Unless otherwise stated, capitalised terms in these Conditions shall have the meanings given to such terms in paragraph 20.

Volvo East Asia Pte Ltd administers the OPS to allow you to quickly and efficiently purchase Parts, which are supplied by the Dealer. These Conditions govern the sale and purchase of Parts as between the Dealer and you.

You must agree to these Conditions before you are able to proceed with your transaction. By selecting the check-box below, you confirm that you have read and agree to these Conditions governing your purchase of Parts using the OPS.

1. Conditions Applicable

1.1 All sales of Parts by the Dealer through the OPS are made on the terms of these Conditions, and such terms only, and all Purchase Orders for the Parts shall be deemed to be an offer by you to purchase the Parts upon the terms of these Conditions (and the Dealer shall be entitled to disregard any term in such Purchase Order which is inconsistent with any of such terms). These Conditions shall be deemed incorporated and form a part of each Purchase Order, and shall apply to and govern the arrangement between you and the Dealer with respect to the sale of the Parts (and all matters incidental thereto) to the exclusion of all other terms and conditions, including any terms or conditions which you may purport to apply under any Purchase Order or any other document whatsoever.

1.2 Any variation to these Conditions (including any special terms and conditions agreed between you and the Dealer) shall be inapplicable unless expressly agreed in writing by the Dealer.

2. Purchase Orders

2.1 To make a purchase of Parts, you must submit a Purchase Order using the OPS. You may place a Purchase Order by completing the “Order” form on the OPS and clicking on the “Check Out” button. Purchase Orders placed in any other manner will not be accepted. You shall be responsible for ensuring the accuracy of the information contained in any Purchase Order.

2.2 You will be provided with a Confirmation Email upon the acceptance of a Purchase Order, and such Confirmation Email will set out the details of such Purchase Order. In the event that you do not receive a Confirmation Email, no legally binding agreement will be in place between you and the Dealer, and the Dealer shall not be required to comply with such Purchase Order, nor shall the Dealer have any liability to you in connection with such Purchase Order.

2.3 All Purchase Orders will be received and processed by the Dealer (and not Volvo CE), and where a Purchase Order is accepted by the Dealer, each Individual Contract shall constitute a separate contract between the Dealer and you.

2.4 The Dealer has the right to decline to process or accept any Purchase Order received from or through the OPS in the Dealer’s sole discretion.

2.5 Subject to paragraph 7, each Purchase Order will be deemed to be irrevocable and unconditional upon submission of such Purchase Order through the OPS, and the Dealer shall be entitled (but not obliged) to accept and act on such Purchase Order without further ado.

2.6 Parts listed on and purchased by you using the OPS are manufactured in accordance with Volvo CE’s prescribed specifications, and you will not be able to request for alterations to or customisation of such Parts by using the OPS.

3. Delivery

3.1 The Dealer shall deliver Parts purchased pursuant to an Individual Contract to the Delivery Location set out in such Individual Contract. Where no Delivery Location is indicated in such Individual Contract, the Delivery Location will be the address associated with your OPS customer account.

3.2 The Dealer shall use reasonable efforts to deliver Parts purchased pursuant to an Individual Contract within two Business Days. Time for delivery shall not be of the essence. Such time period for delivery shall be regarded as an estimate only, and the Dealer shall not be liable to you for the consequences of any delay.

3.3 Should you require any Parts to be delivered outside working hours and/or on a day other than a Business Day, you must indicate as such when submitting a Purchase Order. For such deliveries, an “emergency warehouse call-out service” surcharge of S$165 will be payable by you in respect of such deliveries.

3.4 You shall make all arrangements necessary to take delivery of any Parts purchased pursuant to an Individual Contract from the Delivery Location whenever such Parts are tendered for delivery (including any Partial Delivery). If you fail to take delivery of the Parts then, in addition to any other right or remedy available to the Dealer, the Dealer may:

3.4.1 store the Parts until actual delivery, and charge you for the reasonable costs (including insurance for storage); and/or

3.4.2 bring a claim against you for the whole of the price payable by you for such Parts, notwithstanding that delivery has not been made and title has not passed.

3.5 Parts that have been purchased pursuant to an Individual Contract may also be collected by you at the address set out in the Confirmation Email, if the “Self-collection” option is selected upon submission of the Purchase Order that is the subject of such Individual Contract.

4. Risk and Title

4.1 The risk of any Parts that are purchased pursuant to an Individual Contract shall transfer to you upon the delivery of such Parts at the Delivery Location.

