SEIKO U.K. LIMITED
CONDITIONS OF TRADING
In these Conditions of Trading (the “Conditions”):
- “Buyer” means a person to whom Seller is to supply Goods, Materials and/or Services;
- “Contract” means a Contract for the sale and supply of Goods, Materials and/or Services by Seller to a Buyer which incorporates these Conditions;
- “Goods” means clocks, watches, components and other finished products;
- “Invoice” means a written invoice in respect of the relevant Supplies sent by Seller to Buyer from time to time which may be issued by post, email, courier or facsimile;
- “Insolvency Event” is where a party: (i) appoints, or makes an application to appoint, a receiver, administrative receiver, administrator, manager or official receiver over its affairs; (ii) goes into liquidation, unless for the purpose of a solvent reconstruction or amalgamation; (iii) has distress, execution or sequestration levied or issued against any part of its assets and is not paid within seven days; (iv) is otherwise unable to pay its debts as they fall due within the meaning of section 123 Insolvency Act 1986; or (v) is subject to any analogous event under the law of any relevant jurisdiction;
- “Materials” means spare parts and components for the repair and servicing of Goods;
- “Order” means an order placed by a Buyer by telephone, post, courier, email or EDI;
- “party” means Seller or Buyer (and together they are the “parties”);
- “Seller” means Seiko U.K. Limited of SC House, Vanwall Road, Maidenhead, Berkshire, SL6 4UW, England;
- “Services” means repair and service work;
- “Supplies” means Goods, Materials and/or Services (as applicable).
2.1 These Conditions shall apply to the supply by Seller to Buyer of:
2.1.2 Materials; and/or
2.2 These Conditions contain all the terms agreed between the parties regarding the subject matter set out in Clause 2.1 and supersede and replace any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to a Contract except as expressly stated in such Contract. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into a Contract (unless such untrue statement was made fraudulently). Without prejudice to the foregoing, the only remedy available to a party in respect of a breach of any representation which is incorporated into a Contract shall be those available for a breach of contract.
2.3 Acceptance of any Supplies shall be deemed to indicate Buyer’s agreement of these Conditions.
2.4 Seller reserves the right at any time to correct errors and omissions in documents supplied.
2.5 Buyer shall comply with Seller’s Internet Policy as notified from time to time.
3. EFFECT OF ORDERS
3.1 There shall be no binding Contract between Seller and Buyer until the earlier of either of the following events (at which point such binding and enforceable Contract is formed):
3.1.1 Seller issues an invoice relating to all or part of an order placed by Buyer, or
3.1.2 Seller delivers to Buyer the Supplies relating to all or part of an order placed by Buyer.
3.2 No Order placed with Seller may be cancelled by Buyer except with the agreement in writing of Seller and on terms that Buyer shall indemnify Seller in full against losses (including loss of profits), costs, damages, charges and expenses incurred by Seller.
4.1 Unless otherwise agreed, the price of all Supplies will be the latest published price of Seller at the time of order acceptance in accordance with Clause 3. Seller shall be entitled to amend its list prices from time to time without notice to Seller.
4.2 Unless otherwise agreed, prices quoted for domestic sales are inclusive of the cost of normal delivery to any destination in the United Kingdom and are exclusive of Value Added Tax and all other taxes, duties, levies and charges.
4.3 Unless otherwise agreed, prices quoted for export sales are quoted as FCA from place of shipment stipulated (as defined in Incoterms 2020) and include cost of Seller’s standard packaging. Where Buyer requests air freight or other special carriage arrangements not expressly covered in Seller’s quotation then, subject always to Seller’s agreement to such arrangements, these will be at Buyer’s expense.
4.4 Unless otherwise agreed, prices quoted for export sales exclude insurance, customs duties or any other duties, taxes, levies or charges connected with the import of Goods into the country of destination. In the event that any such item is paid by Seller, Buyer will reimburse Seller for such amounts paid by Seller. Buyer shall be responsible for compliance with all relevant laws and regulations outside the United Kingdom and for obtaining at Buyer’s expense any necessary import licences, customs clearance, exchange control consent or other authorisations and permits whatsoever.
