Terms and conditions of TS CENTRAS JSC
(Date of Last Revision 24.05.2018)
Scope of application
These General Terms and Conditions (hereinafter referred to as “Terms”) shall apply to companies and legal entities existing under applicable law.
We do not work with individuals under 16 years old.
These Terms shall apply exclusively. Other laws and rules, which differ from, conflict with or supplement these Terms, shall apply only in cases and to the extent, as it has been expressly agreed by the Seller in writing. These Terms shall also apply to future deals between the parties.
In certain cases individual agreements formed with the Buyer (including addendums, supplements and amendments) shall prevail over these Terms. A written confirmation from the Seller is required to determine the content of such agreements.
Legally valid statements and notices which shall be provided by the Buyer to the Seller after contract conclusion (e.g. determination of deadlines, defects report, termination notice, price reduction notice) shall be valid only if made in writing.
In case of discrepancies between English version and other language versions of these Terms, the English version shall prevail.
Alterations, supplements and (or) amendments to the present Terms and Conditions and to the information on website, which forms in its entirety an integral part of the Terms, may be made at any moment by the Seller at his sole discretion with notification of the Buyer by publishing a new version on website www.enginepartsonline.eu. Alterations and supplements along with new version of the Terms shall be effective as of the date of its publication on the website.
Offer and conclusion of contract
All offers by TS CENTRAS shall be deemed as free and non-binding.
Binding offer is made by the Buyer by placing goods in the virtual shopping cart, performing the order process and clicking the confirmation button “Proceed to payment” or “Continue”.
The terms of the present public offer and annexes thereto shall be considered to have been accepted by the Buyer in full and without any exceptions at the moment of order placement, which shall be equivalent to the contract concluded between the Seller and the Buyer. Should at any moment after order placement it has been discovered that due to some technical error of IT system the required goods are unavailable or its quantity is nonsufficient on the Supplier’s stock, the Seller shall immediately notify the Buyer thereof via e-mail with indication of new estimated delivery terms of required goods under the order, different from terms specified on the website upon order placement. In this case, the Buyer shall be entitled to exclude nonstock items from the order. In case of nonstock goods exclusion from the order or order cancellation, monetary funds paid by the Buyer for excluded goods or cancelled order shall be deemed as wrongly transferred and refundable to the Buyer within 5 (five) working days upon the receipt of the Buyer’s written request or shall be accepted by the Seller as advance payments for future orders.
Prices and payment terms
All prices are quoted net exclusive of VAT at the fixed rate. Prices do not include any packing and shipping costs.
Upon goods’ shipment, the Buyer shall bear transportation costs, i.e. packing and shipping costs, delivery is performed ex warehouse Vilnius, Lithuania. These costs shall be indicated during order process and can be viewed in the virtual shopping cart. The Buyer shall bear the costs of customs clearance, fees, taxes and other public charges.
Price for goods may change after order placement due to increase in the goods cost, incorrect price indication caused by IT technical error, additional expenses arisen in the course of the product sale. If price for the goods changes due to the above mentioned reasons, the Seller shall immediately inform the Buyer thereof via e-mail and offer to buy the goods at a new price. Should the Buyer decideto refuse to purchase goods at a new price, either of the Parties shall have every right to terminate purchase and sales contract. In case the Buyer fails to respond or it is impossible to receive such a respond within 2 (two) working days from the moment of sending a price change notification, the goods under dispute shall be excluded from the order at the Buyer’s sole discretion or the order shall be cancelled by the Buyer in full (if the good under dispute is the only item of the order).
Monetary funds paid by the Buyer for excluded goods or cancelled order shall be deemed as wrongly transferred and refundable to the Buyer within 5 (five) working days upon the receipt of Buyer written request or shall be accepted by the Seller as advance payments for future orders. Both parties (Buyer and Seller) shall agree that the expenses shall not be subject to reimbursement in case of contract termination.
The purchase price is payable net within 3 (three) working days from the invoice date. It can be paid in several ways:
- by non-cash fund transfer to the Seller’s bank account against the invoice;
- by credit card (if available).