4.2 Title to any Parts that are purchased pursuant to an Individual Contract shall transfer to you upon you making full payment, and the Dealer receiving full payment, of the amount invoiced in accordance with paragraph 5.4, and until such time:

4.2.1 you shall keep and protect the Parts delivered to you as bailee for and on behalf of the Dealer;

4.2.2 you shall store the delivered Parts separately and in such manner as shall ensure that the Parts are readily identifiable as the property of the Dealer;

4.2.3 you shall insure the delivered Parts against any loss or damage; and

4.2.4 the Dealer may at any time inspect the Parts and/or require you to redeliver the Parts to the Dealer, and if you fail to do so forthwith, the Dealer may repossess such Parts and for this purpose, you irrevocably authorise the Dealer and/or the Dealer’s duly authorised agents and representatives to enter upon your premises where the Parts are or are thought to be stored for the purpose of repossessing them.

4.3 You agree that notwithstanding that property in any of the Parts may not have passed to you, the Dealer shall be entitled to recover from you the whole of the price payable by you for such Parts.

5. Price, Invoicing and Payment

5.1 The amounts payable pursuant to an Individual Contract shall be based on the prices listed on the OPS as at the date of submission of the Purchase Order that is the subject of such Individual Contract. Parts are sold on a “DDP” basis in accordance with INCOTERMS 2010.

5.2 The prices of Parts listed on the OPS are exclusive of any goods and services tax chargeable under the Goods and Services Tax Act (Chapter 117A). You shall be required to bear and pay any such goods and services tax.

5.3 A delivery charge of S$45 will be payable in respect of every trip made (including every Partial Delivery). The delivery charge in respect of an Individual Contract will be waived if the total price payable under such Individual Contract exceeds S$300 (excluding goods and services tax, and any other taxes).

5.4 You will be invoiced for Parts purchased pursuant to an Individual Contract on or after the date on which the Parts are delivered at the Delivery Location (regardless of whether you take delivery of the Parts), or collected by you in accordance with paragraph 3.5. Full payment of the amounts set out in each such invoice must be made to the Dealer within 60 days of the delivery of such Parts.

5.5 All payments due to the Dealer from you shall be made in the currency in which the invoice is denominated, and shall be made in full without any deduction or withholding, whether in respect of set-off, counterclaim or otherwise.

5.6 The Dealer shall be entitled to appropriate any payment from you in any order of priority and in any manner the Dealer deems fit notwithstanding any purported appropriation by you to the contrary.

5.7 In the event that full payment of the amount invoiced pursuant to paragraph 5.4 is not made by you to the Dealer within the time period stipulated in paragraph 5.4, you shall pay interest on the amounts set out in such invoice at the rate of 12% per year, calculated daily as from the date when full payment becomes due and payable until full payment of the amount invoiced thereof is made to the Dealer by you.

5.8 Parts purchased pursuant to a single Individual Contract may be delivered over the course of several deliveries, and each such delivery shall be a Partial Delivery. In respect of any Partial Delivery:

5.8.1 you shall be invoiced for each such Partial Delivery separately in accordance with paragraph 5.4;

5.8.2 risk of the Parts delivered in such Partial Delivery shall pass to you upon the delivery of such Parts in such Partial Delivery; and

5.8.3 title to the Parts delivered in such Partial Delivery shall pass upon the payment of the amount invoiced for each such Partial Delivery.

5.9 Where a Partial Delivery in respect of an Individual Contract is made and you are invoiced for such Partial Delivery, failure to pay the amount invoiced shall entitle the Dealer, at its sole discretion, to, without notice, suspend delivery of any other Parts purchased pursuant to such Individual Contract, until payment for the amount invoiced for such Partial Delivery has been made in full by you to the Dealer.

5.10 The Dealer reserves the right, by giving written notice to you at any time before delivery of Parts purchased pursuant to an Individual Contract, to increase the price of such Parts to reflect any increase in the cost to the Dealer in sourcing, obtaining and appropriating Parts to enable the Dealer to supply the same to you pursuant to such Individual Contract, which is attributable to any factor beyond the reasonable control of the Dealer, including but not limited to:

5.10.1 any change in applicable laws, foreign exchange fluctuation, currency regulation, or increase in costs relating to the manufacture or supply of the Parts;

5.10.2 any change in delivery dates and/or quantities requested by you;

5.10.3 any delay caused by any instructions or requests given by you, or the failure by you to give the Dealer any or any adequate information or instructions; and

5.10.4 any Force Majeure Event.

6. Parts Warranty

6.1 The Dealer warrants that:

6.1.1 clean title to the Parts shall pass to you upon full payment being made in accordance with paragraph 5.4; and

6.1.2 for a period of 6 months from the date on which the Parts are delivered or made available at the Delivery Location (regardless of whether you take delivery of the Parts) or collected by you in accordance with paragraph 3.5, such Parts shall be free from defects in material and workmanship.

