Website Terms and Conditions of Sale
Terms and Conditions for Website Sale of Tyres and Tyre Fitting Services
1.1 In these Conditions:
'Company' means Modern Tyre Retail Co., Ltd., a Company incorporated under the Civil & Commercial Code and having its registered office at 256 2nd Floor, Moo 3, Bangkhunkong Sub-District, Bangkruai District, Nonthaburi 11130 Thailand. The registration number of Company is 0125561000747.
'Blackcircles Website' means the website published by Company on the World Wide Web of the Internet with the uniform resource locator (URL) https://www.blackcircles.co.th;
'Conditions' means these terms and conditions for website sale of tyres and tyre fitting services;
'Contract' means the contract for the purchase and sale in Blackcircles Website as constituted and evidenced by the Customer's Order and the Order Confirmation;
'Customer' means the person whose offer for the Goods is accepted by Company;
'Customer's Order' means an order from the Customer submitted to Company through the Blackcircles Website by completion of the staged ordering process set out therein through submission of forms and following a series of process as directed on the Blackcircles Website;
'Force Majeure' means any event the happening of which could not be prevented, explosion, flood, tempest, lightning strike, fire, accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary, regional or local authority, import or export regulations or embargoes, strikes, lock outs or other industrial actions or trade disputes (whether involving employees of Company or of a third-party), difficulties in obtaining raw materials, labour, fuel, parts or machinery or power failure or breakdown in machinery;
'Fully Fitted Service' means the service provided by Company for the sale of tyres to Customer via the Blackcircles Website and the subsequent arranging of fitting of such tyres to Customer' vehicles using third party service providers;
'Goods' means the tyres (including any fitting of the tyres or any parts for them) or services which Company is to supply in accordance with these Conditions;
'Order Confirmation' means confirmation in Writing by Company of acceptance of the Customer's Order issued prior to supply of the Goods to the Customer;
'Writing' includes electronic mail, telex, cable, facsimile transmission and comparable means of communication.
2. BASIS OF THE SALE
2.1 Company shall sell and the Customer shall purchase the Goods in accordance with the Customer's Order and Order Confirmation, subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such offer is made or purported to be made by the Customer.
2.2 The Customer acknowledges that the website text, price lists, lists of items for sale or other sales literature published on the Blackcircles Website constitute an invitation to treat and may not be construed by the Customer as any offer by or binding obligation upon Company to sell any item to the Customer.
2.3 No variation to these Conditions shall be binding unless agreed in Writing between authorised representatives of the Customer and Company.
2.4 Company's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by Company in Writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed.
2.5 Any advice or recommendation given by Company or its employees or agents to the Customer as to the storage, application or use of the Goods which is not confirmed in Writing by Company is followed or acted upon entirely at the Customer's own risk, and accordingly Company shall not be liable for any such advice or recommendation which is not so confirmed.
2.6 Even though the effort is made by Company, to ensure no such error or omission occurs, the Company reserves the right to correct, without any liability on the part of Company, any typographical, clerical or other error or omission in any sales literature, price list, website text, acceptance of offer, invoice or other document or information issued by Company.
3. OFFERS AND SPECIFICATIONS (Spec)
3.1 The Customer's Order shall not be deemed to be accepted by Company unless and until the Order Confirmation has been issued to the Customer.
3.2 The Customer shall be responsible to Company for ensuring the accuracy of the terms of the Customer's Order submitted by the Customer, and for giving Company any necessary information relating to the Goods within a sufficient time to enable Company to perform the Contract in accordance with its terms. Company shall incur no liability resulting from inaccurate information being supplied by the Customer.
3.3 The quantity, quality and description of and any specification (Spec) for the Goods shall be those set out in the Order Confirmation.
3.4 Company reserves the right to change the Goods or any relative specifications (whether such specifications have been submitted by the Customer in the Customer's order or otherwise) and designs at any time, without notice, as a result of changes in the law or at the sole discretion of Company.
3.5 Subject to Clause 8.1, the Customer's Order may not be cancelled by the Customer after the Order Confirmation has been issued except with the agreement in Writing of Company and on terms that the Customer shall indemnify Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Company as a result of cancellation by the Customer of the Customer's order.
3.6 At the date of Customer's Order and payment made, Company shall deliver the Goods produced not more than 15 months from the week specified on the Goods to the customer. In case that the Goods have been produced for more than 15 months from the week specified on the Goods in the date of Customer's Order and payment made, Company shall notify Customer in Writing prior to the fitting. If Customer have not refused within 15 days, it deems Customer accept such Goods.
