EVOK3 Performance Limited
TERMS AND CONDITIONS OF SALE
1 APPLICABLE TERMS
1.1 Any quotation given by EVOK3 Performance Limited of 53 East Street, Thame, Oxon, OX9 3JS, England (the “Seller”) is an invitation to the Buyer (the “Buyer”) to make an offer only and no order placed by the Buyer with the Seller in pursuance of a quotation or otherwise shall be binding on the Seller unless and until it is accepted in writing by the Seller’s acceptance of order form or despatch note or delivery note, or the goods are despatched.
1.2 The Seller’s acceptance for the Buyer’s order shall be conditional upon approval of the Buyer’s credit. Where such approval has not been given, cash must accompany the order.
1.3 Any contract made with the Seller for the sale of goods shall incorporate and be subject to these conditions (the “Conditions”) and any representation or warranty, written or orally made or given prior to the contract is hereby expressly excluded and all brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, application guides and information, price lists and other advertising matter are intended only to present a general idea of the goods described therein. Any application guidance, cross-reference or other information given by the Seller is for general guidance only and the Seller is not responsible for whether the goods are appropriate for the application or purpose for which they are to be used.
1.4 In the event that no quotation is given by the Seller and the Seller has received an order from the Buyer then provided that the Buyer shall have notice of these Conditions, in such circumstances all goods are sold subject to these Conditions.
1.5 Unless otherwise agreed in writing, the Seller reserves the right to despatch or deliver goods of a modified design provided that any difference does not make the goods unsuitable for any purpose the Buyer has made known to the Seller.
1.6 The Seller reserves the right to subcontract the fulfilment of the order including any delivery or installation or any part thereof.
1.7 The Seller will provide copies of invoices, advice notes and proofs of delivery on request from the Buyer.
1.8 The Seller reserves the right at its discretion and subject to prior notice to the Buyer to levy a charge for the provision of such copies.
1.9 Part numbers recommended, including alternatives and equivalents, are offered in good faith. Customers are required to check that any parts received are appropriate for the intended application and therefore EVOK3 are not liable should any claim arise due to an incorrect part being fitted.
2 THE PRICE
2.1 Prices payable for the goods shall be the amount shown on the Seller’s prices advice note.
2.2 The Seller may at any time revise prices to take into account any increase in the Seller’s costs (including but not limited to the cost of new materials, labour, transport or other overheads, any tax, duty or other law and variation in exchange rates). The Seller also reserves the right to levy a surcharge to cover increased costs arising from congestion charges, duties, fuel or other cost price increases.
2.3 VAT will be charged at the rate applicable at the date of invoice, and unless otherwise specified any VAT and any additional duties, taxes and sales levies or surcharges will be added to the invoice price.
3.1 Save as provided in Conditions 1, 2 and 5 hereof or unless agreed in writing by the Seller:
3.1.1 Payment of goods is required in full prior to the despatch of goods.
3.1.2 The provision of credit terms, any extension of credit terms to, or acceptance in variation of the method of payment by the Buyer from those set out under point 3.1 may be withdrawn at any time.
3.1.3 Interest shall be payable at the option of the Seller on overdue accounts at an annual rate equivalent to 3% per month above Metro Bank Base Rate to run from the due date for payment thereof until receipt by the Seller of the full amount whether or not after judgement.
3.2 The Buyer shall not be entitled to withhold or set-off payment, including by the issue of debit notes, for goods delivered or work done for any reason whatsoever. The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
This contract shall be subject to the provision that if at any time thereafter the Seller is advised of circumstances casting doubt on the Buyer’s creditworthiness or satisfactory security for payment is not given on request, the Seller may require payment of the whole or part of the purchase price from the Buyer in advance and pending such payment the contract shall be suspended. In the event of such advance payment not being made within a reasonable period stipulated by the Seller, the Seller may cancel the Buyer’s order without liability and the Buyer shall be responsible for any resulting loss to the Seller.