6.2 The warranties in paragraph 6.1 shall not apply to any Parts which:

6.2.1 fail, malfunction or are damaged as a result of improper handling, installation, maintenance, removal, modification or repair;

6.2.2 have been modified, repaired or altered by any person other than the Dealer or a person duly authorised by the Dealer;

6.2.3 are accidentally damaged or have been subjected to abuse (including by electromagnetic discharge) or improper use;

6.2.4 are altered or damaged such that the Dealer is unable to verify the alleged defect using the Dealer’s normal test equipment; or

6.2.5 have been operated or used under conditions other than normal and proper conditions.

6.3 You shall inspect the Parts as soon as practicable after such Parts have been delivered at the Delivery Location or collected by you in accordance with paragraph 3.5. In the event that you discover that any of the warranties in paragraph 6.1 have been breached in any respect in relation to any Parts delivered to you, you may, within 14 days of the discovery of such breach, notify the Dealer in writing of such breach.

6.4 Following such notification, you shall, at your risk, cost and expense, return such Parts as may be in breach of the warranties in paragraph 6.1 to the address of the Dealer as set out in the Confirmation Email. Such Returned Parts must be in strict compliance with the following:

6.4.1 the Returned Parts must be packed in the original packaging and/or containers in which the Returned Parts were delivered to you, or failing which, the Returned Parts must be packed in packaging and/or containers which provide the Returned Parts with the same or greater level of protection against damage; and

6.4.2 you shall utilise proper handling procedures in the packing and shipping of the Returned Parts.

6.5 Where the Dealer’s inspection indicates that the Returned Parts are not in breach of any of the warranties in paragraph 6.1 or that such Returned Parts had been modified, repaired or altered by any person other than the Dealer or a person duly authorised by the Dealer, the Dealer shall notify you of the same (together with supporting documentation) and the Dealer shall cease to have any further obligation in relation to such Returned Parts. The Dealer will arrange for the Returned Parts to be returned to you at your risk and costs.

6.6 Where the Dealer’s inspection indicates that the Returned Parts are in breach of any of the warranties in paragraph 6.1 and such Returned Parts had not been modified, repaired or altered save by the Dealer or a person duly authorised by the Dealer, the Dealer shall, at the Dealer’s discretion, either:

6.6.1 repair the Returned Parts at the Dealer’s expense; or

6.6.2 replace the Returned Parts at the Dealer’s expense,

and in either case of paragraph 6.6.1 or 6.6.2, the warranties in paragraph 6.1 shall apply in respect of the repaired or replacement Parts (as the case may be) until the date the warranties under paragraph 6.1 in respect of the Returned Parts would have expired if such Returned Parts had not been in breach of any of the warranties in paragraph 6.1.

6.7 The warranties provided for in paragraph 6.1 are the sole and exclusive warranties provided by the Dealer in relation to the Parts and all implied or statutory warranties and all other warranties implied by law as to the merchantability, quality or fitness for a particular purpose, or otherwise arising form course of dealing or usage of trade or any other express or implied warranties or representations are excluded. In particular, the Dealer does not warrant that the Parts are fault-tolerant or are designed, manufactured or intended for use for any purposes for which the failure of the Parts could lead to death or personal injury. The remedies provided for in this paragraph 6 the sole and exclusive remedies available to you in the event of any breach of any of the warranties in relation to the Parts.

7. Amendments and Cancellations of Individual Contracts

7.1 An Individual Contract (and the Purchase Order that is the subject of such Individual Contract) may not be amended, modified, cancelled or terminated save with the Dealer’s prior written approval. Such approval shall be at the Dealer’s sole discretion. If approval is given in respect of an Individual Contract, you will be required to pay the Dealer an administrative fee in a sum equal to 20% of the total price which would have been payable under such Individual Contract (or in the case of an amendment or modification, the price which would have been payable in respect of the Parts affected by such amendment or modification).

8. Termination

8.1 The Dealer may at any time upon the occurrence of any one or more of the following events elect, at its sole discretion, to terminate any Individual Contracts which have not been completed, and/or withhold further Partial Deliveries (if applicable), by written notice to you:

8.1.1 you fail to pay in full any sum due to the Dealer under these Conditions within the time or by the date in which payment is required;

8.1.2 you breach any of the terms and conditions in these Conditions;

8.1.3 you propose or make a general assignment or any arrangement or composition with or for the benefit of your creditors;

8.1.4 an order of Court is made to wind you up or place you under judicial management, or a resolution is passed by your shareholders for you to be wound up or liquidated;

8.1.5 you fail to comply with any statutory demand issued pursuant to the Bankruptcy Act (Chapter 20), or a bankruptcy petition is presented or a bankruptcy order is made in respect of you;

8.1.6 any receiver is appointed over any of your assets, or any mortgagee, chargee or encumbrancer shall take possession of any of your assets;

8.1.7 any distress or execution is levied or enforced in relation to any of your assets; or

8.1.8 the Dealer reasonably apprehends that any one or more of the above events may occur in relation to you, or that you may be unable to perform your obligations under these Conditions.