5.1 Domestic Sales
Unless otherwise agreed, payments shall be due and made no later than the last day of the calendar month following the month during which the Invoice is dated.
5.2 Export Sales
Unless otherwise agreed, payment shall be made in the currency specified by Seller in advance of shipment, or by way of irrevocable letter of credit, confirmed by a first class London bank. If no currency is specified all payments shall be made in GBP sterling.
If a Contract stipulates that Goods or Materials are provided to Buyer on a consignment basis, Buyer will not be required to pay for such Goods or Materials under Clause 5.1 or 5.2 provided that Buyer ensures that:
5.3.1 Goods or Materials are returned to Seller’s premises in pristine condition within 7 (seven) days following a request from Seller for the return of the Goods or Materials; and
5.3.2 such Goods or Materials are otherwise held strictly on the terms of the consignment set out in a Contract (including, without limitation, the terms of Clause 7 of these Conditions). If Buyer fails to comply with Clause 5.3.2, Buyer will become liable to pay Seller for the Goods or Materials.
5.4 Interest Charges
Without prejudice to Seller’s other rights, if payment is not made when due, Seller may withdraw credit facilities, suspend further deliveries or exercise its rights under Clause 7.6. If Buyer fails to pay any amount payable under a Contract, Seller may charge Buyer interest on the overdue amount, payable by Buyer immediately on demand, from the due date up to the actual payment date, after as well as before judgement, at the rate of 3% per annum above the base rate for the time being of National Westminster Bank Plc. Interest shall accrue on a daily basis and shall be compounded quarterly.
6. DELIVERY AND RISK
6.1 Any times quoted for delivery are estimates only and Seller shall not be liable for failure to deliver within the time quoted. Any delay in delivery shall not give rise to a right for Buyer to treat any Contract as repudiated or to reject deliveries.
6.2 Delivery of Supplies to the stipulated place of delivery or to a carrier nominated by Buyer, whichever is sooner, shall constitute delivery to Buyer. All risks of loss or damage of Supplies shall pass to Buyer on such delivery.
6.3 Discrepancies and damage apparent at time of delivery must be indicated on carrier’s receipt note and notified to Seller in writing immediately. Other discrepancies or damage in transit must be notified to Seller in writing within 7 (seven) days after receipt of Invoice. Buyer shall not be entitled to reject any Supplies without obtaining the prior agreement of Seller subject to Clause 8.4.2 below.
6.4 Seller shall be entitled to make partial deliveries or deliveries by instalments and to issue an invoice for such deliveries as made. These Conditions shall apply to each such delivery.
6.5 Items sent to Seller for Seller to perform Services shall be at Buyer’s risk until received at Seller’s workshop. Seller will at its option repair, replace or give credit for any such items lost or damaged whilst in Seller’s possession and at Seller’s risk.
6.6 For export sales, Seller may, on Buyer’s request, agree to arrange insurance for the Goods in transit, to the port of destination only. Buyer will be responsible for confirming that any insurance arranged by Seller meets with Buyer’s requirements and Seller shall have no responsibility for any alleged defects in the insurance cover arranged. Seller shall have no responsibility for, and Buyer shall indemnify Seller for, the costs of such insurance or for the costs incurred by the Seller in arranging such insurance.
7. TRANSFER OF PROPERTY
7.1 Title to Goods and Materials shall remain with Seller until Seller has received payment in full of all sums due from Buyer on any account.
7.2 Buyer shall store Goods and Materials owned by Seller in a way which makes them clearly identifiable as Seller’s property and maintain records of Goods and Materials owned by Seller and shall identify such Goods, Materials and records to Seller on demand (including by allowing Seller access to the Buyer’s premises to verify such steps have been taken and identify such Goods, Materials and records).
