General Terms & Conditions
These Conditions together with such special conditions as are endorsed by the Seller hereon or are agreed by the Seller in writing in accordance with clause 2 below apply to all contracts made by the Seller for the supply of the Products and are the only conditions on which the Seller is prepared to contract with the Buyer. No pre-contract statement, representation or warranty given or made by or on behalf of the Seller shall form part of these Conditions unless endorsed hereon. Any other terms or conditions sought to be imposed by the Buyer are hereby expressly excluded. The term "Buyer" means the buyer described in the Seller’s quotation form. The term "Products" mean the product(s) described in the Seller’s quotation form. The term "Seller" means Oriental Motor (UK) Limited.
- 1. PLACING ORDERS
- 2. MODIFICATIONS
- 3. PRICE
- 4. PAYMENT
- 5. DELIVERY
- 6. FORCE MAJEURE
- 7. WARRANTIES
- 8. HEALTH AND SAFETY REGULATIONS
- 9. LIABILITY
1. PLACING ORDERS
The Seller shall sell and the Buyer shall purchase the Products in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
No change to the contract or these Conditions shall be binding unless agreed in writing by a duly authorised representative of the Seller.
- The price of the Products shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order by the Seller. Unless a different period has been expressly specified in writing by the Seller, all quotations given by the Seller are valid for a period of (30) days only from the date upon which they are given, after which time the quotation shall automatically expire.
- The price of the Products is exclusive of VAT and all other tax or duty which, if applicable, will be charged in addition at the appropriate rate.
- The price of the Products does not include the costs of carriage, special packaging for transit, insurance nor any other cost incidental to the carriage of the Products which costs will be invoiced to the Buyer and shall be payable at the same time as payment is made for the Products.
- Invoices will be sent or delivered by the Seller to the Buyer on or after the date of delivery of the Products and shall be payable within 30 days of the date of Invoice.
Time for payment shall be of the essence of the contract and if the Buyer fails to pay any sum due to the Seller under any contract by the due date for payment:
(a) the Seller shall be entitled to withhold delivery of any Products due to be delivered to the Buyer until all such outstanding sums have been paid and the Seller may, on written notice to the Buyer, cancel all outstanding orders for the Products without any liability on the Seller;
(b) in addition to any other rights the Seller may have, interest shall be chargeable on outstanding sums from the date they fall due to the date of payment at the rate of 1% above the rate of Seller’s bank per month accruing on a daily basis both before and after judgment.
- The Seller shall deliver the Products to the place designated by the Buyer in his order for the Products which has been accepted by the Seller. Risk in the Products shall pass to the Buyer forthwith upon the Products having been unloaded from the delivery vehicle by the Seller or its carrier at the Buyers delivery address or immediately prior to the Buyer taking physical possession of the Products at the Seller’s premises.
- Delivery or collection times indicated by the Seller are estimates only and the Seller shall not be liable for any loss or damage suffered by the Buyer arising directly or indirectly from any delay in delivery.
- Where the Products are to be delivered in instalments, each delivery shall constitute a separate contract. Failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.
- If the Seller fails to deliver the Products for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (In the cheapest available market) of similar goods to replace those not delivered, over the price of the Products.
6. FORCE MAJEURE
Seller shall be excused for delay in delivery and/or may suspend performance of the contract without liability to the Buyer in the event and to the extent of “force majeure” which shall include the occurrence or existence of act of God, war, the public enemy, mobilisation, riot, strike, lockout, work stoppage or other labour difficulties, fire, flood, explosion, accident, shortage of cars, delays of carriers, embargoes, the acts or orders of governments or political subdivisions thereof, inability to obtain suitable and sufficient labour or necessary supplies of raw material, governmental priorities, or any other abnormality, contingency or cause beyond the control of the Seller.
- Subject to the conditions set out below the Seller warrants that the Products will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of two years from delivery. During this period the Seller will replace the Products which prove to be so defective provided that they are returned within this period.
The above warranty is given by the Seller subject to the following conditions:
(a) save for liability for death or personal injury due to the negligence of the Seller and liability under the Consumer Protection Act 1987, the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage or negligence of the Buyer or any third party, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Products without the Seller’s approval;
(b) the Seller shall be under no liability under the above warranty or any other warranty, condition or guarantee if
(i) the total price for the Products is due and has not been paid; and
(ii) the defect is not notified to the Seller within 7 days of the date of delivery or (where the defect was not apparent on reasonable inspection at the date of delivery) within 7 days of the discovery of the defect;
(c) the above warranty does not extend to parts, materials or equipment not manufactured by the Seller.