8.2 Upon the termination of an Individual Contract in accordance with paragraph 8.1:

8.2.1 all payments due in respect of all Parts which have been delivered to you pursuant to such Individual Contract shall become immediately due and payable by you to the Dealer;

8.2.2 unless all payments referred to in paragraph 8.2.1 have been paid in full, the Dealer shall be entitled to recover possession of any Parts in respect of which full payment has not been made; and

8.2.3 the Dealer shall not liable to you for any outstanding delivery of any Parts purchased pursuant to such Individual Contract, and you shall have no claim against the Dealer for any Parts which have been purchased pursuant to such Individual Contract but have not been delivered.

9. Limitation of Liability

9.1 The Dealer shall not be liable to you for any indirect, consequential, special and punitive damages, or for any damages resulting from loss or interruption of business, lost data or lost profits, arising out of or relating to these Conditions, any Purchase Order or any Individual Contract, whether liability is based on contract, breach of warranty (express, limited or otherwise) or otherwise and whether asserted in contract, tort (including negligence and strict product liability) or otherwise, and irrespective of whether the Dealer has advised or been advised of the possibility of any such damages.

9.2 Without prejudice to paragraph 9.1, the Dealer’s aggregate liability to you arising out of any Individual Contract, or in connection with any Parts, shall not exceed the price paid by you for such Parts, or S$1,000, whichever is lower, whether such liability is based on breach of contract, breach of warranty (express, implied or otherwise) or otherwise and whether asserted in contract, tort (including negligence and strict product liability) or otherwise.

9.3 Nothing in these Conditions, or in any Purchase Order or Individual Contract shall limit or exclude any liability of the Dealer arising from any death or personal injury caused by the negligence of the Dealer.

10. Exclusion of Liability – Volvo CE

10.1 These Conditions govern the sale and purchase of Parts as between the Dealer and you, and you acknowledge that Volvo CE is neither a supplier nor a seller of Parts through the OPS. Accordingly, Volvo CE shall have no liability to you in respect of the sale and purchase of Parts using the OPS, save as set out in the Terms of Use published on the OPS.

10.2 You acknowledge and agree that you shall have no claim against Volvo CE for any breach of these Conditions by the Dealer, or any failure by the Dealer to comply with these Conditions. Further, Volvo CE shall not be liable to you for any claim arising out of or in connection with these Conditions and/or the purchase, delivery and condition of Parts purchased pursuant to an Individual Contract.

11. Force Majeure

11.1 The Dealer shall not be liable to you or be deemed to be in breach of these Conditions by reason of any delay or failure in performing any of its obligations under these Conditions, if such delay or failure was due to a Force Majeure Event.

11.2 The Dealer shall notify you of any delay or failure arising through any Force Majeure Event and provide a revised delivery date as soon as practicable. You shall not be entitled to terminate these Conditions by reason of any such delay or failure. In the event that any such Force Majeure Event results in a shortage of Parts, the Dealer shall be entitled to allocate its available stock of the Parts among its customers in such manner as the Dealer may consider equitable, and may make a Partial Delivery of any Parts to you.

12. Assignment

12.1 These Conditions shall be binding upon and inure to the benefit of the Dealer and you, and any successors and permitted assigns of the Dealer and you. You may not assign or transfer any of your rights, benefits or obligations under these Conditions without the prior written consent of the Dealer.

12.2 No assignment, whether or not permitted by these Conditions or consented to, shall relieve or discharge you of any and all your obligations and liabilities hereunder, notwithstanding any voluntary assumption by the assignee of such obligations and liabilities.

13. Waiver and Remedies

13.1 No failure on the part of the Dealer to exercise, and no delay on the part of the Dealer in exercising, any right or remedy under these Conditions will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided for in these Conditions are cumulative and not exclusive of any other rights or remedies (whether provided by law or otherwise).

13.2 Without prejudice to paragraph 1.2, any provision of these Conditions may be amended, varied or supplemented, and any provision or breach of any provision of these Conditions may be waived, only if the Dealer so agree in writing. Any waiver or consent given by the Dealer under any provision of these Terms must also be in writing. Any such waiver or consent by the Dealer may be given subject to any conditions thought fit by the Dealer, and shall be effective only in the instance and for the purpose for which it is given.