The process of goods dispatch and delivery term counting starts only after receipt of payment for the goods.
If the Buyer chooses payment by non-cash fund transfer to the Seller bank account and fails to pay for the goods within 3 (three) working days, the order shall be cancelled automatically by the Seller. In the event advance payment is made by the Buyer upon the expiry of the specified payment day, such monetary funds shall be either deemed as wrongly transferred and refundable to the Buyer within 5 (five) working days upon the receipt of the Buyer’s written request or shall be accepted by the Seller as advance payments for future orders.
Goods collection and delivery
The Buyer shall collect the ordered goods within 1 (one) week upon the receipt of written notification that the complete order is ready for collection.
Notification by phone or e-mail, indicated by the Buyer while registering at the website or placing an order, shall be deemed as a proper and adequate notification of the Buyer of goods readiness for shipment from the Seller’s stock. In case e-mail address specified by the Buyer appears to be incorrect (wrong) and (or) if the Seller is unable to reach the Buyer at the specified phone number, the Seller shall be considered to have been duly fulfilled its obligations on Buyer’s notifying of goods readiness for shipment from the Seller stock.
Should the Buyer fail to arrive at the Seller’s stock location for goods collection within 1 (one) week upon the receipt of Seller’s written notification of goods readiness for shipment, the Seller shall not assure further goods availability on the Seller’s stock and shall be entitled at its sole discretion to postpone delivery term without prior notice to the Buyer.
The collection of goods shall be performed from the Seller’s premises – which is deemed as a place of performance – unless otherwise expressly agreed by the Parties
Upon Buyer’s request the Seller is able to ship the ordered goods to another address indicated by the Buyer at the Buyer’s expense. In this case delivery shall be performed ex-warehouse, i.e. the place of performance in this case shall be Vilnius, Lithuania. Unless otherwise agreed, the Seller shall be entitled to choose the method of shipment (in particular, the Carrier route, packing) at his own discretion. The Seller shall perform goods shipment from its stock immediately after the receipt of the invoiced amount and order any goods not in stock; the latter will also be shipped without delay as soon as the goods come to the Seller’s stock. If the ordered goods are not available on stock, the Seller shall indicate an estimated delivery time during order procedure; this notification shall be considered as non-binding. In case delay in delivery makes up for more than 4 (four) weeks upon the expiry of estimated delivery term specified during order placement, the Buyer shall be entitled to cancel the contract for this reason. The Seller shall notify the Buyer of delivery term for the goods in any circumstances.
If the Seller due to valid reasons fails to deliver the ordered goods to the Buyer, the Seller shall offer another good either with similar properties or the most similar product, or equally costed goods. The Seller shall be obliged to return to the Buyer the money paid within 5 (five) working days upon the receipt of the Buyer’s written request or set off the transferred monetary funds against future orders. In the given case, the Seller shall not be held liable for non-delivery of goods. The Seller shall not have any liability for his inability to sell the goods of identical model and version if such goods are absent at other Sellers.
The risk of accidental loss and accidental deterioration of the goods shall be transferred to the Buyer upon the receipt of the goods’ by the Buyer or other duly authorized agents for goods’ collection, but within the period not later than delay in goods’ acceptance by the Buyer occurs. Upon goods shipment the risk of accidental loss and accidental deterioration shall be transferred to the Buyer once the goods are collected by transportation firm, forwarding agent or other agent authorized to carry out transportation.
The Buyer shall accept the goods on his own. In case he is unable to accept goods on his own and the goods are delivered to the specified address and based on the other data submitted by the Buyer, the Buyer shall not be entitled to raise a claim against the Seller that the goods have been delivered to the inappropriate party.
In all cases, the Seller shall not be held liable for failure to meet delivery terms, if the goods are not delivered or delivered not in time due to the Buyer’s fault or by reasons beyond the Seller’s control.
In case of delay in goods’ acceptance by the Buyer, the Seller shall be entitled to demand compensation for any resulting damages including additional expenses (e.g. storage costs). In this case the Seller automatically prolongs delivery terms for the goods up to maximum delay in goods’ acceptance. The Seller reserves the right to assert further claims.