4. PRICE OF THE GOODS
4.1 The price of the Goods shall be the price specified by Company in the Order Confirmation, or, where no price is quoted in the Order Confirmation, the price listed in Company 's price list or website text on the Blackcircles Website current at the date and time of the Order Confirmation.
4.2 Company reserves the right, by giving notice to the Customer at any time before issuing of the Order Confirmation, to increase the price of the Goods to reflect:-
4.2.1 any increase in the cost to Company which is due to any factor beyond the control of Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture),
4.2.2 any change in delivery dates, quantities or specifications (Spec) for the Goods which is requested by the Customer, or
4.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give Company adequate information or instructions.
4.3 The price of the Goods shall be inclusive of any applicable Value Added Tax, Fitting fee, normal balancing, new rubber valve, transportation cost and disposal of old tyres.
5. TERMS OF PAYMENT
5.1 Subject to any special terms agreed in Writing between the Customer and Company, Company shall be entitled to payment in full for the price of the Goods (including VAT) on the date of the Customer's Order. Company shall debit the Customer's credit/debit card with payment in full for the Goods and applicable Value Added Tax on or after the date of the Customer's Order;
5.2 The Customer shall be obliged to pay the price of the Goods on the date of the Customer's Order. Company shall be entitled to recover the price of the Goods, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued.
5.3 If the Customer fails to make any payment by the relevant due date or if payment is declined or not authorised by the issuer of the Customer's credit/debit card when processed by Company then, without prejudice to any other right or remedy available to Company, Company shall be entitled to:
5.3.1 cancel the Contract or suspend any further deliveries to the Customer;
5.3.2 appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and Company) as Company may think fit (notwithstanding any purported appropriation by the Customer); and
5.3.3 charge the Customer interest (both before and after any decree or judgement) on any amount unpaid, at the rate of 7.5 % per annum from the default date until payment in full is made.
6.1 Where a Customer has booked the Fully Fitted Service, delivery of the Goods shall be made by Company when the Goods are fitted to the Customer's vehicle by the fitting centre specified in the Order Confirmation or such other address as shall be approved of in advance by Company.
6.2 Any dates quoted for delivery and/or fitting of the Goods are approximate only and not guaranteed and Company shall not be liable for any delay in delivery and/or fitting of the Goods howsoever caused. Time for delivery or fitting shall not be of the essence of the Contract unless previously agreed by Company in Writing.
6.3 If the Customer fails to take delivery of the Goods or fails to give Company adequate delivery instructions in the Customer's Order then, without prejudice to any other right or remedy available to Company, Company may:
6.3.1 store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
6.3.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract; or
6.3.3 return the Goods to the supplier and charge the Customer for any costs incurred as a result of such return.
6.4 At the date of fitting of the Goods at the fitting centre, Customer shall confirm their identity that they are the same person named in the Order Confirmation by displaying electronic receipt or vehicles registration. In case that the displayed vehicles registration is discrepant from the Order Confirmation, Customer shall notify Company prior to the fitting date, if not, Company and the fitting centre have the right to reject fitting process.
6.5 In case that Customer need to change the fitting centre to receive and/or be fitted the Goods, Customer shall have to pay an additional expense for transportation in the rate of THB 200/tyre/request.
7. OWNERSHIP AND RISK
7.1 Risk of damage to or loss of the Goods shall pass to the Customer when the Customer is notified that the Goods have been fitted and are ready for collection.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the title to and in the Goods shall not pass to the Customer until all sums due by the Customer to Company (including any applicable interest and charges) have been paid in full.
7.3 The Customer shall not be entitled in any way to charge by way of security for any indebtedness any of the Goods which remain the property of Company, but if the Customer does so, all moneys owing by the Customer to Company shall (without prejudice to any other right or remedy of Company) forthwith become due and payable.
7.4 The old tyres which had been fitted with the vehicles prior to the fitting of the Goods at the fitting centre are Customer’ ownership. If Customer choose to discard the old tyres at the fitting centre, it deems that Customer renounce their ownership of such old tyres.
8.1 Subject to Clause 8.2, prior to the fitting process at the appointment date, or before the arranged fitting date, the Customer shall be entitled to cancel the Contract, return the Goods and receive a 75% refund of the payment made, provided that the Goods have not been used in any way, are in the same good condition in which they were received by the Customer and are returned to Company. In such event the Customer shall be responsible for the costs of returning the Goods and shall indemnify Company or demand against all and any such costs. If Company collects the goods, Company retains the right to charge the Customer for any direct costs associated with the return of the goods.
