APPLICATION
1 (a) These conditions apply to all quotations, offers and contracts for
the sale of goods by D.G. Controls Limited, whose registered office and works are situated
at Cadley Hill Road, Swadlincote, Derbyshire DE11 9TB, England (the "Seller").
(b) In these conditions the "Buyer" means the person, firm or
company who has ordered or agreed to purchase goods from the Seller.
ORDERING
2 (a) Any order submitted for any goods is a binding offer to purchase
those goods on these conditions. Verbal orders are accepted only at the Buyer’s risk
and the Seller’s interpretation of any verbal instructions will be considered and
agreed by the Buyer to be correct and valid.
(b) All terms and conditions of the Buyer are hereby excluded.
(c) A quotation by the Seller does not constitute an offer.
(d) Any offer by the Seller to sell any goods is open for acceptance
for 14 days from and including the date of that offer unless otherwise specified in such
offer.
(e) The Buyer shall not be entitled to cancel or modify any order
submitted by it or to return any goods delivered by the Seller without the Seller's
written consent.
(f) If the Seller agrees to cancellation or return, the Buyer shall be
liable to pay to the Seller an amount as specified by the seller (minimum of 25% of
invoice value of goods or £25 whichever is the greater) together with all costs of
handling, carriage, insurance and packing in relation to delivery of the goods and
arranging for return of the goods to the Seller. Any credit amount due to the buyer is not
refundable but will be held by the seller to be set against future invoicing.
PRICE
3 (a) Unless otherwise agreed, the price for any goods shall be the
Seller's advertised list price at the time the goods are invoiced to the Buyer.
(b) The Seller may vary the price of the goods by a reasonable amount
attributable to a change in or insufficiency of the Buyer's instructions or specifications
and/or to be in line with the prices ruling at the date of invoice.
(c) All prices are exclusive of value added tax and any other taxes and
duties which will be payable in addition at the rate current at the time of invoice.
(d) Where specifically stated, the prices for the goods include
carriage, packaging, and other delivery costs for delivery of the goods in a single
consignment to a United Kingdom mainland address, during normal working hours as operated
by the Supplier. Otherwise and also the costs of delivery of the goods elsewhere or in
more than one consignment shall be an additional charge to the Buyer.
(e) The Seller shall be entitled to decide the method of carriage. If
the Buyer requests a method of carriage, then it shall pay for any additional charges,
costs and expenses incurred by the Seller, in arranging for carriage by a different
method.
SPECIFICATION
4 (a) The Buyer acknowledges that the goods are subject to a continuing
process of change and development and that the goods may not comply in all respects with
the technical specifications set out in the Seller's catalogues or elsewhere, or be
identical in all respects with goods of the same type previously supplied.
(b) The Seller reserves the right to make unilaterally and without
prior reference to the buyer any reasonable change to any specification of the goods prior
to despatch.
(c) The Buyer acknowledges that all specifications and details in all
catalogues, quotations, acknowledgements and web sites, are approximate only and do not
form part of the contract.
DELIVERY
5 (a) The Seller will use its reasonable endeavours to deliver goods by
the agreed delivery dates or if no dates are stated, within a reasonable time.
(b) All delivery dates are estimates only and time of delivery is not
of the essence.
(c) The Buyer shall not be entitled to refuse to accept late delivery
or treat late delivery as a breach of contract.
(d) The Seller shall not be liable for late delivery or non-delivery
owing to any circumstance beyond its reasonable control (including any delay, act or
omission of a third party carrier used by the Seller) and delivery of any goods shall be
suspended for so long as such circumstance lasts.
(e) The Seller shall be entitled to withhold delivery of any goods
where any amounts payable by the Buyer to the Seller are overdue on any account
whatsoever, without allowing termination of the outstanding balance of the order by the
buyer.
(f) If the Buyer refuses to accept delivery of the Goods, the Buyer
shall in addition to the price, pay the Seller's costs incurred in returning and storing
or otherwise disposing of the goods.
RISK
6. Risk in the goods shall pass to the Buyer on delivery to the Buyer
or its agent, representative or carrier.
INSPECTION
7 (a) The Seller shall not be liable for total loss in transit, unless
non-delivery is notified to the Seller within 3 days after the Seller has despatched its
delivery advice note.
(b) The Buyer shall inspect the goods immediately on receipt, and the
Seller shall not be liable for defects or shortages discoverable on reasonable inspection
unless the Buyer notifies the Seller within 3 days from and including the date of
delivery.
(c) Where the Buyer notifies the Seller of any non-delivery, defects or
shortages, the Seller's only liability shall be at its sole option as soon as reasonably
practicable to repair or replace defective goods, make good any shortages, or to refund to
the Buyer the purchase price paid for the goods.
PAYMENT
8 (a) Unless otherwise agreed, the Buyer shall pay the Seller's
invoices within 30 days after the date of invoice.
