These terms and conditions govern the Agency relationship between the Customer whose name and address is specified on the Purchase Order Form (“the Principal”) and Japautoagent Limited, a company registered in England and Wales (registered number 05054749) with registered office at 23 Lord Street, Bollington, Macclesfield, Cheshire SK10 5BN (“the Agent”).
The Principal wishes to appoint the Agent to assist with the sourcing and purchase of a Vehicle from Japan (“the Territory”) for use in the United Kingdom. These terms and conditions govern the agency relationship between the Principal and the Agent and establish the boundaries of responsibilities of the parties with regard to the sourcing and purchasing of the Vehicle.
“Agent’s Commission” – the fixed sum payable in sterling by the Principal to the Agent in full settlement of the Agent’s services under this Agency Agreement, the amount of which is set out in the Purchase Order Form;
“Agent” – Japautoagent Limited acting as purchasing agent;
“Bid Deposit” – the amount payable to the Agent on acceptance of the Purchase Order Form where the Vehicle is not a stock item and is to be targeted by the Agent on behalf of the Principal; if the Agent secures a Vehicle on behalf of the Principal in accordance with the Principal’s instructions and the Principal withdraws from the Purchase the Bid Deposit shall be applied by the Agent to meet the costs and/or losses associated with re-entering the Vehicle in the auction.
“Deposit” – the amount payable to the Agent on acceptance of the Purchase Order Form to secure on behalf of the Principal a Vehicle on a pre-purchased stock list pending payment of the balance of the FOB Price;
“FOB Price” – the Free On Board price of the Vehicle payable in addition to the Agent’s Commission; any Bid Deposit or Deposit received shall be applied to the FOB Price;
“Principal” – the customer being the person, firm or Company to whom this document is addressed as set out in the Purchase Order Form;
“Purchase Order Form” – the purchase order form completed online or downloaded, completed and returned offline specifying the name and address of the Principal and in relation to the Vehicle the following detail: make, model, year, kilometres/miles, chassis number, colour, FOB Price, Agent’s Commission, Deposit or Bid Deposit (if any);
“Supplier” – the person, firm or company from whom the Agent sources and arranges for purchase of the Vehicle as set out in the Purchase Order Form;
“Territory” – Japan;
“Vehicle” – the vehicle that the Principal instructs the Agent to source and arrange for purchase from the Supplier on the Principal’s behalf as identified and described in the Purchase Order Form, under the Supplier’s contract in which their terms and conditions are incorporated.
2.1 The Principal appoints the Agent to be its agent for the purpose of sourcing and arranging the purchase of the Vehicle from the Supplier within the Territory, and the Agent agrees to act in this capacity on the terms of this Agreement.
2.2 For this purpose, the Principal gives the Agent authority to enter into contracts for the purchase of the Vehicle from the Supplier in the Territory on the terms of this Agreement on the Principal’s behalf and in its name. The Principal agrees to honour all contracts which the Agent enters in this way. Under no circumstances whatsoever shall the Agent be deemed to be a party to any contract (other than this Agency Agreement), nor be liable in any way under any contract (other than this Agency Agreement) howsoever arising.
2.3 While this Agreement continues, the Principal agrees not to appoint any other agent (with the exception of a Japanese auction agent and/or any other agent reasonably instrumental to the sourcing and arranging for purchase of the Vehicle).
3.1 The Agent shall use all reasonable endeavours to source and arrange for the purchase of the Vehicle on behalf of the Principal. Subject to the terms of this Agreement and any directions that the Principal may give from time to time, the Agent may perform its duties under this Agreement as it thinks fit.
3.2 The Agent shall negotiate the FOB Price to purchase the Vehicle in Japanese Yen.
3.3 The Agent cannot alter the nature and value of the supply arranged on behalf of the Principal.
3.4 The Agent shall where required by the Principal arrange and organise on behalf of the Principal the purchase of the Vehicle. However, the shipping and import of the Vehicle from Japan to the UK including the insurance of the Vehicle while in transit with a reputable insurance company shall be the responsibility and at the cost of the Principal. At the request of the Principal the Agent will endeavour to introduce to the Principal suitable shipping agent(s).
3.5 Important note: the Agent is not responsible for ensuring the vehicle complies with UK IVA requirements, or any other laws and regulations: see disclaimer below. The Agent shall not be held responsible for changes by the DVLA to the registration rules or by DVSA to the EIVA test rules.
3.6 Upon selection of the Vehicle the Agent shall provide the Principal with a best estimate of the cost breakdown relating to the purchase and importation of the Vehicle. While this estimate is given by the Agent using its acquired knowledge and experience, this remains indicative and should be treated as a guide only, and the Agent cannot guarantee that the cost breakdown is accurate or complete in all respects. At the request of the Principal the Agent will provide details of a shipping agent to act on behalf of the Principal.
