General Terms & Conditions
Toyota Material Handling [xxx]
Terms of Sale (January 2017)
A) Scope
B) Formation and object of the contract
C) Prices & Payment terms
D) Delivery period and delay
E) Return policy
F) Warranty
G) Long and Short Term Rental
H) Service contract
I) Delivery Lead Times and Force Majeure
J) Limitation of Liability
A) Scope
1. The product range of TMH [legal company] (“we” or “the Supplier”), whose registered office is at [address], applies exclusively to businesses in [country]. This means that we only deliver to business Customers with their registered office (billing address) within [country], who are able to specify a delivery address within [country]. Should a Customers outside [country] contact us to obtain a quote for any Product listed in the Online Store, we will redirect the request to our Online Store in the country where the Customer is located.
3. These General Online Terms and Conditions (“GTC”) shall apply to all transactions regarding new and used products (“Products”) and services (“Services”), concluded via our Online Store with companies (“the Customer”). The Customer's terms and conditions shall not apply. INCOTERMS 2010 shall also apply for the interpretation of commercial terms.
3. With each update to the Online Store all prices and descriptions of Products previously displayed in our Online Store become null and void.
5. The formation, existence, construction, performance, validity and all aspects of these GTC shall be governed by the laws of [country], whose courts are the courts of exclusive jurisdiction.
B) Formation and object of the contract
1. The presentation of our Products and Service offer visible in the Online Store, including related illustrations and drawings, and dimensions, weight and performance data, shall not constitute a legally binding offer, but an invitation for submission of an offer by the Customer.
2. When an order has been placed the Customers receives an e-mail confirmation of receipt entitled "Thank you for your order"-email. This confirmation of receipt is information about the content of the order. It does not constitute acceptance of the Customer’s order, merely confirmation of receipt thereof. When the order is confirmed by back-office personnel, the Customer receives an email confirmation entitled "Your order confirmation."
An order is deemed accepted by the Supplier and a binding agreement between the parties concluded upon order confirmation. However, the Customer is bound by the order after order placement.
During order placement the Customer can select financing options, to which the conditions specified in sections C and G apply.
Before the order is sent the Customer can at any time change the information or correct any input errors. The ordering process can be interrupted at any time before the Customer clicks on the "Submit Order" by simply closing the browser window.
2. We aim to process orders within [x] working days by issuing an order confirmation including order data and the agreement via e-mail for the Customer to save/print. The agreement must be in [language]. We do not issue a confirmation if the product is not available. Instead the Customer will be contacted with alternatives. The validity of the contract is subject to our written or electronic order confirmation transmitted to the Customer by standard commercial means of dispatch (e-mail, fax, letter, etc.) following receipt of payment in accordance with section C.
3. Our written order confirmation is binding as to the description of the nature and scope of the Products ordered by a Customer. If the order confirmation (including the price of the order) differs from the Customer’s order, the Customer will be considered in agreement to our order confirmation (including the price of the order) unless we are notified by the Customer without delay. If the prices of individual Products change after an order is made, we reserve the right to adjust prices.
4. We reserve the right to deviate from contractually agreed parameters where such deviations are customary in the trade. This shall apply in particular to colour variations and technical modifications by the manufacturer, provided that they have no effect on fitness for use and agreed quality.
5. Agreements, in particular verbal agreements, promises, commitments and obligations, guarantees and assurances made by our sales staff shall be binding only with our written confirmation.
6. Unless otherwise specified, ordered Products will be assembled by us before delivery. If otherwise specified, assembly will be performed by the Customer at the Customer’s cost. If the Customer instructs us to perform the installation, the terms and conditions of installation included with the quote shall apply in addition.
7. We use industry standard encryption protocol known as Secure Socket Layer (SSL) to keep your order information secure. This means all of your personal information, including your credit card number, name and address cannot be accessed by anyone other than authorized users pursuant to our privacy policy.
8. We retain the unrestricted intellectual property rights (including without limitation copyrights, design rights and trademarks as well as commercial patent rights) to the Products, cost estimates, drawings, pictures, Product illustrations, Product films and all other content including multimedia content of the Online Store. Any use, dissemination, in particular transmission, duplication, publication and provision, including copies in excerpted form of any Products and/or content in the Online Store, requires our express prior written consent.