If delay in goods’ acceptance occurs, the Buyer shall be entitled to receive the goods only after he performs payment against additional invoice which includes extra expenses incurred by the Seller and other indemnifications. Maximum delay of goods receipt by the Buyer shall be limited by 30 (thirty) calendar days. Upon the expiry of this term, the Seller shall not be obliged to supply the goods and shall be entitled to terminate the contract at his own discretion. In that event the Seller shall within 5 (five) working days upon contract termination date refund the amount of advance payment excluding all Seller’s extra expenses and costs to be deducted from the amount of advance payment.
The Buyer shall immediately notify the Seller of any changes in the delivery and/or billing address. If changes have been introduced in the delivery address after goods transfer to the transportation company, the Buyer shall indemnify the Seller for extra shipping charges related to goods redelivery to a new address.
If incorrect address has been provided by the Buyer and due to this the delivery of goods is impossible, the Seller shall use the best reasonable endeavors to identify a correct delivery address. The Seller shall inform the Buyer of readdressing and deliver or make an attempt to deliver the cargo to the correct address. Readdressing may result in the occurrence of extra costs. The Seller accepts cargos to be shipped at the addresses in the form of post box only if there is a phone number of consignee. If the Seller fails to deliver the cargo at the first attempt, the cargo can be released for delivery by post, therewith a post receipt shall be deemed as a sufficient proof of delivery. If it is impossible to transfer the cargo to the consignee, the Seller will try send to the consignee address a notification informing of the attempt to deliver the cargo and its location. If at the next attempt to deliver the cargo, the goods will not be transferred to the consignee or the consignee will refuse to accept it, the Seller will try to contact the Buyer to agree on further steps to be taken. The Buyer shall be obliged to pay for any incurred by the Seller expenses related to cargo readdressing, disposal and return, and where necessary, pay for the Seller’s further attempts to deliver the cargo and related further steps. If the Seller will not be timely provided by the Buyer with the instructions after second attempt to deliver the cargo is made, the Seller shall reserve the right to dispose or sell the cargo contents at his own discretion.
The Buyer shall be entitled to reject the goods of proper quality not later than in 14 (fourteen) working days from the delivery date in cases expressly set out by applicable law of the Lithuanian Republic. The Buyer shall not be entitled to reject the goods of proper quality, if the goods have been supplied under order in advance (i.e. the goods that has been unavailable in the Seller’s stock upon order placement by the Buyer).
Should applicable law of the Lithuanian Republic and the present Terms permit the return of goods of satisfactory quality, it is required to submit the documents confirming the goods purchase. Such goods shall be returned in the original packing and in a complete set. The Buyer may use an established right to reject the supplied goods if it has not been damaged, used and there are no signs of its installation and changes in its general look.
Return of the proper quality goods shall be performed at the Buyer’s expense and by transport provided by the Buyer.
In case the Seller receives a prescribed rejection from the goods, he shall refund to the Buyer the amount paid within 5 (five) working days upon Buyer’s written request or set off the transferred funds against future orders.
Set-off, right of retention
The Buyer shall be entitled to set off counterclaims only if they are undisputed and expressly agreed by the Seller in writing.
The Buyer has a right of retention only in relation to counterclaims from the same contractual relationship (order).
Reservation of title
The goods remain in the ownership of TS CENTRAS until all payments have been received by the Seller in full.
If in violation of the contract the Buyer fails to make a payment, including default of payment, the Seller shall be entitled to demand return of the delivered goods.
The Buyer shall treat the goods with all due care, to provide suitable insurance and, where necessary, carry out maintenance.
As long as the purchase price has not been paid in full, the Buyer shall immediately notify the Seller in writing if the goods are encumbered by any third party rights or otherwise exposed to disposal by a third party.
The Buyer shall be entitled to resell the goods with reserved title as part of its normal business. In such a case the Buyer from now shall cede to the Seller all its claims from such a resale, irrespective of whether this resale takes place prior to or after any processing of the goods with reserved title. The Seller’s right to recovery of such claims on his own remains unaffected by this provision, however, the Buyer shall be also entitled to perform such recovery on his own. In this regard, the Seller undertakes not to recover any claims until the Buyer fulfils his payment obligations, no insolvency or bankruptcy petition or similar proceedings have been filled and payments from the Buyer have not been discontinued.