7.3 Failing such identification and/or verification under Clause 7.2, all Goods and Materials supplied by Seller in Buyer’s possession shall be deemed to belong to Seller to the extent of all sums due to Seller.
7.4 If Buyer shall sell or otherwise dispose of Goods or Materials, or make any insurance claim in respect of them, prior to making payment in full for them:
7.4.1 Buyer shall not give any warranties or incur any liability on behalf of Seller;
7.4.2 the proceeds of any such sale or other disposition (or related claim) or any insurance proceeds (or related claim) shall belong to Seller, to the extent of all sums due to Seller; and
7.4.3 on request from Seller at any time such proceeds shall be paid into a separate bank account and shall be held in joint names on trust for Seller.
7.5 If any Goods or Materials owned by Seller are incorporated into other goods and materials, title to the resulting composite or mixed goods or materials shall vest in Seller and shall be retained by Seller for as long as and on the same terms as those on which it would have retained title to the original Goods and Materials.
7.6 If Buyer fails to make all payments when due or suffers an Insolvency Event, or if Seller has reasonable cause to believe that any of these events may occur, or issues notices under Clause 7.7, Seller shall have the right, without prejudice to any other remedy of Seller, to repossess the Goods and Materials without prior notice and Buyer will permit Seller to enter any premises for the purpose of such repossession.
7.7 Buyer will give Seller notice in writing not less than 14 (fourteen) days before applying to Court for the appointment of an administrator and immediately if Buyer does anything which may lead to it entering into administrative receivership or administration and failure to give such notice under this Clause 7.7 shall be deemed to be a fundamental breach of the Contract.
7.8 Nothing in this Clause 7 shall give Buyer any right to return Goods or Materials sold to it. Seller may sue Buyer for the price when due notwithstanding that title to the Goods or Materials may not have passed to Buyer.
8. WARRANTY, RETURNS AND LIMITATION OF LIABILITY
8.1 Supplies Warranty
Seller warrants that Supplies will be free from defects caused by faulty materials or poor workmanship.
8.2 Sales Warranty
Under this warranty Seller will, at its option, repair, replace with an identical or reasonably similar alternative item or give credit to Buyer for any Goods found to be defective under Clause 8.1, provided that Seller is notified within 7 (seven) days of discovery of the defect and in any event not later than 12 (twelve) months from the date of delivery and that Seller’s examinations disclose that such defect exists and has not been caused by misuse (including, without limitation, use otherwise than in accordance with the designed specification), neglect, improper handling or by repair or alteration not carried out by Seller.
8.3 Repair Warranty
Under this warranty Seller will, at its option, repair or replace with an identical or reasonably similar alternative item any repairs found to be defective under Clause 8.1 provided that Buyer notifies Seller not later than the end of the relevant periods from the date of despatch by Seller as set out below:
- GRAND SEIKO watches 12 months
- SEIKO Watches 12 months
- SEIKO Clocks 12 months
- Lorus Watches 6 months
- Other Products 6 months
and that Seller’s examinations disclose such defect exists and has not been caused by misuse (including, without limitation, use otherwise than in accordance with the designed specification), neglect, improper handling or by repair or alteration not carried out by Seller.
8.4.1 Buyer may under the warranties in Clauses 8.2 and 8.3 return Goods or Materials (including Goods or Materials that have been the subject of Service repairs) for examination by Seller, provided the nature of the defect is explained in writing, the Invoice number or job number is quoted and carriage is prepaid.
8.4.2 Within 7 (seven) days from date of Invoice, any such return for inspection by Seller may be without Seller’s prior approval.
8.4.3 After 7 (seven) days from date of Invoice, any such return is subject to Seller’s prior approval. Approval will not be refused in the case of defective Goods or Materials to be returned within the period stated in Clause 8.2 but in all other cases will be given at Seller’s sole discretion.