14. Partnership

14.1 Neither you nor the Dealer shall, by virtue of these Conditions, be deemed to be a partner or agent of each other, nor shall anything contained herein be construed as creating a partnership, joint association or trust, it being agreed that each party will be responsible only for its obligations under these Conditions and neither party shall be authorised to represent or bind the other to any other person.

15. Entire Agreement

15.1 These terms supersede and cancel all previous agreements, warranties and undertakings, whether oral or written, express or implied, given or made by or between you and the Dealer, and constitutes the entire agreement between you and the Dealer, in respect of the matters set out herein, and no other terms and conditions shall be included or implied.

16. Illegality and Severability

16.1 In the event any of the terms or conditions in these Conditions shall be, or at any time shall become invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not in any way affect or impair any other terms and conditions in these Conditions, but these Conditions shall be construed as if such invalid or illegal or unenforceable terms or conditions had never been contained herein.

17. Communications with Dealer

17.1 All notices, demands or other communication required or permitted to be given or made to the Dealer under these Conditions, or under any Purchase Order or Individual Contract, shall be in writing and delivered personally or sent by prepaid post with recorded delivery, or by facsimile transmission addressed to the Dealer at its address or at its facsimile number set out in the Confirmation Email (or to such other address or facsimile number as the Dealer may from time to time notify you in such manner as the Dealer may decide). Any such notice, demand or communication shall be deemed to have been duly served (if delivered personally or given or made by facsimile immediately or (if given or made by letter) 48 hours after posting or (if given or made to or from an address outside Singapore) 10 days after posting, and in proving the same it shall be sufficient to show that personal delivery was made or that the envelope containing such notice was properly addressed as a prepaid delivery letter or that the facsimile transmission was properly addressed and despatched.

18. Third Party Rights

18.1 Volvo CE shall be entitled to enforce the benefit of any term, defence or remedy in favour of Volvo CE. Save as aforesaid, a person who or which is not a party to an Individual Contract shall not have any right under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any of these Conditions.

19. Governing Law

19.1 These Conditions, and each Purchase Order and Individual Contract, shall be governed by and construed in accordance with the laws of Singapore, and you agree to submit to the exclusive jurisdiction of the Courts of Singapore.

20. Definitions

20.1 In these Conditions, the following terms shall have the respective meanings specified below unless the context otherwise requires.

20.1.1 “Business Day” means a day other than a Saturday, Sunday or public holiday.

20.1.2 “Conditions” means these Conditions of Sale relating to purchases made using the OPS.

20.1.3 “Confirmation Email” means the confirmation email sent to you upon a Purchase Order being accepted.

20.1.4 “Dealer” means Volvo East Asia (Pte) Ltd, or any other dealer as may be designated by Volvo CE.

20.1.5 “Delivery Location” means the address to which the Parts are to be delivered.

20.1.6 “Force Majeure Event” means any event or circumstance the occurrence and the effect of which the Dealer could not reasonably prevent or avoid, including but not limited to:

(i) acts of God;

(ii) outbreak of hostilities, riot, civil disturbance, acts of terrorism;

(iii) the act of any government or authority (including refusal or revocation of any licence or consent);

(iv) fire, explosion or flood;

(v) general power failure, failure of telecommunications lines, failure or breakdown of plant, machinery or vehicles;

(vi) shortage of raw materials and utilities of any kind; and

(vii) theft, malicious damage, strike, lock-out or industrial action of any kind.

20.1.7 “Individual Contract” means any Purchase Order submitted or deemed submitted by or on behalf of you and accepted by the Dealer.

20.1.8 “OPS” means the Online Parts Shop website http://ecom-vce.it.volvo.com/VCE/

20.1.9 “Partial Delivery” with respect to an Individual Contract, means a delivery of any portion of Parts purchased pursuant to such Individual Contract.

20.1.10 “Parts” means any parts, exchange units, components, equipment kits and accessories that may be required for or in connection with the use of Volvo CE machines, and which are available for purchase using the OPS.

20.1.11 “Purchase Order” means a purchase order submitted pursuant to paragraph 2.1.

20.1.12 “Returned Parts” means any Parts which are in breach of the warranties set out in paragraph 6.1, and which are returned to the Dealer.

20.1.13 “Terms of Use” means the Terms of Use of the OPS, published on the OPS, as may be amended, modified or supplemented from time to time.

20.1.14 “Volvo CE” means Volvo Construction Equipment.