5 EXPORT SALES
5.1 Notwithstanding the provisions of Conditions 3, 6 and 9 hereof:
5.1.1 In any case where goods are sold CIF or FOB or on the basis of other international trade term the meaning of such term contained in Incoterms as raised from time to time shall apply except where inconsistent with any of the provisions contained in these Conditions in which case these Conditions shall prevail.
5.1.2 Unless otherwise agreed the price for the goods shall be paid in cash prior to delivery.
5.1.3 Should the Buyer fail when requested by the Seller and within the time specified by the Seller to take any action necessary on its part for delivery and/or shipment of the goods then:
188.8.131.52 the Seller shall be entitled by way of delivery to store the goods in a warehouse at the expense and risk of the Buyer;
184.108.40.206 the price shall become immediately payable;
220.127.116.11 if payment is secured by letter of credit the Seller shall be entitled to payment on presentation of the copy sales invoice and warehouse receipt; and
18.104.22.168 the Seller shall be entitled after the expiration of 3 months from the date upon which the price became payable to dispose of the goods in such manner as the Seller may determine without accounting to the Buyer therefore.
5.1.4 Section 32(2) of the Sale of Goods Act 1979 shall not apply. The Seller shall not be required to give the Buyer the notice specified in Section 32(3) of that Act.
5.2 In these Conditions "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
The risk in respect of all goods sold under the contract shall pass to the Buyer upon the despatch of the goods by the Seller from its premises notwithstanding agreement by the Seller to bear the cost of delivery or to deliver the goods itself. In any event the property in the goods shall not pass to the Buyer except as provided in Condition 7 hereof.
7 TITLE RETENTION
7.1 Until the purchase price of the goods comprised in this or any other contract between the Buyer and the Seller shall have been paid or satisfied in full (if by cheque then only upon clearance):-
7.1.1 The property in the goods comprised in this contract remain vested in the Seller (notwithstanding the delivery of the same and the passing of the risk therein).
7.1.2 The Buyer shall store the goods in such a way that they can be readily identified as being the Seller’s property.
7.1.3 The Buyer shall on request inform the Seller of the precise location of each item of the goods identified where applicable by its serial number, by supplying the Seller at its expense within 5 (five) Business Days of its request with a written schedule of the said locations.
7.1.4 The Buyer may sell the goods as the Seller’s agent in the normal course of the Buyer’s business and may pass good title to the Buyer’s customer being a bona fide purchaser for value without notice of the Seller’s rights on the following Conditions:-
22.214.171.124 The Seller may at any time revoke the Buyer’s said power of sale in the circumstances set out in Conditions 3 and 4 of these Conditions.
126.96.36.199 The Buyer’s power of sale shall automatically cease in any of the circumstances set out in Condition 14 of these Conditions.
188.8.131.52 The Buyer shall notify the Seller without delay of any attachment of the goods or actions by third parties which might infringe the Seller’s title to the goods.
7.1.5 Upon determination of the Buyer’s power of sale the Seller shall be entitled by itself its servants or agents to enter upon any of the Buyer’s premises for the purpose of removing and repossessing such goods and the Seller shall be entitled to claim from the Buyer the costs and expenses incurred by the Seller in and ancillary to the process of such removal and repossession.
7.1.6 Until title in the goods has passed to the Buyer the Buyer shall not purport to be the owner of the goods and shall not show such goods as stock in its accounts.
7.1.7 The Buyer shall insure the goods against theft, or any damage howsoever caused until their price has been paid or until sale, whichever shall first occur, and the Seller shall be entitled to call for details of the insurance policy. If the Buyer shall not insure the goods or shall fail to supply details of its insurance policy on demand to the Seller the Buyer shall reimburse the Seller for the cost of any insurance which the Seller may reasonably arrange in respect of any of the goods during the whole or any part of the period from the date of its delivery of the goods until the date of payment to it of their full purchase price.