8.4.4 Seller reserves the right to make a handling or refurbishment charge for any Goods or Materials, and Buyer agrees to pay such charge, in the following circumstances:
a) Seller exchanges or accepts for credit otherwise than under the warranty provisions of this Clause 8, or
b) Are returned to Buyer by a consumer within the consumer warranty period, but the consumer sale of the item occurred more than 3 years after delivery to the Buyer .
8.4.5 In respect of consumer transactions only, the statutory rights of consumers are not affected.
8.5.1 Seller is not liable for any loss, damage or liability of any kind suffered by the Buyer or any third party directly or indirectly caused by repairs or remedial work carried out on the Goods or Materials without Seller’s prior written approval. Buyer shall indemnify Seller against each loss, liability and cost arising out of such claims.
8.5.2 Seller’s maximum aggregate liability to Buyer under or in connection with any Contract, whether for tort (including negligence), breach of contract, misrepresentation, breach of statutory duty or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered Supplies which give rise to such liability under that Contract as determined by net price invoiced to Buyer.
8.5.3 Neither Seller nor its affiliated entities, officers, directors, employees or agents shall be liable to Buyer for any of the following types of loss or damage suffered by Buyer, howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in or for breach of contract, tort (including negligence), breach of statutory duty or otherwise, whether suffered directly or indirectly: (i) loss of income; (ii) loss of actual or anticipated profits; (iii)loss of goodwill or reputation; (iv)loss of business receipts or contracts; or (v) or any special, indirect or consequential loss or damage of any kind.
8.5.4 All conditions, warranties or other terms, whether express or implied by statute, common law or otherwise, are hereby excluded.
8.5.5 Nothing in this Clause 8 or otherwise in these Conditions shall exclude or in any way limit any liability of Seller for (i) fraud, (ii) death or personal injury caused by its negligence (including negligence as defined in s.1 Unfair Contract Terms Act 1977), (iii) breach of terms regarding title implied by s.12 Sale of Goods Act 1979 and/or s. 2 Supply of Goods and Services Act 1982, or (iv) any liability to the extent the same may not be excluded or limited as a matter of law.
9. THE AUTHORISED GLOBAL BRAND RETAILER NETWORK
9.1 In this Clause 9:
“Authorised Global Brand Retailers” means Buyers who are authorised to sell Global Brand Products by Seller, or by any other authorised distributor of Global Brand Products in Europe and the UK;
“Authorised Global Brand Stores” means the specific retail stores belonging to an Authorised Global Brand Retailer which meet the Authorised Global Brand Retailer Specified Criteria and from which the Authorised Global Brand Retailer is authorised to sell the Global Brand Products;
“Authorised Global Brand Retailer Specified Criteria” means the criteria for the selection of retail stores offering facilities and services suitable for the promotion, sale and servicing of Global Brand Products, including criteria related to the location of the retail store, product presentation, customer services offered and the retail environment, as may be updated from time to time by Seller;
“Global Brand Products” means such Goods and Materials which Seller may notify to Buyer are to be resold in accordance with the Authorised Global Brand Retailer Network;
“Europe” means countries in any Member State of the European Union or the European Economic Area from time to time and Switzerland; and
“UK” means the United Kingdom.
9.2 The Seiko Watch Corporation and its affiliates have developed a selective distribution system known as the Authorised Global Brand Retailer Network for the promotion and sale of Global Brand Products in Europe and the UK. To ensure high quality distribution, Seller has established and will update from time to time Authorised Global Brand Retailer Specified Criteria. Seller shall sell the Global Brand Products only to retail stores meeting the Authorised Global Brand Retailer Specified Criteria.
9.3 If Seller has appointed Buyer as an Authorised Global Brand Retailer, then the provisions of this Clause 9 shall apply to Buyer’s purchase and resale of such Global Brand Products. If Buyer has not been appointed as an Authorised Global Brand Retailer it shall not purchase or sell Global Brand Products.
9.4 Buyer shall purchase the Global Brand Products only from Seller and from other Authorised Global Brand Retailers in Europe and the UK.
