UNIT 20, ABERCARN INDUSTRIAL ESTATE, BRIDGE STREET, ABERCARN, NEWPORT, S. Wales NP11 5EY
Telephone: 01495 243222 Fax: 01495 243777 e-mail: email@example.com
WEB PAGE: http://www.dischromatics.co.uk
Registered in England No. 2370965 VAT No. 535 4216 60
TERMS AND CONDITIONS OF SALE
All orders placed by the Customer (“the Customer”) for goods and services accepted by Dischromatics Ltd (“Dischromatics”) are accepted subject to the following conditions, which shall form part and govern the contract of sale. Acceptance of goods shall be deemed to be acceptance of these conditions of sale. Any term sought to be imposed by a Customer either in a document or otherwise that conflicts with or adds to these conditions is not accepted. No agent or representative of the vendor has authority to vary these conditions unless accepted in writing by a director of Dischromatics Ltd, hereinafter referred to as “a director”.
(a) The placing of an order following Dischromatics’ quotation shall not be binding on Dischromatics until or unless accepted by Dischromatics. In the case of orders given verbally by the Customer, whether by telephone or otherwise, the record made by Dischromatics of such an order shall be conclusive and binding
(b) Without prejudice to (a) above, additions or alterations to orders, however made, shall not be binding until confirmed by Dischromatics in writing.
(c) Quotations and offers of delivery of goods and services from Dischromatics are subject to the goods being unsold and sufficient resources being available on receipt of the Customer’s order.
(d) Dischromatics may from time to time make changes in specification of the goods and/or services which are required to comply with any applicable statutory requirements or which, in the case of goods do not materially effect the quality or fitness for purpose of the goods.
(a) The prices quoted are exclusive of delivery costs and Valued Added Tax, which will be charged at the appropriate rate applying at the time of Dischromatics invoice, where applicable.
(a) Dischromatics reserves the rights to refuse to execute any order if the arrangements for payment or the Customers credit are not satisfactory to Dischromatics.
(b) Payment must be made to Dischromatics’ address stated on the invoice within 30 days after the date of the invoice, unless otherwise agreed between the Customer and Dischromatics at the time the invoice is issued and recorded by Dischromatics on the particular invoice. Time shall be of the essence in relation to the fulfilment of or any obligation of the Customer as to payment.
(c) If payment is not made on the due date Dischromatics reserves the right to enforce their statutory right to charge interest on the current amount due at the rate of 8% above BOE's base rate current at the due date in accordance with government guidelines.
(d) Unless otherwise agreed in writing by Dischromatics the Customer shall not be entitled to exercise any right of set-off, withholding or counterclaim whether arising under this contract or not, against monies owed to Dischromatics for goods and/or services invoiced and supplied to it.
4. Property and Risk
(a) For so long as any amounts remain owing from the Customer to Dischromatics (whether immediately due or not) title to the property of the goods shall remain with Dischromatics and ownership will not pass to the Customer until Dischromatics has received payment in full. In the event of the Customer reselling the goods. If Dischromatics has not received all amounts owing to it, the Customer shall account to Dischromatics for the proceeds of any such sale and meanwhile, will hold all proceeds of such sale of goods upon trust of Dischromatics until Dischromatics have received such amounts in full. Dischromatics shall have the right to trace all proceeds in accordance with the principles of R. V. Hallets Estates 1880 13CH.D96. At any time after the due date for payment from the Customer to Dischromatics and so long as such amounts have not been received by Dischromatics in full, Dischromatics, at the Customers expense, shall have the right to enter the Customer's premises and remove from there, all goods which remain the property of Dischromatics.
(b) Customers must be aware that the Intellectual Property Rights for any design or video production produced by Dischromatics is the property of Dischromatics and will remain so until such a time that the customer pays the sum agreed in full to Dischromatics for the transfer of IP rights.
5. Design Variation
Whilst Dischromatics makes every effort to ensure that goods supplied, correspond in every respect with the sample, specification or description provided. As the case may be, Dischromatics is not responsible for the minor variations in specification, in colour or other design features and no such minor variation, shall entitle the Customer to rescind the contract, or shall be the subject of any claim against Dischromatics by the Customer.