Upon Buyer’s request the Seller at his discretion shall be entitled to pass to the Buyer the title for the goods with reserved ownership right and ceded claims, provided that the cost of such goods exceed the value of guaranteed claims by more than 10%.
Warranty, notice of defect
General characteristics of every product to be sold are indicated in the description provided for all goods.
Warranty maintenance of the goods shall be performed by authorized service centers of manufacturers, located on the corresponding territory.
The Seller shall not be liable in cases when the goods displayed on the online store do not correspond by its color, shape or other parameters to size, shape and color of actual goods due to features of displaying device used by the Buyer.
The photographs are given for illustration purposes only, original goods may differ from the goods on the photos. Publication of the information, obviously inconsistent with the goods, including but not limiting to price, photos, product description and etc., shall be deemed as a technical error. The photographs shall not be used as a ground for claims. If the Buyer have questions with the regard to goods properties and characteristics, he shall contact the online store manager before order placement for clarification. The Seller shall not be liable for Buyer’s wrong selection of characteristics and (or) modifications of the goods.
The Buyer shall examine the goods immediately upon collection or delivery. If a defect, shortage or incompleteness of the goods have been found during the examination, the Seller shall be immediately notified thereof in writing, in this regard the time of defect notice sending shall be of critical importance. Should the Buyer sign an invoice (delivery note) or other document of transfer and acceptance without making any notes, it shall be considered that the goods have been handed in a proper condition. If the goods are delivered by the freight carrier in the damaged package, the Buyer shall open the package in the presence of a carrier representative, inspect the goods and note damages, shortage and incompleteness in the delivery report (carrier’s consignment note). The Buyer’s rights in this regard depend on the Buyer fulfilment of his obligations on examination and notification. If the Buyer fails to fulfil above obligations, the goods shall be considered approved, unless TS CENTRAS conceals the defect intentionally. Goods with obvious defects may not be fitted, connected or combined with moveable items.
The Buyer shall provide the Seller an opportunity to inspect the defect immediately and shall follow the Seller’s instructions on limiting costs and damage. The defective goods shall be returned to the Seller’s premises free of chargefor the purpose of inspection, i.e. the Buyer shall bear transportation costs.
In the case of defects, the Buyer may retain the agreed purchase price only to a reasonable extent in relation to the defects established.
The Seller shall bear the material costs necessary for examination and defect elimination provided a defect actually exists. If, however, the Buyer’s request for defect elimination turns out to be unjustified, the Seller is entitled to demand from the Buyer to refund the costs incurred by the Seller in this regard. The Seller shall not bear dismantling and refitting costs.
If it is impossible to eliminate the defect or replace the faulty parts of the goods, the Seller shall reimburse the cost paid for faulty parts and assemblies. In this case, the Buyer shall not be entitled to demand to reimburse the cost of repair, setting/adjustment or replacement unless these measures have been pre-agreed with the Seller.
In urgent cases where a danger to plant safety appears and in order to avoid disproportionately greater damage or if the Seller fails to eliminate the defects, the Buyer upon prior agreement with the Seller shall be entitled to eliminate the defect on his own or have it removed by a third party and demand the reimbursement of necessary costs from the Seller, providing it has been priory agreed with the Seller. The Buyer shall immediately notify the Seller of defect elimination by the Buyer on his own or with involvement of third parties and submit all documents confirming the expenses incurred by the Buyer in this regard. The Seller shall not be liable for the consequences of incorrect elimination or other modification of the delivered item by the Buyer or a third party.
The Buyer shall not be entitled for indemnification from the Seller if it has entered into agreements with its customers beyond legal claims and rights regarding defects.
Liability
As prescribed by the law the Seller is liable for cases of intent or gross negligence made by the Seller, his representatives or authorized agents; as well as in the case of culpable breach of essential contractual obligations, i.e. generally the Seller’s obligation shall be limited to free of defects items’ delivery.
