Dealership Terms & Conditions
Terms and Conditions of Sale to
of PCA Automobiles India Private Limited
(hereinafter “PAIPL”)I. Application
- Unless otherwise agreed by an authorized distributor and Eurolink in writing, these Terms and Conditions shall apply to authorized distributors who have signed an authorized distributor agreement (the “Authorized Distributor Agreement,” together with these Terms and Conditions hereinafter referred to as the “Agreement”) with PAIPL. In case of conflict between the Authorized Distributor Agreement and these Terms and Conditions, the Authorized Distributor Agreement shall prevail.
- These Terms and Conditions shall apply to all business transactions between Eurolink and the Distributor regardless of whether they are referenced in future purchase orders or order acknowledgements. Contrary, additional or differing terms and conditions of the Distributor shall not apply unless agreed to in writing by PAIPL. These Terms and Conditions apply even in the event that Eurolink makes a delivery to the Distributor without reservations while being aware of the Distributor’s conflicting or deviating terms and conditions.
- Amendments and additions to the Agreement, including to this provision, shall be made in writing.
- Rights accorded to the parties by applicable statutory provisions beyond the scope of these Terms and Conditions shall remain unaffected.
II. Product Offering and Modification
- Eurolink has the right, from time to time, to add, modify or discontinue any product offering.
III. Basic Distributor Responsibilities
During the Term, the Distributor agrees to:
- Provide correct information on all purchase orders of Eurolink products, including complete product numbers, options, quantities and any special instructions. The Distributor assumes sole and absolute liability for any failure, by the Distributor, to provide complete and accurate information when ordering products.
- Indemnify and hold harmless PAIPL and its affiliates, legal successors and assigns from and against all suits, losses, claims, liabilities, costs and expenses (including attorney fees) that PAIPL may sustain or incur as a result of any claim against PAIPL arising directly from any breach of contract, breach of warranty, strict liability in tort or any other theory of law brought by the Distributor’s current or former officers, agents, employees, legal successors and assigns, by the Distributor’s customers, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, if and to the extent arising out of the Distributor’s breach of its obligations under the Agreement, the Distributor’s intentional misconduct or gross negligence, or under applicable law.
- Consistent with the delivery terms set forth in Section V of these Terms and Conditions, pay any and all taxes, duties, fees, charges, costs and expenses of any type or character whatsoever, accruing, incurred, imposed or assessed in connection with or relating, in any manner whatsoever, to the Distributor’s purchase, transportation, storage, distribution, resale, promotion or marketing of Eurolink products.
IV. Offer and Acceptance
- All purchase orders are subject to acknowledgement by Eurolink. No contract is created unless and until acknowledged by Eurolink, either by written acknowledgment or by dispatch of the products, and any provision contained in any written communication by the Distributor or otherwise, is expressly excluded.
- Eurolink products shall, at the time of delivery, conform in all material respects to the description of such products provided to the Distributor by Eurolink through analytical reports, certificates of analysis, technical data sheets or other current product documentation published by Eurolink specifically for the products on PAIPL distributorship or that are included by Eurolink in product shipments.
- Eurolink reserves all rights of ownership in and all intellectual property rights in all offering materials.
- If an individual purchase order is unilaterally annulled by the Distributor or a purchase order or partial purchase order unilaterally cancelled by the Distributor, the Distributor shall reimburse Eurolink all costs resulting from the annulment or cancellation of such purchase order.
V. Scope of Delivery / Terms of Delivery
- For the scope of delivery the written acknowledgement (or purchase order of the Distributor if no acknowledgement is provided) is authoritative. Changes to the scope of delivery shall not be effective unless confirmed in writing by Eurolink. Eurolink reserves the right to make alterations to the purity or specifications of the products to the extent such alterations are not material.
- Eurolink is entitled to make partial deliveries in order to perform its contractual obligations unless partial delivery is not acceptable to the Distributor and the Distributor has referred to this fact in its purchase order.
- Return of the products and a corresponding credit shall only be made with the prior written consent of Eurolink and the Distributor must comply with all instructions of Eurolink with regard to the return of products, including applicable statutory provisions relating to the delivery and packaging of hazardous products
- Delivery periods and dates shall be as specified in Eurolink’s order acknowledgement. All delivery periods and dates are non-binding estimates unless expressly referred to as binding in the order acknowledgement.
- The delivery period shall commence on dispatch of the order acknowledgement by eurolink (or acceptance of the purchase order if no order acknowledgement is provided). In any case, the delivery period shall not commence before the Distributor has furnished all documents, permits, approvals, consents and releases to be provided by it, before all technical questions have been clarified and before any agreed down payment has been received. Compliance with the delivery period is subject to timely and proper compliance with all other obligations by the Distributor.
- The delivery period shall be deemed satisfied if the products have left the facility or Eurolink has notified its readiness to dispatch.
VII. Prices and Payment
- The Distributor has to pay 100% of payment before dispatching the order.
- The Distributor is only entitled to set off counterclaims if they are final, outstanding and non-appealable.
- Eurolink is entitled to deliver against payment in advance before delivering products to the Distributor.
- All prices are net prices excluding statutory value added tax.
- All consumer, sales or indirect taxes, customs, examination and acceptance fees and all other taxes, fees or charges of any kind whatsoever which are imposed by public authorities or allocated to the business transaction between Eurolink and the Distributor shall be paid by the Distributor in addition to the prices indicated on the order acknowledgment or invoice. Eurolink is not obliged to notify the Distributor of potential taxes, fees or charges that may arise.
VIII. Claims for Defect
- The rights of the Dealer with regard to defects shall be subject to the Distributor examining the delivered products upon receipt and notifying Eurolink in writing of any defects no later than one (1) week after receipt of the products. Hidden defects shall be notified to Eurolink in writing immediately after their discovery. The Distributor shall describe the defects in writing.