9.5 Buyer shall only offer the Global Brand Products and/or offer Services relating to the Global Brand Products to consumers through Authorised Global Brand Stores. Buyer shall sell the Global Brand Products only to consumers and to other Authorised Global Brand Retailers in Europe and the UK.
9.6 Buyer is responsible for confirming that any reseller it deals with in respect of Global Brand Products is an Authorised Global Brand Retailer. Without prejudice to Seller’s right to inspect records pursuant to Clause 9.7, should any Global Brand Products sold to Buyer by Seller be offered for sale by a reseller who is not an Authorised Global Brand Retailer, Buyer shall within 15 (fifteen) days, on Seller’s request, provide evidence satisfactory to Seller that it has resold the Global Brand Products only to consumers or to other Authorised Global Brand Retailers.
9.7 Buyer shall keep full and comprehensive records of all transactions involving the Global Brand Products for a minimum of one year sufficient to verify that Buyer has only resold the Global Brand Products to consumers or to other Authorised Global Brand Retailers and that Buyer has only purchased Global Brand Products from Seller or from other Authorised Global Brand Retailers. The Seller or its duly authorised representative shall have the right during business hours upon reasonable notice to inspect all such records and to take copies of them.
9.8 Buyer’s Authorised Global Brand Stores must at all times satisfy the Authorised Global Brand Retailer Specified Criteria during the term of the Buyer’s appointment as an Authorised Global Brand Retailer. Seller reserves the right to inspect each of Buyer’s Authorised Global Brand Stores at any time during normal business hours for the purpose of assessing whether the Authorised Global Brand Stores continue to satisfy the Authorised Global Brand Retailer Specified Criteria.
9.9 Buyer shall co-operate with the Seller and any of its affiliates in order to maintain the integrity of the Authorised Global Brand Retailer Network and any selective distribution system which may be operated by Seller and any of its affiliates and shall provide Seller and any of its affiliates with all assistance reasonably requested to enable them to do so.
9.10 Should Buyer breach any of its obligations in this Clause 9 Seller shall have the right, without prejudice to its other legal rights and remedies, to terminate Buyer’s appointment as an Authorised Global Brand Retailer with immediate effect.
10. FORCE MAJEURE
Without prejudice to any other of these Clauses, Seller shall not be in breach, and be under no liability for delay or non performance, of any obligations under a Contract due to shortage or unavailability of stock, industrial action, transportation delays, failure of suppliers, epidemics or pandemics, fires, floods, lightning, act of terrorism, act of God or any other circumstances whatsoever beyond the reasonable control of Seller, whether or not foreseeable by Seller, and in any such event Seller may at its option cancel any Contract so affected or any outstanding part of it, or delay performance of it.
11. BUYER’S BREACH AND FINANCIAL SITUATION
If Buyer shall be in breach of any of its obligations under these Conditions or under any other Contract with Seller, or if at any time Buyer’s financial condition does not, in Seller’s reasonable judgement, justify continuance of any Contract on the terms of payment agreed, Seller may without prejudice to any other rights and without liability whatsoever to Buyer, cancel any outstanding performance of the Contract, or suspend any deliveries until such time as Buyer shall provide security satisfactory to Seller (at its sole discretion) for the performance of all obligations of Buyer to Seller.
12. TRADE MARKS AND PROPERTY RIGHTS
12.1 Where Goods supplied are movements or other parts to be incorporated into finished products Buyer shall not use any trade marks or trade names belonging to Seller or Seller’s ultimate holding company or any associated company of Seller, in relation to the Goods or resale of them, other than such trade marks or trade names as have been permanently affixed by Seller to such Goods themselves and have not been removed by Seller, which may be used in respect of such Goods as have not been used or altered in any way since leaving Seller’s custody.
12.2 All drawings, specifications and other copyright materials supplied by Seller shall remain the property of Seller and may not be reproduced or disclosed to third parties without Seller’s prior written approval.
