GENERAL AND PARTICULAR CONDITIONS
ARTICLE ONE - GENERAL
1. These Terms and Conditions are applicable to all activities carried out and all assignments and agreements related to the sale of products by JAPAFRICA.
2. The present terms and conditions shall prevail in any case of any contradiction between these general terms and the general purchasing conditions of the other party and, if one or more provisions are void or voided, the other provisions shall remain fully applicable.
ARTICLE TWO – OFFERS AND PRICES
1. JAPAFRICA determines the prices and contractual conditions offered to the clients from time to time and reserves the right to change at any time the prices, offers, and quotes.
2. All offers and quotes are free of obligation, unless they contain a deadline for acceptance.
3. Unless otherwise stipulated in written, the prices are offered in Euros and do not include VAT or any other taxes applicable by law.
4. Any expenses related with storage, shipping, transport, reparations, travel, assembly and packing costs related with the goods acquired might be applicable according what is agreed between the parties and in the terms and conditions laid down in the negotiating proposal, to which these general and particular conditions are attached.
5. In the event that JAPAFRICA provides for the shipping of the goods acquired, all transportation and packing charges will be separately invoiced and charged to the party.
6. All information on specifications like weight, speed, fuel, energy consumptions or emissions provided by JAPAFRICA are always only approximation and in any case are binding for JAPAFRICA.
ARTICLE THREE – CONCLUSION OF THE AGREEMENT
1. All agreements between JAPAFRICA and the other party are considered celebrated in the moment of the acceptance of the proposal in written by the party.
2. JAPAFRICA reserves, as its only discretion, the right to cancel the agreements celebrated with other parties within eight days after the celebration of the agreement and in this case the party is not due to receive any compensation.
ARTICLE FOUR – SPECIAL REQUESTS
1. JAPAFRICA’s main business is the commercialization and distribution of finished vehicles.
2. Even though, if requested by the party and agreed in written, JAP AFRICA can sell or distribute modified vehicles, reserving its right to subcontract MAN´s recommended third parties for the execution of those modifications and presenting to the Buyer a final price, which includes the vehicle and the related modification.
3. In that case, JAPAFRICA will present and invoice the party for payment the final price, which includes the vehicle and the incorporations or modifications.
ARTICLE FIVE – CLIENT INFORMATION AND OBTAINING LICENSES
1. The Party is responsible for all information provided to JAP AFRICA for the purposes of celebration of the contract and maintenance of the contractual and commercial relationship.
2. The party is responsible for obtaining any licence required for import or export requires and for obtaining the necessary licence to the use of goods in the place or country of the party.
3. The party is also obliged do provide JAPAFRICA all relevant information for the conclusion or execution of the agreement, namely registered address and office address, memorandum of association, entries in registers and information related to the person or persons with the effective control of the party or any other information legitimately requested by JAPAFRICA.
ARTICLE SIX – FULFILMENT OF THE AGREEMENT
1. JAPAFRICA shall perform the agreements celebrated with other parties applying its best knowledge and skills, in accordance with the Portuguese applicable law.
2. JAPAFRICA will establish the methods of fulfilment of the Agreement, unless the parties agree otherwise in writing.
3. Both parties are responsible for the information supplied to the other party in the context of the execution of the contract and in any case JAPAFRICA is responsible for any damage or loss which may arise from insufficient or imperfect information provided by the other party.
4. JAPAFRICA reserves the right to deploy third parties for the fulfilment of the agreement or carry out related activities.
5. In the event the parties settle the agreement has phased implementation, JAPAFRICA reserves the right to suspend the execution of the remaining parts until the other party accepts the previous results in written.
6. In case the beginning or the process of the work is delayed due to factors of the other party’s responsibility, JAPAFRICA have the right to be reimbursed by the party.
7. By celebrating a contract or agreement with JAPAFRICA, the party assumes the obligation of ensuring the access of its facilities, as well as any other concrete need that arise from the execution of the contract.
ARTICLE SEVEN – PAYMENT
1. The party shall satisfy all payments agreed with JAPAFRICA in the settled payment deadlines and in the event the party fails to comply with the obligations, JAPAFRICA may suspend the agreement or redefine the delivery deadlines without being conferred to the party any right or compensation.
ARTICLE EIGHT – RETENTION OF TITLE
1. The goods and materials provided by JAPAFRICA in the contractual terms remain JAPAFRICA’S property until the moment of the full payment and fulfilment of the contractual obligations by the other party.
2. JAPAFRICA also reserves the right to refuse or suspend any further delivery of the products until full payment is made and JAPAFRICA shall be entitled to recover the possession of the products and the right to resell them to any third party without any consent from the party.
3. The party is prohibited to rent the goods under the retention of title, to encumber or constitute some guarantee on those goods.
4. In the event that third parties seize the goods under the retention of title or assert any rights on the goods, the other party is obliged to inform JAPAFRICA about those circumstances as soon as possible and the party can also be responsible for any damages that result to JAPAFRICA. Additionally, the party also is obliged to inform any third parties about the retention of title and initiate its best efforts in order to repair any damages suffered by JAPAFRICA.
