In these terms and conditions, the following words shall have the following meanings:-
“the Company” shall mean DCS Systems Ltd.
“the Goods” shall mean the products or articles which are manufactured or sold by the Company.
“the Buyer” shall mean the purchaser of the Goods from the Company.
2. The Contract
2.1 All orders are accepted under these Terms and Conditions alone.
2.2 These Terms and Conditions exclude any other Terms and Conditions inconsistent therewith which a buyer might seek to impose even though such other terms and conditions may be submitted in a later document and/or purport to exclude or supercede any Terms or Conditions inconsistent with them or may be contained in any offer acceptance or counter-offer made by the Buyer.
2.3 No variations of these Terms and Conditions is permitted unless expressly accepted by a Director of the Company in writing.
3.1 All prices charged are those ruling at the date of acceptance of the order from the Buyer unless otherwise stated.
3.2 All prices INCLUDE VAT.
4. Terms of Payment
4.1 The Buyer shall make payment net cash with the Buyer’s order except where the Company has agreed to open a credit account. In this case, the Buyer shall make payment net cash against every invoice from the Company within 30 days of the date of such invoice.
4.2 Time for payment shall be of the essence.
4.3 The Company reserves the right to charge interest at 2% per month on all overdue accounts, such interest being deemed to accrue on a day to day basis from the due date for payment under clause 5.1.
4.5 If the Buyer (being a company) has a petition presented for its winding-up or for an administration order under the Insolvency Act 1986 or passes a resolution for voluntary winding-up otherwise than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or any part of its assets or (being an individual) becomes bankrupt of insolvent or enters into any arrangement with its creditors of commits a material or serious breach of this Agreement (and in the case of such a breach being remediable fails to remedy it within 7 days of receiving notice to do so), he will be deemed to have repudiated the Contract.
5.1 All items quoted for delivery shall be delivered to the Buyers address or, if different, as specified on the Buyer’s order.
5.2 The Company shall be responsible for the delivery of Goods to the delivery address.
5.3 Time of delivery is of the essence. The company will try to keep delivery times to an absolute minimum.
5.4 The Company shall not be liable for any loss whatsoever or howsoever arising caused by its non-delivery.
5.5 The Company reserves the right to make delivery by installments and to tender a separate invoice in respect of each installment.
6. Lien and Stoppage
Until such time as the title in the Goods has passed to the Buyer the Company has the right to withhold delivery if the Buyer (being a Company) has a petition presented for its winding-up or for an administration order under the Insolvency Act 1986 or passes a resolution for voluntary winding-up otherwise than for the purposes of a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver appointed of all or part of its assets or (being an individual) becomes bankrupt or insolvent or enters into any arrangements with creditors or takes or suffers any similar action in consequence of debts or carries out or undergoes any analogous act or proceedings under foreign law.
7.1 The Buyer is under a duty whenever possible to inspect the Goods on delivery or on collection as the case may be.
7.2 Where the Goods cannot be examined the carriers note or such other note as appropriate shall be marked “not examined”.
8.1 The Company warrants that it has title to and the unencumbered right to sell the Goods.
8.2 It is the Buyer’s responsibility to ensure that the Goods are suitable for the purpose to which they are intended to be used.
9. Special Packaging or Materials
Where special materials or branded packaging are required to satisfy the Buyer’s order specification, it will be a condition that any surplus quantity of these items produced by the Company will, on completion of the Buyer’s order, be invoiced to, and payable by, the Buyer.
All returns made under warranty will be replaced or repaired and returned in the shortest possible time frame. Returns of none faulty goods can only be accepted within 30 days of purchase. Returns of none faulty products must have original packaging and be in the same condition as they were sent. A restocking fee of 7% will be applicable for non faulty goods returned in a open box condition. A cooling off period of 7 days exists under DSR in which a full refund will be given for unwanted goods. Notification must be given in writing within 7 days of receiving your goods. Goods must be returned to us within 30 days of notification. This does not affect your statutory rights.
Any notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to the party concerned at its address specified overleaf or such address as the party may from time to time notify in writing and shall be deemed to have been served, if sent by post, 48 hours after posting.
Neither the Company nor the Buyer shall assign or transfer or purport to assign of transfer the contract or the benefits thereof to any other person without the prior written consent of the other.
13. Proper Law and Jurisdiction
The contract shall be governed by and construed in accordance with the law of England.
The rights and remedies of the Company under the contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the Company in asserting or exercising any such rights or remedies.
The headings of these conditions are for convenience only and shall have no effect on the interpretation thereof.