(b) The Buyer shall make all payments in full without withholding,
deduction or set-off for any reason.
(c) The Seller shall be entitled to charge daily interest on overdue
amounts at the rate of 2.5% per month from the due date to the date of payment.
(d) If the Seller has reasonable doubts about the Buyer's ability or
willingness to pay, the Seller shall be entitled to suspend performance and to request
payment on or before delivery or security for payment before continuing with performance
of the contract. Such suspension will not allow termination of the outstanding balance of
the order by the Buyer.
(e) All payments are due in the currency as requested in the invoice.
TITLE
9 (a) Title to any goods shall remain with the Seller until it has
received payment in full in cash or cleared funds for all of the goods in the same order,
whether or not the goods are to be delivered and paid for in instalments.
(b) Until title to any goods has passed, the Buyer holds those goods as
bailee for the Seller.
(c) In the event that any payment for all or any goods is overdue or is
likely to be unpaid, the Buyer shall re-deliver those goods on demand and authorises the
Seller to enter any premises to remove those goods.
WARRANTY
10 (a) If the Buyer finds a material defect in the goods within 12
months from and including the date of despatch then the Seller will at its sole option as
soon as is reasonably practicable repair or replace defective goods or refund to the Buyer
the purchase price paid for those goods PROVIDED THAT:
(i) the Buyer informs the Seller within 3 days after the defect was
discovered and then proceeds as instructed by the Supplier, including the prompt return,
at the Buyer’s expense of any goods claimed faulty;
(ii) the defect existed in the goods at the time of delivery of the
goods or arose from faulty materials or workmanship, was not reasonably discoverable upon
inspection at the time of receipt, and did not result from any modification or alteration
of the goods by the Buyer, or from normal deterioration, or from improper or faulty
connection, installation, handling, storage or use of the goods by the Buyer, or failure
of the Buyer to comply with any instructions provided by the Seller;
(iii) any trade marks or labels on the goods have not been removed or
mutilated.
(b) Where the Seller has the benefit of any warranty or guarantee in
respect of the goods or any parts or components comprised in the goods, this warranty or
guarantee shall replace the above warranty in so far as the defect relates to such parts
or components, and the Seller will use his reasonable endeavours to extend to the Buyer
the benefit of that warranty or guarantee.
LIABILITY
11 (a) The Seller's express liability under the these conditions shall
be the Seller's only liability and the Buyer's only remedy for breach of this contract for
the sale of goods and all other liability of the Seller whether in contract, tort
(including negligence), statute or otherwise, is hereby excluded.
(b) The goods are supplied strictly on the terms that the Buyer has
satisfied itself of their suitability for its purposes. All warranties and representations
express or implied, as to the quality or fitness for purpose of the goods are hereby
excluded.
(c) In any event, the total liability of the Seller in respect of
breach of any contract for the sale of goods or any representation given in connection
with such a contract, whether in contract, tort (including negligence) statute or
otherwise shall be limited to the purchase price for the goods.
(d) In any event, the Seller shall not be liable to the Buyer in
respect of breach of any contract for the sale of goods or any representation given in
connection with such a contract, whether in contract, tort (including negligence) statute
or otherwise howsoever, for any consequential, indirect or special losses, any loss of
use, profit, business, revenue, or contract, or any liability of the Buyer to any third
party.
(e) In any event, the Seller shall not be liable for delay or
non-performance of this contract due to any event or circumstance beyond its reasonable
control (including act of god, legislation, war, civil commotion, fire, flood, failure of
power supply, strike or other industrial action, or any inability to obtain parts or
materials).
(f) Nothing in these conditions shall limit or exclude the Seller's
liability for death or personal injury resulting from its negligence.
(g) The Buyer shall indemnify the Seller against all actions, claims,
costs, damages, expenses and other loss or liability arising out of a defect in the goods
to the extent occasioned or contributed to by any act or omission of the Buyer.
RIGHTS
12 (a) All patents, copyrights, design rights and trade marks, rights
to confidence, and all other intellectual property rights, whether registered or
unregistered, in any part of the world, in or developed by the Seller in relation to the
goods are and shall remain the property of the Seller.
(b) The Seller does not warrant that the import, export, advertisement,
or sale of the goods will not infringe the intellectual property rights of any third
party, and shall have no liability to the Buyer in such case.
(c) The Buyer shall not remove or tamper with any trade marks or labels
attached to the goods.
NOTICES
13 (a) All notices shall be in writing, and sent by hand, courier,
first class post or facsimile to the address of the recipient stated in any quotation,
order or acknowledgement of order.
(b) Notices shall be deemed to be received if sent by hand or courier,
on delivery, if sent by first class post, on the second day following the day of posting,
and if sent by facsimile, on completion of uninterrupted transmission.
LAW
14 These conditions and any contract to which these conditions apply
shall be governed by and construed in accordance with English law and the parties hereby
submit to the exclusive jurisdiction of the English Courts.
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