8. HEALTH AND SAFETY REGULATIONS
It is the sole responsibility of the Buyer to comply with law, codes or regulations relating to the incorporation of the Product into other machinery, and Seller makes no warranty or representation with respect thereto. The Seller shall be required to provide or install only such devices for the protection of safety and health as are specified in the Seller’s quotation form. The Buyer agrees to indemnify the Seller against any expense, loss or damage which the Seller may incur or sustain as the result of Buyer’s failure to perform obligations hereunder.
- Save for liability for death or personal injury due to the negligence of the Seller and liability under the Consumer Protection Act 1987, the Seller’s total liability to the Buyer under these Conditions (whether in contract, tort (including negligence) or otherwise) shall not in any circumstances exceed the price paid by the Buyer to the Seller in respect of the Products in question in respect of any one incident or series of incidents attributable to the same cause.
- The Seller shall not be liable for any special, indirect or consequential loss or damage whatsoever (whether caused by the negligence of the Seller or otherwise) which arises out of or in connection with the supply of the Products or their use or resale by the Buyer.
10. THE BUYER’S OBLIGATIONS
Where any item, material or information is supplied by the Buyer in connection with the manufacture and supply of the Products by the Seller pursuant to these Conditions, the Seller accepts no responsibility for the accuracy of the same nor for any defects in the Products consequent upon any inaccuracies in such material nor for any consequences of such defects and the Buyer shall keep the Seller at all times fully indemnified in respect thereof and in respect of any claim by any third party that such material infringes their intellectual property rights.
11. RETENTION OF TITLE
- The property in any of the Products shall not pass to the Buyer, notwithstanding delivery of the Products or any documentation representing them, until receipt by the Seller of payment in full for any and all Products and all other amounts on any account whatsoever due from the Buyer to the Seller.
Until the passing of property under clause 11.1 above, the Buyer shall be the bailee of any and all Products for the Seller and:
(a) shall keep the Products in its possession and control, intact and in good condition;
(b) shall not dispose of, charge or encumber any interest in the Products or purport to do so except that the Seller licences to the Customer to dispose of the Products on arm’s length terms in the ordinary course of its business or to use the Products in the ordinary course of its business.
- The Seller shall be entitled at any time before the passing of property in the Products under clause 11.1 above to terminate effect the licence granted to the Buyer under clause 11.2 (b) above and to enter forthwith upon the Buyer’s premises (or any other premises where the Products are kept) for the purpose of removing them.
- The illegality or unenforceability of any part of clause 11 shall not affect the validity and enforceability of the remainder of clause 11 and if any part of clause 11 is held not to be valid but would be valid if part of the wording were deleted or modified then that provision shall apply with such modification as may be necessary to make it enforceable.
12. INSOLVENCY OF BUYER
This clause applies if:
(a) the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than bona fide for the purposes of amalgamation or reconstruction); or
(b) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
(c) the Buyer ceases, or threatens to cease, to carry on business; or
(d) any event analogous to any of the foregoing occurs in any jurisdiction in relation to the Buyer; or
(e) the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
- If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel any contract made pursuant to these Conditions or suspend any further deliveries of the Products without any liability on its part, and if the Products have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
- Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
- 13.2 No waiver by the Seller of any breach of these Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision hereof.
Except as otherwise expressly provided herein, the contract is not subject to termination in whole or in part.
Neither the contract in its entirety nor any right of interest may be assigned by the Buyer without written agreement by the Seller. Any such attempted assignment shall be void.
16. GOVERNING LAW
These Conditions shall be governed by and construed in all respects in accordance with English law and the Buyer and the Seller hereby submit to the non-exclusive jurisdiction of the English Courts.
17. Web shop www.oriental-motor.co.uk
Orders through the web shop at www.oriental-motor.co.uk are only permitted for commercially registered companies; in particular, consumers are excluded from usage of the web shop. Usage of the web shop is limited to orderers with their seat and delivery address in the following countries:
• United Kingdom
- The placing of an order by the orderer through the web shop represents a binding offer to the supplier for the conclusion of a contract. At the same time he declares his agreement with these General Terms and Conditions. The receipt of the order shall be confirmed with an automatic e-mail. This does not yet represent the acceptance of the offer. The offer is accepted by the supplier with a separate confirmation (confirmation of order) or by delivery of the goods. The purchase agreement comes into effect with receipt of the confirmation of order, and no later than the receipt of the goods by the orderer.
- Each product is assigned a maximum order quantity. Should the orderer wish to order more than this maximum quantity, he must contact the Oriental Motor sales office.
- Deliveries ordered through the web shop are shipped at no charge within Germany. Lump sum shopping costs will be calculated for all other countries. Shipping generally takes place via UPS Standard.
- Payment is made by credit card (Master Card or VISA), via PayPal or as an advance payment.
- The orderer is not entitled to any rights of revocation not expressly regulated in the contract or in these General Terms and Conditions.
- Contract language is English.
Status: May 2014 Oriental Motor (UK) Ltd.