7.2 Nothing in these Conditions shall:
7.2.1 entitle the Buyer to return the goods or to delay payment therefor; or
7.2.2 constitute or be deemed to have constituted the Buyer as the Seller’s agent otherwise than for the purpose of this Condition 7;
7.2.3 or render the Seller liable to any third party for any unauthorised representation or warranty made or given by the Buyer to such third party in relation to the goods;
7.2.4 prevent the Seller from maintaining an action for the price notwithstanding that the property in the goods may not have passed to the Buyer.
8 TITLE RETENTION (SCOTLAND)
In the case of sales of goods in Scotland, Condition 7.1 hereof shall not apply, and in place thereof there shall be substituted the following Condition:
“7.1(a) Until the purchase price of the goods comprised in this contract between the Buyer and the Seller shall have been paid in full:”
9.1 Any dates given in the contract for despatch or delivery of goods shall constitute estimates of expectation only and shall not be binding unless the contract otherwise expressly provides and subject to the provisions of Conditions 9.4 and 9.5 below the Buyer shall accordingly accept delivery of the goods when tendered.
9.2 The method and route of despatch of the goods shall be selected by the Seller.
9.3 Unless expressly agreed the Seller may affect delivery in one or more instalments and where delivery is effected by instalments, each instalment shall be treated as a separate contract.
9.4 Subject to Condition 2 delivery shall be at the Seller’s premises unless otherwise stipulated or agreed by the Seller in writing. Where delivery is effected otherwise than at the Seller’s premises, to a location in its normal delivery area, no additional charge will be made by the Seller provided delivery is effected by the Seller’s normal means of distribution in its own vehicles. Where delivery is effected elsewhere or by any other means of distribution a charge for delivery will be made.
9.5 If notwithstanding the Seller’s best endeavours, the Seller fails to despatch or deliver the goods by such date, such failure shall not constitute a breach of the contract and the Buyer shall not be entitled to claim compensation for such failure or for any consequential loss or damage resulting therefrom.
9.6 Subject to the provisions of Condition 9.5 above, where despatch or delivery of the goods is delayed by more than 30 (thirty) Business Days beyond the date given in the contract, the Buyer shall grant the Seller a reasonable extension period and if upon the expiry of the extension period the goods have not been despatched or delivered, the Buyer shall be entitled to withdraw from the contract upon written notice and in such circumstances the Buyer shall pay at the contract rate for all goods sold by the Seller to the actual date of termination.
9.7 If at the date on which the Seller is ready to despatch or deliver the goods the Buyer delays acceptance thereof for any reason whatsoever, the goods will be stored by the Seller but the Buyer shall pay to the Seller an amount equivalent to what the Buyer would be liable to pay if the goods had in fact been despatched or delivered together with reasonable storage charges for the period of delay and the cost of any additional handling and transporting incurred. If on the expiry of 15 (fifteen) Business Days after the date on which the Seller is ready to despatch or deliver the goods the Buyer has not accepted the goods, the Seller reserves the right immediately to cancel the Buyer’s order. This cancellation shall entitle the Seller to dispose of the goods and obtain from the Buyer compensation for loss of profit in addition to any other sums due to the Seller under these Conditions.
9.8 Claims in respect of incomplete or incorrect supplies or in respect of damage or defects apparent from inspection must be notified to the carrier and to the Seller as soon as possible and in any event not later than 10 (ten) Business Days after receipt of the goods at the place of destination.
9.9 Claims in respect of shortages of goods must be notified to the Seller as soon as possible and in any event not later than 3 (three) Business Days after receipt of goods at the Buyer’s premises.
9.10 Claims in respect of non-delivery of goods must be made as soon as possible and in any event within 4 (four) Business Days of the receipt by the Buyer of the Seller’s invoice.
9.11 Any cancellation or changes to any order by the Buyer after confirmation of order, must be provided in writing to EVOK3 Performance at email@example.com and are subject to the buyer accepting to pay to be released from his contractual purchase obligations. Charges may vary depending on the nature of the cancellation but will not exceed 25% of the cancelled order value.