12.3 So far as Seller is aware, the Goods and Materials do not infringe any existing copyright, patent, trade mark or design or registered designs or any other industrial or intellectual property rights but no warranty, express or implied, is given in respect of such infringement by the use or sale of the Goods or Materials. Buyer shall notify Seller immediately of any claim it receives alleging that any Goods and Materials infringe such intellectual property rights. In such a scenario, Seller may (but shall not be obliged to) at its own expense conduct through its own lawyers and experts all negotiations in settlement of any such claim or any consequential litigation and shall indemnify Buyer against liability for normal and reasonable costs and direct damages (but not special, indirect or consequential damage or loss).
12.4 The undertaking of Seller under Clause 12.3 to indemnify Buyer shall not extend to acts of alleged infringement occurring after notice of alleged infringement is given to Buyer and Seller shall not be obliged to continue to deliver any Goods or Materials which are the subject of any allegation of infringement. No license, express or implied, is given to Buyer or any other person by a Contract under any patent copyright or design of Seller.
13. WEEE REGULATIONS AND COMPLIANCE
13.1 In this Clause 13:
“WEEE” means Waste Electrical and Electronic Equipment; and
“WEEE Regulations” means the Waste Electrical and Electronic Equipment Regulations 2013/3113 (as amended).
13.2 Seller hereby delegates to Buyer, and Buyer will take, sole responsibility for the obligation imposed on Seller as a “distributor” under Regulation 42 of the WEEE Regulations in relation to Goods or Materials sold by the Buyer. Buyer warrants that it shall, at its own cost, ensure the operation of a compliant “takeback” scheme as described in such Regulation.
13.3 Buyer shall indemnify Seller in full against losses (including loss of profits), costs, damages, charges and expenses incurred by Seller as a result of any failure of Buyer to comply with the terms of Clause 13.
14. CONFIDENTIALITY AND DATA PROTECTION
14.1 Buyer undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of Seller or of any member of the group of companies to which Seller belongs, except as permitted by Clause 14.2.
14.2 Buyer may disclose Seller’s confidential information:
14.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising Buyer’s rights or carrying out its obligations under or in connection with a Contract. Buyer shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 14; and
14.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Buyer shall not use Seller’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with a Contract.
14.4.1 any transfer of personal data or personal information to the Seller is carried out in compliance with applicable laws relating to privacy and data protection; and
Any notice required to be given under a Contract will be deemed to be served in the following circumstances:
15.1 if delivered by courier/hand to the party to whom it is given at its last known address, in which case it will be effective on signature of a delivery receipt or at the time the notice is left;
15.2 or pre-paid first class post to the party to whom it is given at its last known address, in which case it will be effective on the third day after posting;
15.3 if sent by facsimile or email to the recipient’s facsimile or email address (as notified in writing from time to time), in which case it will be effective on transmission unless a message is received declaring that the facsimile or email is undeliverable.
Buyer shall not assign or transfer or purport to assign or transfer any of its rights or obligations under a Contract or the benefit of it to any other person.
Seller’s failure to insist upon or delay in insisting upon strict performance of any of Buyer’s obligations or to exercise any rights or remedy provided by any Contract or by law shall not be construed as a waiver and shall not affect Seller’s right to require strict performance of all Buyer’s obligations or to exercise any rights or remedy provided by any Contract or by law.
18. THIRD PARTY RIGHTS
The Contract is between Buyer and Seller. No other person has any rights to enforce any of its terms.
If any provision or part-provision in these Conditions is found to be invalid, illegal or unenforceable, it shall be deemed deleted, but such invalidity, illegality or unenforceability shall not affect any other provisions or part-provisions in these Conditions. If any provision or part-provision of the Conditions is deemed deleted under this Clause 19, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision or part-provision.
20. GOVERNING LAW AND JURISDICTION
A Contract and all non-contractual obligations arising from or connected with a Contract shall be governed by and construed in accordance with the laws of England and Wales and the parties submit irrevocably to the Courts of England, which shall have exclusive jurisdiction to hear all disputes arising in connection with it.
Date of Issue: October 2023