9. The Product videos and images available on our website are intended for the sole purpose of giving an approximate idea of the Products described in them only and do not provide any guarantee and/or warranty as to the Products and their performance of any nature whatsoever regarding the products advertised. For used/refurbished products a reference image for that Product model can be shown instead of an image of the individual Product. For the avoidance of doubt, our written order confirmation is binding for the description of the nature and scope of our Products.
C) Prices & Payment terms
1. The price list is revised continuously and the Supplier has the right to change the prices specified therein without notice. All prices exclude VAT.
2. The stated transport cost in the Online Store are confirmed in the order confirmation and shall, unless otherwise indicated be paid by the Customer. The total shipping cost is calculated by adding up "Per Product" cost. The "Per Product" cost is a flat rate based on the weight, or volume and calculated on the assumption that no ramp is available at Customers delivery address and located with the range of XXX km from Supplier’s local depot. If additional shipping charges apply, the Supplier will inform the Customer and the charge appear on the order confirmation.
3. Terms for the following payment methods apply:
i) Credit card: When paying by credit card the Customer will state card number, card expiry date and CVR number. Card processing is encrypted (SSL) by PAYEX, a PCI certified payment service provider. The Customer is obliged to ensure that there are funds available on the card balance until TMHX is credited the purchase price for the order. If there is insufficient coverage or payment for any other reason cannot be completed TMHX is entitled to cancel the order or to invoice the amount.
ii) Invoice: Payment terms are net 30 days after the invoice date. In order to meet the payment deadline, the outstanding amount must be received within the said period. No discounts are given for prompt payment
iii) [Try & Buy with short term rental]; By choosing the financing option ["try and buy"], the Customer is given the possibility of short-term renting the Product for a maximum of X weeks in accordance with our terms and conditions for short-term rental, as further described in section G. The Customer then has the option to return the ordered Product at the end of the rental period or to purchase it in accordance with the terms of the original order, in which case the Product price will be invoiced after the rental period has ended with payment terms net 30 days after the invoice date.
iv) [Long term rental 36 months]; By choosing the financing option ["rental 36 months"], the Customer is given the possibility of renting the Product for 36 months in accordance with our terms and conditions for long-term rental, as further described in section G. The rental fee is invoiced on a monthly basis with payment terms net 30 days after the invoice date.
4. Payment Terms for Additional Services
v) When selecting a Service offer, described in section H, the Customer’s request is handled as set out in section B. The Service prices shown in the Online Store are indicative only and are subject to specification in the Service agreement between the parties.
5. The Customer shall not be entitled to make any deduction by way of set-off, counterclaim, discount, abatement or otherwise.
6. If it can reasonably be assumed that the Customer will not be able to perform its payment obligations due to the Customer insolvency or if circumstances otherwise indicate a significant deterioration in the Customer's ability to pay, we reserve the right to suspend delivery of one or more orders for Products or Services or to terminate such order(s) with immediate effect. If the Customer defaults on payment of a significant amount (10% of the overdue claims) by at least three weeks, it shall be taken to indicate insufficient solvency. The same shall apply in the event of a significant downgrade in trade credit rating.
D) Delivery period and delay
1. We only deliver to Customers with a registered office (billing address) in [country] and who can enter a shipping address within [country]
2. Information about delivery lead times and delivery times and dates are approximate. Our delivery time is noted in the order confirmation and begins when our order confirmation is received by the Customer
3. Delivery will be made to the delivery address specified by the Customer. If the address specified by the Customer is incorrect, incomplete or unclear, the Customer shall be responsible for all resulting costs.
4. Defective delivery shall not be considered delayed delivery. If the Products are damaged on delivery or delivered in a quantity which falls short of the ordered number of Products, then unless the Customer notifies us in writing by the close of business of the third day after delivery no claim against us may be made in respect of damage to or shortfall of such Products. Regarding the transfer of risk for loss and damage to the Product(s), the applicable INCOTERM shall apply. In the absence of a separate agreement, Ex Works, INCOTERM 2001 shall apply.
