Terms & Conditions.

1. ABOUT THESE TERMS

   1. These Terms and Conditions ("Terms") govern participation in the Mercedes-Benz Vans PartsPro Trade Parts Programme ("Programme") and use of the PartsPro Trade Website ("Website").
   2. The Programme is operated by OEConnection Limited, a company incorporated in England and Wales with registered office at Construction House, Winchester Road, Burghclere, Newbury, England, RG20 9EQ ("we", "us", "our").
   3. The Programme is designed to support professional repairers and bodyshops by providing access to parts, services, and related benefits through participating authorised Retailers.
   4. By applying for and participating in the Programme, you confirm that:
   • you meet the eligibility criteria to register as a Trade Member; and
   • you agree to comply with these Terms.
   5. We reserve the right to accept or reject any application for membership at our sole discretion.

2. MEMBERSHIP AND PROGRAMME BENEFITS

   1. As a Trade Member ("Member"), you may access Programme benefits made available from time to time.
   2. Programme benefits may include access to parts, pricing arrangements, promotions, communications, and other services offered through participating PartsPro Retailers.
   3. All purchases, offers and promotions are provided by participating PartsPro Retailers and are subject to the terms and conditions of the relevant Retailer.
   4. We do not guarantee the availability of any specific parts services, or benefits at any time.
   5. We may at any time and without liability:
   • add, amend, or remove Programme benefits;
   • vary eligibility criteria or Member categories;
   • provide benefits selectively; and
   • provide or amend non-binding recommended pricing guidance.

3. PLATFORM ROLE AND RETAILER RELATIONSHIP

   1. We operate the Programme and the Website as a facilitation platform only.
   2. We are not a seller, supplier, or distributor of parts.
   3. Any purchase of parts is made directly between the Member and the relevant participating PartsPro Retailer.
   4. We are not a party to any transaction between a Member and a PartsPro Retailer and do not act as agent for either party.
   5. Participating PartsPro Retailers are independent businesses and are solely responsible for:
   • pricing;
   • product availability;
   • order fulfilment and delivery;
   • returns and refunds; and
   • warranties and after-sales support.
   6. We accept no responsibility or liability in connection with any transaction between a Member and a PartsPro Retailer.

4. USE OF THE WEBSITE

   1. We aim to ensure that the Website content is accurate and up to date; however, we do not guarantee that the Website will be uninterrupted, secure, or free from errors or omissions.
   2. The Website may enable Members to submit orders, enquiries, or requests to participating PartsPro Retailers. Any such requests are handled directly by the relevant Retailer.  
   3. You agree to use the Website in compliance with these Terms and all applicable laws and regulations.
   4. You are responsible for maintaining the confidentiality of your login credentials and for all activity carried out under your account.
   5. We may suspend or terminate your access to the Website if we reasonably believe that you have breached these Terms or misused the Website.

5. DATA PROTECTION AND PRIVACY

   1. We process personal data in accordance with applicable data protection laws and our Privacy Policy, which is available on the Website.
   2. We may collect and process personal data including contact details, business information, account information, and transaction-related information for the purposes of:
   3. administering the Programme;
   4. providing services and support;
   5. improving the Programme; and
   6. communicating with Members.
   7. Your personal data may be shared with:
   8. entities within our corporate group;
   9. participating PartsPro Retailers; and
   10. trusted third-party service providers engaged to support the operation of the Programme and Website.
   11. Some recipients of personal data may be located outside the United Kingdom or European Economic Area. Where this occurs, appropriate safeguards will be implemented in accordance with applicable data protection laws.
   12. For the purposes of applicable data protection laws, we and participating PartsPro Retailers each act as independent controllers of personal data, unless otherwise expressly stated.
   13. We may contact you in relation to your membership and, where permitted by law, to provide information about Programme updates, services, and offers. You may opt out of marketing communications at any time.
   14. You have rights under applicable data protection laws, including rights of access, rectification, erasure, restriction, and objection. Further details are set out in our Privacy Policy.

6. LIMITATION OF LIABILITY

   1. Nothing in these Terms excludes or limits liability where it cannot be excluded under applicable law.
   2. Subject to clause 6.1, we shall not be liable for:
   • any indirect or consequential loss;
   • loss of profit, business, contracts, or goodwill; or
   • any loss arising from transactions between Members and PartsPro Retailers.
   3. To the fullest extent permitted by law, we exclude all implied warranties, representations, and conditions not expressly set out in these Terms.
   4. Our total aggregate liability arising in connection with the Programme or Website shall be limited to the total amount paid by you to us in the 12 months preceding the event giving rise to the claim.

7. SUSPENSION AND TERMINATION

   1. We may suspend or terminate your membership immediately if:
   • you breach these Terms;
   • you no longer meet eligibility criteria; or
   • we reasonably consider it necessary to protect the Programme or other users.
   2. You may terminate your membership at any time by providing written notice. We may request reasonable notice (for example, one month).
   3. We may suspend or discontinue the Programme at any time without liability.
   4. Upon termination, your access to the Programme and Website may be withdrawn.

8. INTELLECTUAL PROPERTY

   1. All intellectual property rights in the Programme, Website, and associated materials (including branding, content, and data) are owned by or licensed to us or our licensors.
   2. You may use the Website and Programme solely for your internal business purposes in connection with participation in the Programme.
   3. You must not copy, reproduce, distribute, modify, or commercially exploit any content without prior written consent.

9. GENERAL

   1. Participating PartsPro Retailers are independent businesses and are not agents, representatives, or legal affiliates of ours. They are not authorised to make commitments on our behalf.
   2. We may update these Terms from time to time. Where appropriate, we will notify Members of material changes. Continued participation in the Programme constitutes acceptance of the updated Terms.
   3. You are responsible for ensuring that your account and contact information are accurate and up to date.
   4. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
   5. A failure or delay in enforcing any right shall not constitute a waiver of that right.

10. GOVERNING LAW AND JURISDICTION

    1. These Terms are governed by the laws of England and Wales.
    2. The courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.

11. DEFINITIONS

For the purposes of these Terms:

"Member" means a business approved to participate in the Programme.

"PartsPro Retailer" means an authorised Retailer participating in the Programme.

"Programme" means the PartsPro Trade Parts Programme.

"Website" means the PartsPro Trade Website used to access Programme services.

"Programme Benefits" means the services, pricing arrangements, and offers available to Members from time to time.

"PartsPro Agent" means any authorised third-party service provider engaged to support the operation of the Programme.