8.2 Subject to Clause 8.1, refunds to the Customer are entirely at the discretion of Company. In the event that Company, in their sole discretion, grant a refund to a Customer, any costs incurred by Company in procuring that refund shall be borne by the Customer.
8.3 Subject to Clause 8.1, the duration to refund to Customer rely on the duration process of the cardholder’s banks and any other associated parties.
9.1 Company shall be under no liability in respect of any defect in the Goods arising from any inaccuracy in the Customer's Order. Company shall have no liability for errors in any Customer's Order and any loss (or otherwise) that may arise therefrom.
9.2 Company shall be under no liability in respect of any defect in the Goods arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Company's instructions (whether oral or in writing) or misuse or alteration or repair of the Goods without Company's approval.
9.3 Save as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or Common Law are excluded to the fullest extent permitted by law.
9.4 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) be notified to Company immediately in the date of fitting or prior to the fitting process, depending on circumstances.
9.5 Where Company is the subject of any claim regarding damage caused to the vehicle or wheels during the Fully Fitted Service, the Company fitter must be given the opportunity to inspect and rectify the claimed damage. Where the distance required to travel to the original fitter is unreasonable, an alternative Company fitter will be nominated by Company. Work carried out by third parties without an inspection at a fitter designated by Company, or that has not been agreed with Company in writing prior to the work being completed, will not be covered by Company.
9.6 Subject to Clause 8.1, if delivery is not refused, and the Customer does not notify Company in accordance with Clause 9.4, the Customer shall not be entitled to reject the Goods and Company shall have no liability for such defect or failure.
9.7 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to Company in accordance with these Conditions, Company shall be entitled to replace the Goods (or the part in question) free of charge or, at Company's sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price), but Company shall have no further liability to the Customer or any other person.
9.8 Except in respect of death or personal injury caused by Company 's negligence, Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Company, its employees or agents or otherwise) which arise out of or in connection with the supply or fitting of the Goods or their use or resale by the Customer, and the entire liability of Company under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
9.9 Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Company 's obligations in relation to the Goods, if the delay or failure was due to any Force Majeure or other cause beyond Company's reasonable control.
10. INSOLVENCY OF CUSTOMER
10.1 If the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a Company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), has a receiver, liquidator or administrator appointed over any of its property or assets, ceases, or threatens to cease, to carry on business, or if Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly, then without prejudice to any other available right or remedy, Company shall be entitled to cancel the Contract or suspend any further deliveries without any liability to the Customer, and if the Goods have been delivered, but not paid for, the price of the Goods shall become immediately due and payable in full notwithstanding any previous agreement or arrangement to the contrary.
11.1 Company may perform any of its obligations or exercise any of its rights hereunder by itself or where applicable through any other persons (legal or otherwise) or entities.
11.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or headquarter or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.3 No waiver by Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
11.5 The Contract and these Conditions shall constitute the entire agreement between the Customer and Company in respect of the supply of the Goods and shall supersede all previous oral or written representations or agreements relating thereto. In particular, the Customer may not rely on any statements made by any employee, representative or agent of Company.
11.6 Company may assign the Contract with the Customer or sub-contract the whole, or any part thereof to any other person (legal or otherwise) or entity. Unless otherwise agreed in Writing, the Customer may not assign either the benefit or the burden of any contract with Company.
12.1 Company agree to warrant Goods 2 years after the fitting date or 50,000 km (whichever comes first). Company only agree to warrant the damage or defect of the tyre which arising from the manufacturing. The warranty does not cover tyre damage or irregular wear & tear caused or arising from any of the following reason:
(1) Damage from using
(2) Wear & tear from regular use
(3) Errors during assembly and disassembly
(4) Improper use or operation: Improper use such as commercial-use, misuse of vehicles, overloading or racing
(5) Engine modification or change, vehicles alteration or change of fuel
(6) Force Majeure
(7) Assembly, disassembly, repaired, maintenance or change of Goods by unauthorized dealers
(8) Transferring of Goods to other vehicles
(9) Insufficient or improper maintenance; missing the schedule
12.2 Company will assign manufacturer of the Goods to investigate damage or defect arising from manufacturing. The decision of manufacturer after investigation will be final. Company does not involve any process of investigation.
12.3 In the case that manufacturer agree to warrant the Goods, Company will refund the price of the Goods to Customer based on the Pro Rata Calculation (comparing between the time this tyre was used and average expected life). The result of which is calculated by the manufacturer.
12.4 Company does not warrant and is not liable to damage and defect of other vehicles parts or the parts which Goods connected with.
12.5 Company does not warrant and is not liable to loss of Customer life and injury.