5. In the event of delay in delivery the Customer shall be deemed to accept the Products on such delivery.
6. If the Customer is late taking delivery or fails to give us adequate delivery instructions, then without prejudice to any other right or remedy available to us, we may (i) store the goods at our facility and invoice the Customer for storage, transport and loading fees incurred (including insurance); and/or (ii) sell or supply the Products in or to any third party in any country at the best price readily obtainable and (after deducting all storage and selling expenses) charge the Customer for any shortfall below the price in the order confirmation.
7. If orders include several Products we are entitled to make partial deliveries, which we will invoice separately.
E) Return policy
1. In addition to the return allowance pursuant to section C(2)(iii), we shall accept the return of undamaged Products or other items delivered, subject to the condition that they the packaging and seals are undamaged, they are not items made to order, they are returned to us free of charge and the return form is attached to the return consignment. Customer
2. Paid invoices regarding agreed returns will be credited by issuance of a credit note, or, in the case of credit card payment, the amount will be refunded to the Customer’s account. The amount refunded shall be the same as the purchase price paid, provided that the items in question are received by us within [time] from delivery.
F) Warranty
New Products are protected by the manufacturer’s product warranty indicated on the Product page. Reconditioned products are protected by the manufacturer's product warranties for the period indicated for reconditioned Product. The validity of any warranty is subject to the Customer’s compliance with the manufacturer’s warranty terms and conditions.
G) Long and Short Term Rental
A request for rental of a specific truck model may be sent to us. The request, which is not binding on us, must contain the Customer’s contact details as well as the requested rental period and special requests (if any). Upon receipt at our designated e-mail address, a confirmation of receipt will be issued and if the request is accepted we will send a rental agreement for signature. The rental options pursuant to subsection C3(iii) or (iv) are subject to conclusion of the issued rental contract as well as prior credit analysis and credit decision by us. In the event of a conflict or inconsistency between these GTC and the rental contract, the rental contract shall govern.
H) Service Contracts
1. Scope
These GTC shall apply in conjunction with an agreement on Preventive Maintenance signed between the parties. The agreement between the parties specifies the Product and the terms and conditions for Service, which shall prevail over these GTC in case of conflict or inconsistency.
The Online Store offers the following Service contracts for the Customer to submit request for:
[XXX]
[XXX]
[XXX]
2. Prerequisites for the price
The price stated online includes compensation for Supplier's work, and travel, however, can travel cost be reported separately in the contract. The price is subject to site inspection and/or any other site circumstances not know to the Supplier. The work is performed during the Supplier's normal business hours on weekdays between 07:00 and 16:00. Overtime and delivery of spare parts and accessories, and any other additional costs incurred by the Customer, will be according to the Supplier’s price list in effect at the time of execution of maintenance.
I) Delivery Lead Times and Force Majeure
1. Information on delivery lead times and delivery dates are approximate. Delivery lead times shall be considered to have been complied with if the consignment is dispatched from our plant within the delivery lead time. Our delivery obligation shall be subject to correct, punctual and contractual deliveries of supplies and raw materials from our suppliers, unless we are to blame for the incorrect or late deliveries of supplies and raw materials from our suppliers.
We reserve the right to defer the delivery of the Products or to cancel the order confirmation or reduce the volume of the Products to be delivered to the Customer and we shall not be in breach of any of our obligations under these GTC due to circumstances beyond our control including without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riots, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to our or the Customer’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate suitable materials.
J) Limitation of Liability
The Supplier shall be not liable by way of indemnity or by reason of any breach of these general terms and conditions or of statute, tort (including but not limited to negligence) for any loss of profit, loss of use, loss of production, loss of contracts, loss of revenues or of anticipated savings, any increase in operating costs, or for any financial or economic loss or for any indirect or consequential damage whatsoever that may be suffered by the Customer or any third party.
In no circumstances whatsoever shall the aggregate liability of the Supplier under these GTC exceed € 1 000 (one thousand Euro) or the contract price, whichever is the greater.