9.12 Returns can only be accepted upon prior agreement with EVOK3 Performance. All returns must be in the original manufacturer’s unopened packaging, originally purchased from EVOK3 Performance and accompanied by the original invoice number of the purchase.
9.12.1 Returns after 30 days of purchase will be charged a 25% restocking fee.
9.12.2 Returns made over 90 days of purchase will be charged a 50% restocking fee.
9.12.3 All orders that are made to order, therefore not in the current EVOK3 Performance inventory holdings. For example, Race Safe Cells, Customer specific parts, Upgrade Turbos, are not accepted as a return for credit.
10.1 The receipt of information from the Purchaser and the delivery by the Seller does not in any way imply a warranty that the goods will be suitable for purposes disclosed. The only warranty which the Company makes is in connection with proprietary goods supplied.
10.2 Warranty is conditional on the vehicle being properly serviced according to the recommendations of the vehicle manufacturers.
10.3 Warranty may be denied in the event of either the Turbocharger or the engine being modified.
Turbochargers, engine, fabrication and electronics upgrade parts used for any form of racing are supplied in good faith and on the understanding that no guarantee is given in respect of performance or reliability of the product, either by the manufacturers or EVOK3 Performance. EVOK3 Performance cannot be held responsible for personal injury or damage caused to the engine or vehicle by a failed turbochargers, engine, fabrication and electronics upgrade parts. It is the responsibility of the buyer to check if the parts supplied meet local laws and environmental regulations. All parts supplied are for motorsport use only.
10.4 In the event of any goods proving defective during the period of the warranty due to faulty material or Workmanship the Company shall, at its option either supply replacement goods or repair such defective Goods free of charge.
10.5 Save as provided herein all representations, conditions, Warranties and terms, whether express or implied by Common law statute or otherwise, as to the quality, Condition or fitness for any purpose of the goods are excluded. Other product - supplied by EVOK3 Performance from other manufacturers will carry the conditions of guarantee as specified by that manufacturer - available upon request.
11 FORCE MAJEURE
11.1 The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of the goods by the Seller being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Seller’s reasonable control including but not limited to Act of God, or riot, strike, lock-out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expenses in obtaining workmen, material or transport or other circumstances affecting the supply of the goods or of raw materials thereof by the Seller’s normal source of supply or the manufacture of the goods by the Seller’s normal means or the delivery of the goods by the Seller’s normal route or means of delivery.
11.2 If a limited quantity of goods is available to the Seller by reason of such circumstances or events the Seller may apportion the available quantity to Buyers at its entire discretion.
The Seller retains a general lien on any of the Buyer’s equipment or other goods on the Seller’s possession for any unpaid balance the Buyer may owe to the Seller.
13 INSOLVENCY AND BREACH OF CONTRACT
In the event of any breach of these Conditions not being remedied by the Buyer within 5 (five) Business Days of the Seller’s written notice requesting such remedy or upon the Buyer entering into any composition or arrangement with its creditors or passing a resolution for winding up the entering into liquidation (whether voluntary or compulsory) or any similar arrangement or a Receiver is appointed of the Buyer’s assets, the Seller shall be entitled without prejudice to its other rights hereunder to suspend all further deliveries and/or determine the contract or any unfulfilled part thereof and the Buyer shall be responsible for any resulting loss to the Seller.
14 INTELLECTUAL PROPERTY
14.1 Usage & Relevance
These terms govern the use of this website, and by browsing this website you accept these terms in full and agree to abide by them. If you disagree with these terms you do not have permission to use our website.
Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
All trademarks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.
From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
You may not create a link to this website from another website or document without our prior written consent.
