Treeplomatic Terms of Sale

Definitions

In this document the following words shall have the following meanings:

• 1.1 “Buyer” means the organisation or person who buys Goods from the Seller;

• 1.2 “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;

• 1.3 “Delivery date” means the date specified by the Seller when the Goods are to be delivered;

• 1.4 “Goods” means the articles to be supplied to the Buyer by the Seller;

• 1.5 “Price” means the price set out in the list of prices of the Goods maintained by the Seller as amended from time to time or such other price as the parties may agree in writing plus such carriage, packing, insurance or other charges or interest on such as may be quoted by the Seller or as may apply in accordance with these conditions;

2. General

• 2.1 These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may seek to apply under any purchase order, order confirmation or similar document.

• 2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.

• 2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.

• 2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties including without limitation as to discounts) shall be inapplicable unless agreed in writing by the Seller.

• 2.5 Any advice, recommendation or representation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods or otherwise which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and, accordingly, the Seller shall not be liable for any such advice, recommendation or representation which is not so confirmed.

• 2.6 Nothing in these Conditions shall effect the statutory rights of any Buyer dealing as a consumer.

• 2.7 Notwithstanding the existing preset control and monitoring mechanisms at Treeplomatic Platform, Partners and Service Provider may require an Identity Document from registered users for the purposes of Identity verification.

3. Price and Payment

• 3.1 Payment method is to be agreed between the buyer and seller. It may take the form of cash or Bank transfer and must be made immediately upon confirmation of sale or in any event within 14 days from the date of the written confirmation of intention to purchase.

• 3.2 If payment of the Price or any part thereof is not made by the due date, the Seller shall be entitled to:

  • 3.2.1 require payment in advance of delivery in relation to any Goods not previously delivered;

  • 3.2.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;

  • 3.2.3 appropriate any payment made by the Buyer to the sell of the Goods (or Goods supplied under any other contract) as the Seller may think fit;

  • 3.4.4 terminate the contract.

4. Description

• 4.1 Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.

• 4.2 The Seller will ensure that he retains the title deeds to the vehicle being advertised.

• 4.3 The Seller will ensure that the vehicle being sold is a duly registered Diplomatic vehicle.

• 4.4 The seller hereby agrees to paying an Administrative fee to Treeplomatic to the sum of 1.5% of the sale value of the vehicle upon registering a vehicle for sale on the Treeplomatic Platform.

5. Sample

• 5.1 Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and not so far as to constitute a sale by sample.

• 5.2 The seller must include between five to eight photographs of good quality (that are at least 1024 x 683px) displaying both the interior and exterior of the vehicle and where appropriate highlight any defects in its description of the vehicle.

• 5.3 The seller must provide a technical description of the vehicle.

• 5.4 Vehicles will be on display on the Treeplomatic platform for a period of 30 days from the date first published and may be extended subject to payment of an administrative fee.

• Registered users are permitted to sell a maximum of two vehicles within a 24 month period.

6. Delivery

• 6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

• 6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract and while every reasonable effort will be made to comply with such dates compliance is not guaranteed and the Buyer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery date stated.

• 6.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such time as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.

• 6.4 If the Buyer fails to accept delivery of Goods on the delivery date or within 3 days of notification that they are ready for despatch whether prior to or after the delivery date the Seller reserves the right to invoice the Goods to the Buyer and charge him therefore. In addition, the Buyer shall then pay reasonable storage charges or demurrage as appropriate in the circumstances until the Goods are either despatched to the Buyer or disposed of elsewhere.

7. Acceptance

• 7.2 The Buyer is required to test Goods upon delivery and shall be deemed to have accepted the Goods 14 days after delivery to the Buyer. Accordingly, no claim for defect, damage or quality will be entertained (without prejudice to the Seller’s other rights pursuant to these Conditions) unless written notice together with all supporting evidence is received by the Seller within 14 days of delivery. After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.

8. Risk and Title

• 8.1 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Price of the Goods and of all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.

• 8.2 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property.

9. Warranty

• 9.1 Where the Goods are found to be defective, the Seller shall, agree to replace or have fixed any defective Goods free of charge if acceptable from the date of delivery, subject to the following conditions;

  • 9.1.1. the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;

  • 9.1.2. the defect being due to faulty design, materials or workmanship;

• 9.2 Any Goods to be repaired or replaced shall be returned to the Seller at the

  Buyer’s expense, if so requested by the Seller.

• 9.3 Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer and the Buyer shall have no other remedy against the Seller

• 9.4 The Seller shall be entitled in its absolute discretion to refund the Price of the defective Goods in the event that the Price has already been paid.

• 9.5 The remedies contained in this Clause are without prejudice and subject to the other Conditions herein, including, but without limitation, to conditions 10 below.

10. Limitation of Liability

• 10.1 Treeplomatic does not accept any liability for misleading, false information or false representations perpetrated for or on behalf of either party to this agreement whether this is known or unknown to the buyer or seller.
• 10.2 Where any court or arbitrator determines that any part of Clause 9 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the Price.
• 10.3 Nothing contained in these Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.

11. Force Majeure

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may without liability on its part, terminate the contract or any part of it.

12. Relationship of Parties

Nothing contained in these Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Conditions shall be deemed to construe either of the parties as the agent of the other.

13. Waiver

The failure by either party to enforce at any time or for any period any one or more of the Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Conditions of this Agreement.

14. Severability

If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

15. No set off

The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may have or allege to have for any reason whatsoever.

15. Entire Agreement

These Conditions and any documents incorporating them or incorporated by them constitute the entire agreement and understanding between the parties.

16. Governing Law and Jurisdiction

• 16.1 This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusion jurisdiction of the English courts.
• 16.2 Alternatively, this agreement may be governed and construed in accordance with the laws of the country where the transaction of the sale and purchase of the good is taking place.