4.2 Upon receipt of payment by the Supplier of the FOB Price, the Agent will procure the sending of the original invoice, bill of lading and Japanese de-registration documents together with translation copies to either the Principal’s shipping agent or the Principal.
4.3 Where the Vehicle is not specified by the Agent to be available “in stock” the Agent shall only accept a Purchase Order Form (without the chassis number) on payment of a Bid Deposit. If a Vehicle meeting the Principal’s specifications in the Purchase Order Form has been located, the Deposit shall be non-refundable in the event that the Principal fails to proceed with the Purchase Order.
6.1 The Principal agrees to pay to the Agent the Agent’s Commission, together with the Deposit (if applicable) and balance of FOB Price, by means of cheque payable to Japautoagent Limited or by transfer to the Agent’s specified bank account.
6.2 Where a Bid Deposit is payable in place of a Deposit, the Principal agrees to pay to the Agent the Bid Deposit, together with the Agent’s Commission, by means of cheque payable to Japautoagent Limited or by transfer to the Agent’s specified bank account. Upon the Agent securing the Vehicle at auction on behalf of the Principal, the Principal agrees to pay to the Agent the balance of the FOB Price by means of cheque payable to Japautoagent Limited or by transfer to the Agent’s specified bank account without delay.
6.3 The Principal shall pay to the Agent, acting as trustee, sufficient funds in UK sterling to enable the Agent to make the FOB Price by international money transfer to the Supplier. The Principal shall carry the currency risk (exchange rates are quoted by the Agent on a daily basis) and shall pay the standard bank charges for transfer.
6.4 Where required the Principal shall provide the Agent upon request with sufficient personal identification documentation to satisfy the UK Money Laundering legislation.
7.1 The Agent does not make any warranty of the Vehicle’s compliance with UK legislation. Important note: the highly competitive pricing of the second-hand vehicles reflects the inherent risk in this method of purchase. The Agent and/or its director or employees have considerable experience in dealing with the Suppliers and have no reason to date to question the sincerity and accuracy of the car descriptions. However, the Principal acknowledges and accepts that the Agent and/or its employees do not make, give or imply any representations or warranty.
7.2 It shall remain the Principal’s legal responsibility (and cost) to ensure by inspection or otherwise that:
7.2.1 the Vehicle conforms to all applicable UK road safety legislation and/or any other laws which may be applicable, before using, or allowing the use of, the Vehicle on the public roads or highway, including the possession of a current M.O.T. Certificate or Test or Plating Certificates, road tax and insurance; and
7.2.2 the roadworthiness, fitness for the Principal’s purpose, condition and construction of the Vehicle are satisfactory including without limitation the condition of the brakes, steering, lights, windscreen wipers and washer, horn, indicators, reflectors, tyres and tachograph (if any).
7.3 The Principal’s statutory rights in its transaction with the Supplier remain unaffected (for example, description and fitness for purpose). Important note: as the Supplier is based outside the UK, the Principal may find it more difficult to enforce these rights and should only enter into a transaction with the full knowledge that this is an inherent risk in the transaction. The lower retail price should compensate for this risk.
Except where the Agent is in breach of its obligations under this Agreement, the Principal shall indemnify the Agent against any liability incurred by reason of being held out as the Principal’s agent, including without limitation all costs and expenses reasonably incurred by the Agent in instituting proceedings, defending proceedings, settling or attempting to settle any claim brought against or by a third party (including the Supplier) in relation to the Vehicle.
9.1 The price payable by the Principal in acquiring the Vehicle from the Supplier shall be the FOB Price quoted on the Purchase Order Form. Any subsequent reduction in the FOB Price or any discount given by the Supplier shall be credited to the Principal. Any increase to the FOB Price beyond the Supplier’s control (including without limitation fluctuations in currency or changes in relevant taxes or duties) shall be the responsibility of the Principal.
9.2 In addition the Principal agrees to be responsible for any expenditure incurred by the Agent in acquiring and purchasing the Vehicle under this Agreement on behalf of the Principal and, to the extent not paid by the Principal directly to a third party (such as the Shipping Agent) which would be the norm, shall pay these amounts to the Agent. The list below gives an indication of the types of additional costs that the Principal will need to budget for including without limitation:
The Agent is not responsible for the delivery of the Vehicle. The Agent, at the request of the Principal, may refer the Principal to a shipping agent. The Agent shall not be responsible for the acts or defaults of such shipping agent.
11.1 Ownership of the Vehicle shall remain with the Supplier and shall not pass to the Principal until such time as the FOB Price is received by the Supplier in cleared funds. At no time does the Agent hold title to the Vehicle.
11.2 Risk in the Vehicle passes to the Principal on delivery to the Japanese dock and the Principal agrees to take out appropriate insurance to cover such risks.
11.3 The Agent shall not be held responsible for any theft, total loss or damage to the Vehicle in Japan, in transit or in the UK.
These terms and conditions shall be governed by English law and the parties agree to the exclusive jurisdiction of the courts of England and Wales.