You must not:
14.2.1 Republish material from this website (including republication on another website);
14.2.2 Sell, rent or sub-license material from the website;
14.2.3 Show any material from the website in public
14.2.4 Reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose
14.2.5 Edit or otherwise modify any material on the website; or
14.2.6 Redistribute material from this website [except for content specifically and expressly made available for redistribution] (such as our newsletter)
14.2.7 Where content is specifically made available for redistribution, it may only be redistributed within your organisation.
14.3 Acceptable Use
You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, root kit or other malicious computer software.
You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent.
You must not use our website to transmit or send unsolicited commercial communications.
You must not use our website for any purposes related to marketing without our express written consent.
14.4 Restricted Access
Access to certain areas of our website will be restricted. We reserve the right to restrict access to any part of our website at our discretion.
If we provide you with a user ID and a password to enable you to access restricted parts of our website or other content or services, you must ensure that the user ID and password is kept confidential.
We may disable your user ID and password at our sole discretion without notice or explanation for any purpose, including maintenance, security enquiries and at your request.
14.5 Limited Warranties
Whilst we endeavour to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up-to-date.
To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions relating to this website and the use of this website (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose, and/or the use of reasonable care and skill).
14.8 Our Details
If you have any questions, comments or concerns arising from the website or any other relevant terms and conditions, policies and notices or the way in which we are handling your personal information please contact us by email at firstname.lastname@example.org
The full name of the company is:
EVOK3 Performance Limited
53 East Street
Registered in England and Wales under registration number: 11911321
15 USE OF MARKETING MATERIAL
15.1 For the purposes of this Condition 15, “Marketing Material” means all advertising, marketing and promotional materials associated with the Seller’s goods, including but not limited to packaging, tags, labels, advertising, marketing, promotions, displays, display fixtures, catalogues, instructions, technical sheets, user guides, data sheets, price files, stock files, designs, logos, trademarks, images, websites and other materials of any and all types, and in written, digital or any other format.
15.2 Property in any Marketing Material supplied by the Seller to the Buyer remains with the Seller and the Buyer shall not use any Marketing Material (whether or not supplied by the Seller) without the prior written consent of the Seller.
15.3 The Buyer shall not copy or alter any Marketing Material supplied by the Seller to the Buyer.
15.4 The Buyer shall not use the Marketing Material to advertise, promote or resell the Seller’s goods on any third-party web platform.
15.5 The Buyer shall not supply to any third party any Marketing Material (or copies thereof) supplied by the Seller to the Buyer.
15.6 The Buyer shall at the request of the Seller promptly:
15.6.1 cease using the Marketing Material;
15.6.2 destroy any obsolete Marketing Material;
184.108.40.206 implement any amendments or updates to the Marketing Material notified by the Seller; and;
15.6.4 return to the Seller any Marketing Material supplied by the Seller to the Buyer.
Any notice to be served under these Conditions may be given orally in person or by telephone but must be confirmed in writing as soon as possible and in any event within 24 hours to the intended recipient either within the United Kingdom by prepaid first class post (when it will be deemed served at noon on the first Business Day after it was posted); or by electronic mail between the hours of 9.00 a.m. and 5.00 p.m. on a Business Day, (when it will be deemed served twelve hours after it was transmitted); or by personal delivery (when it will be deemed served when it is delivered). The address for service of notices shall be the party's address as shown in the contract or as subsequently notified in writing.
16.2 Business Day
For the purposes of these Conditions “Business Day” means any day (other than a Saturday or Sunday) on which banks are generally open for business in the City of London.
The waiver by the Seller of any breach of any term hereof shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.
Should one Condition hereof be invalid the provisions of the remainder hereof shall not be affected and in such case the parties hereto shall co-operate to agree replacement terms which are legally valid in order to achieve as nearly as possible the original intentions of the parties particularly regarding the economic effect of such Condition.
The titles of the Conditions hereof shall not be taken into account in the construction hereof.
16.6 Governing Law
Any contract in which these terms relate shall be governed by English Law and the parties shall submit to the sole jurisdiction of the English Courts.