5. JAPAFRICA is forthwith authorized by the other party to access or mandate third party access its installations and facilities in order to exercise its rights on the products provided under the celebrated agreement.
ARTICLE NINE – DELIVERY AND TRANSPORTATION
1. At the time of the conclusion of the contract, JAPAFRICA will indicate the other party the approximated delivery date, which should be considered as a reference date and never as a deadline.
2. The delivery dates appointed by JAPAFRICA are based in the current circumstances verified at the time of delivery and, in the event of the delivery depends on information to be provide by the other party, the delivery date will start from the date of the provision of the information.
3. JAPAFRICA will deliver the vehicles and goods in the place previously designated by the party in the moment of celebration of the contract and in the schedule previously determined by JAPAFRICA and communicated to the other party.
4. The party is obliged to receive the goods in the delivery dates and schedule determined by JAPAFRICA and in the event of its non-acceptance by the party, JAPAFRICA has the right to place the goods in a storage location selected on its exclusive decision. In that event, the party is exclusively responsible for any and all costs related to the storage of the goods.
5. JAPAFRICA dispatches the goods to the delivery address provided by the party, which assumes before JAPAFRICA the risk related to the transportation and delivery of the goods, nevertheless the retention of title.
ARTICLE TEN – DELIVERY DEADLINES
1. Not with standing the fact that JAPAFRICA commits with the other party to undertake its best efforts to comply with the delivery deadlines and dates agreed by the parties, these ones are always defined as estimated periods of delivery and in any case, JAPAFRICA shall be responsible for any delay in the fulfilment of that obligations, expect in the cases the delivery dates are mandatory and agreed as that in written by the parties.
ARTICLE ELEVEN – WARRANTY
1. JAPAFRICA only provides guarantees for newly vehicles and goods, as well as new parts, and in the extent of the application of the production guarantees.
2. Except to the circumstances referred in the previous clause, JAPAFRICA only provides guarantees if expressly agreed in written.
3. The guarantee is always limited to:
a. manufacturing errors, thus excluding damage as a result of improper, careless or incompetent use/maintenance, which includes, amongst other things: overloading, use of other fuels and oils than appropriate for the vehicle, other than the prescribed maintenance and competent operating and/or use of the vehicle, non-compliance with the instructions for use or maintenance requirements by the other party or a third party, and also excluded from the guarantee at all times are defects as a result of a normal wear and tear, accidents and disasters, such as fire and water damage;
b. factory warranty;
c. deliveries to other parties in the EU;
d. repair or replacement of the goods delivered.
4. The guarantee also expires in the event of processing, modifications, mixing, changes or repairs by the other Party or a third party to the goods delivered.
5. Nevertheless, JAPAFRICA cannot invoke the expiry of the guarantee, as prescribed in the previous numbers, in case of demonstrated absolute necessity of repair. In this case, the party cannot demand the repair to be provided by JAPAFRICA and this can charge the party the reparation costs.
6. In case of default, breach or failure in performance of its obligations under the agreement, the party cannot invoke any guarantee provisions.
ARTICLE TWELVE – LIABILITY
1. JAPAFRICA will never be responsible for any damage, unless it can be attributed to intent or gross negligence on the part of JAPAFRICA or its subordinates and without prejudice to the provisions regarding to guarantee.
2. JAPAFRICA’s responsibility for damage is limited to direct damages to goods or people and is never applied to any business or other damages eventually suffered by the party due to the first damage and including loss of profits and income, unless the party alleges and proves the existence of intent or serious errors from JAPAFRICA or its subordinates.
3. In any case, JAPAFRICA’s liability for damage is limited to the actual damage and the amounts for which JAPAFRICA is insured or should reasonably be insured by reference to the practice in the industry. In case of existence of insurance JAPAFRICA’s liability is limited to the amount actually paid out under the respective insurance policy.
4. JAPAFRICA is never liable for any damage or theft (including loss) of goods of the other or third parties, unless the party can demonstrate intent or gross negligence.
ARTICLE THIRTEEN – CLAIMS
1. The party is obliged to examine and test the goods delivered by JAPAFRICA and determine or confirm if the goods are in accordance with the agreed between the parties.
2. Any claims or complaints should be submitted to JAPAFRICA in written and in the period of 8 days after the receipt of the goods or the invoice and shall content, in the fullest possible extension, the concrete terms of the claim.
3. JAPAFRICA assumes the obligation to handle the complaint or claim.
4. Any claims with regard to a particular product or service do not affect the obligations of the other Party in respect of other goods and/or services and/or other parts of the Agreement. If the other Party wishes to return defective goods, this shall be done only with the prior written consent of JAPAFRICA.
ARTICLE FOURTEEN – FINAL DISPOSITIONS
1. For the legal purposes, JAPAFRICA and the party agree as their respective addresses the ones presented in the business related documentation.
2. All contracts celebrated between JAPAFRICA and the other parties shall be governed by the Portuguese law.