The above shall not exclude the liability due to culpable damage to life or health.
There are no other Sellers liability for damages, except for damages occurred on the delivered item itself; Seller’s liability for damages is furthermore limited to damages typical for the kind of contract in question.
The Seller shall have no other liability unless expressly agreed otherwise. This also applies for Seller’s employees, workers, authorized agents and representatives.
The Seller shall not be liable for loss of revenue, profit, sales markets, reputation, customers, possibility to use the contents or any other possibility, as well as for other kinds of lost revenues, incidental expenses, loss of expected profit or other specific damages resulted from loss, damage, late delivery or misdelivery of the Buyer’s cargo even in case the Seller was aware of such damages to be likely to happen by the Buyer.
The Buyer shall be fully responsible for validity of data stated in the registration form. Should the Buyer fail to mention precise data in the registration form; the Seller shall not be responsible for the complications resulted therefrom.
The Buyer shall be responsible for the actions carried out with the use of the present online store.
The Buyer shall be responsible for data transfer to third parties. If the services provided by TS CENTRAS are used by the third party, connected to the online store using the Buyer’s connection data, the Seller shall treat such a party as to the Buyer.
The Seller shall be exempt from any liability in cases of losses arisen due to the Buyer’s fault who with disregard to the Seller’s recommendations and own obligation fails to read and understand the present Terms although granted with such possibility.
Should the Buyer attempt to harm the stability and safe operation of online store or break its obligations, the Seller shall be entitled immediately and without notice to restrict or suspend a possibility of online store use or in exceptional cases to delete the Buyer’s account.
Under certain circumstances the Seller can shut down the online store on the short-term or in full without prior notification of the Buyer.
General provisions, legal venue, place of performance
Contract language is English.
The present General Terms and Conditions and the individual purchase contracts are exclusively covered by the law of the Republic of Lithuania. United Nations Convention on Contracts for the International Sale of Goods shall not apply.
Place of performance and exclusive – including international – legal venue for all disputes arising directly or indirectly from or in relation to an order placed by the Buyer with TS CENTRAS is Vilnius, Lithuania. All the disputes shall be resolved in the state courts at the location of “TS CENTRAS”. The Seller shall be entitled at his discretion to file legal action under general jurisdiction of the Buyer.
Disclaimer
TS CENTRAS refers to its pages with links to other sites on the Internet. For all these links applies: TS CENTRAS expressly declares that it has no influence on the design and content of linked pages. Therefore, we dissociate ourselves from all contents of all linked pages of third parties on www.enginepartsonline.eu and we do not adopt their content. The respective provider or operator of the pages is always responsible for the contents of any Linked Site. The linked sites were checked at the time of linking for possible violations of law. Illegal contents were not there at the time of linking. A permanent control of the linked pages is unreasonable without concrete evidence of a violation. Upon notification of violations, we will remove such links immediately. This declaration applies to all links and for all contents of pages to which the links lead.
Copyright and trademark law
All Internet offers on www.enginepartsonline.eu and possibly protected brands and trademarks are subject without restriction to the provisions of applicable trademark law and the ownership rights of the respective registered owners. The mere mention does not draw the conclusion that trademarks are not protected by third party rights. The copyright for any material created by TS CENTRAS even objects such as icons, visualizations and illustrations remains with TS CENTRAS. Therefore, it is not permitted to download the website in whole or individual parts of it, to reproduce and spread.
Information sharing
All notifications shall be sent by the Seller to the Buyer’s e-mail address mentioned upon registration. All the information sent to the Buyer in this way shall be considered as having a legal effect and shall be considered as received upon the expiry of 1 (one) working day from sending date.
The Seller shall not be liable for any interruptions in electronic operation of e-mail service provider networks and for other troubles causing non-receipt by the Buyer of the Seller’s information and confirmation e-mails. The Parties agree that availability of e-mail copy or other message addressed to the Buyer at the Seller’s server (in data base or other data storage device) shall be deemed a sufficient evidence of any information sending to the Buyer.