(a) No liability for any claim for damage or non-functionality shall be accepted unless the Customer notifies Dischromatics in writing within seven days of delivery. This period may be extended at the sole discretion of Dischromatics where the Manufacturer’s replacement policy exceeds this deadline.
(b) No liability for any claim for missing items such as manuals, etc. shall be accepted unless the Customer notifies Dischromatics in writing within seven days of delivery.
(c) No liability for any claim will be accepted in the case of goods differing in quantity or descriptions from the particulars given on the delivery note. Unless Dischromatics is notified in writing, by the Customer within seven days of delivery and the onus is on the Customer to prove any shortage.
(d) In the case of active third party on-site maintenance contracts, the Customer accepts an obligation to use the services of the contracted third party to resolve claims under clause 5(a).
(e) In the case of manufacturers who operate direct product support and returns procedures, the Customer accepts an obligation to process their claim directly through the manufacturer.
(a) The Customer shall, unless otherwise, in writing, be responsible for all carriage, telephone, postal and other incidental charges incurred during the guarantee period.
(b) Where a guarantee includes repair performed on the Customer's premises, commonly known as an ‘on-site maintenance’, this shall t not apply outside the mainland of Great Britain. Customers whose premises are outside Great Britain will instead receive ‘return to base’ maintenance.
8 Returned Goods
(a) Dischromatics will not accept goods for credit or rectification unless such return has been authorised by a director and the goods are received by Dischromatics in stock condition. With original packaging and Dischromatics retains the right, at its sole discretion whether to accept the return of goods or whether to rectify the goods or whether to issue a credit note in respect thereof. Dischromatics reserves the rights to charge a restocking fee on goods returned for credit which are not in stock condition.
(b) The Customer shall, unless otherwise stated be responsible for the cost of the outward and return carriage and insurance of all goods returned by the Customer to Dischromatics for service or credit, these goods shall be at the risk of the Customer until actual receipt of the goods by Dischromatics. The onus of proof of safe delivery shall rest with the Customer.
(c) All items returned to Dischromatics by pre-arrangement and found to contain no fault will be subject to a 25% restocking charge. Providing the goods are in original stock condition. Any reduction in the restocking charge shall be at the sole discretion of Dischromatics.
(d) No credit will be issued until the goods have been received complete.
9 Consequential Loss
The extent of Dischromatics liability to the Customer for any default or breaches whatsoever and howsoever arising, shall in no case exceed the invoice value of the goods. Also, Dischromatics shall in no circumstances whatsoever be liable to the Customer in respect of any loss or damage, whether suffered by the Customer, or any Purchaser of goods from the Customer and whether direct, indirect, consequential, or however else arising.
10 Force Majeure
Notwithstanding any agreement to the contrary, the delivery of goods and/or services may be totally or partially suspended by Dischromatics during any period in which Dischromatics may be prevented or hindered from manufacturing, supplying or delivering the goods or services as a result of an act of God, fire, accident, war, riot, civil commotion, government order, regulation or directions, shortage of labour, equipment or materials, strike, lockout, or any other contingency whatsoever beyond Dischromatics control, whether of the forgoing nature or not. Any goods the delivery of which and/or services the provision of which have been totally or partially suspended shall be accepted by the Customer as soon as Dischromatics is no longer prevented or hindered from manufacturing, supplying and delivering the goods and/or the services.
(a) These Terms and Conditions shall be the subject to and construed in accordance with English law.
(b) The Customer irrevocably agrees to the exclusive benefit of Dischromatics that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with these Terms & Conditions and that accordingly any proceedings, suit or action arising out of or in connection with these Terms & Conditions may be brought in such court. Nothing contained in this sub clause shall limit the right of Dischromatics to take such proceeding, suit or action against the Customer in any court of competent jurisdiction. Nor shall the takings of such proceeding, suit or action in any one or more jurisdictions preclude the taking of such proceeding, suit or action in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
If any provision of the contract is declared by a judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, the parties amend that provision in such reasonable manner as achieves the purpose of that provision without illegality or at the discretion of Dischromatics it may be severed from this agreement.