In these Conditions, the following definitions apply:
- Contract: the contract between DPIE and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
- Customer: the person or firm who purchases the Goods from DPIE.
- Goods: the goods (or any part of them) set out in the Order.
- Order: the Customer's order for Goods, as set out in the Customer's purchase order form or the Customer's written acceptance of DPIE's quotation as the case may be.
2 BASIS OF CONTRACT
- 2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- 2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer will ensure that the terms of the Order are complete and accurate.
- 2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of DPIE which is not set out in the Contract.
- 3.1 Subject to clause 3.2, the Customer will be entitled to cancel an Order by giving DPIE notice in writing prior to the Goods being dispatched. If Order is cancelled:
- 3.1.1 within 7 days of the Order date DPIE will be entitled to charge a cancellation fee of £75 plus VAT; or
- 3.1.2 more than 7 days after the Order date, DPIE will be entitled to charge the Customer a cancellation fee equal to 50% of the Order value and cancellation up to 14 days prior to delivery, DPIE will be entitled to charge a cancellation fee equal to 100% of the Order value.
- 3.2 Orders for non-standard Goods, custom built Goods or end-of-life Goods cannot be cancelled by the Customer after the Order has been placed.
4 DELIVERY AND INSPECTION
- 4.1 DPIE will deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location).
- 4.2 Delivery of the Goods will be completed on the Goods' arrival at the Delivery Location or such other location as the parties may agree.
- 4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
- 4.4 DPIE may deliver the Goods by installments, which will be invoiced and paid for separately. Each installment will constitute a separate Contract. Any delay in delivery or defect in an installment will not entitle the Customer to cancel any other installment.
- 4.5 The Customer will be responsible for inspecting the Goods upon delivery and will notify DPIE if there is any damage, discrepancy, non-delivery or shortage within 7 days of delivery.
- 5.1 DPIE warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods will:
- 5.1.1 conform in all material respects with their description;
- 5.1.2 be free from material defects in design, material and workmanship; and
- 5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
- 5.2 Subject to clause 5.4, if:
- 5.3 the Customer gives notice in writing to DPIE during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1; and
- 5.3.1 DPIE is given a reasonable opportunity of examining such Goods; and
- 5.3.2 the Customer (if asked to do so by DPIE) returns such Goods to DPIE's place of business at the Customer's cost, DPIE will, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
- 5.4 DPIE will not be liable for Goods' failure to comply with the warranty set out in clause 5.1 if:
- 5.4.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2; or
- 5.4.2 the defect arises because the Customer failed to follow DPIE's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice; or
- 5.4.3 the Customer alters or repairs such Goods without the written consent of DPIE; or
- 5.4.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
- 5.5 Except as provided in this clause 5, DPIE will have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
- 5.6 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
- 5.7 These Conditions will apply to any repaired or replacement Goods supplied by DPIE.
6 TITLE AND RISK
- 6.1 The risk in the Goods will pass to the Customer on completion of delivery.
- 6.2 Title to the Goods will not pass to the Customer until DPIE has received payment in full (in cash or cleared funds) for:
- 6.2.1 the Goods; and
- 6.2.2 all other sums which are or which become due to DPIE for sales of the Goods or any other products to the Customer.
- 6.3 Until title to the Goods has passed to the Customer, the Customer will:
- 6.3.1 hold the Goods on a fiduciary basis as DPIE's bailee;
- 6.3.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as DPIE's property;
- 6.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- 6.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; 6.3.5 notify DPIE immediately if it becomes unable to meet its debts or ceases to carry on business; and
- 6.3.6 give DPIE such information relating to the Goods as DPIE may require, but the Customer may resell or use the Goods in the ordinary course of its business.
- 6.4 If before title to the Goods passes to the Customer the Customer becomes unable to meet its debts or ceases to carry on business, or DPIE reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy DPIE may have, DPIE may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7 PRICE AND PAYMENT
- 7.1 The price of the Goods will be the price set out in the Order, or, if no price is quoted, the price set out in DPIE's published price list in force as at the date of delivery.
- 7.2 The price of the Goods is exclusive of the costs and charges for packaging, insurance and transport which will be charged at DPIE’s standard rates as notified to the Customer from time to time.
- 7.3 The price of the Goods is exclusive of value added tax (VAT) and any taxes, duties or levies charged on or in relation to the Goods and the Customer will pay such charges.
- 7.4 The Customer will pay the invoice in full and in cleared funds within 30 days of the date of invoice. Payment will be made to the bank account nominated in writing by DPIE. Time of payment is of the essence.
- 7.5 If the Customer fails to make any payment due to DPIE under the Contract by the due date for payment (due date), then the Customer will pay interest on the overdue amount at the rate of 4% per year above the base lending rate of Barclays Bank Plc from time to time Such interest will accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.
- 7.6 The Customer will pay all amounts due under the Contract in full without any deduction or withholding except as required by law.
8 CUSTOMER'S INSOLVENCY
If the Customer becomes unable to meet its debts or ceases to carry on business, or DPIE reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, without limiting any other right or remedy available to DPIE, DPIE may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and DPIE without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer will become immediately due.
9 LIMITATION OF LIABILITY
- 9.1 Nothing in these Conditions will limit or exclude DPIE's liability for:
- 9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- 9.1.2 fraud or fraudulent misrepresentation; or
- 9.1.3 breach of terms implied by section 12 of the Sale of Goods Act 1979.
- 9.2 Subject to clause 9.1:
- 9.2.1 DPIE will not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or indirect or consequential loss arising under or in connection with the Contract; and
- 9.2.2 DPIE's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will not exceed £25,000.
10 FORCE MAJEURE
DPIE will not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including without limitation strikes or other industrial disputes, failure of energy sources, acts of God, terrorism, malicious damage, breakdown of plant or machinery, collapse of building structures, extreme adverse weather conditions, or default of suppliers or subcontractors.
- 11.1 Assignment and subcontracting. The Customer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of DPIE.
- 11.2 Severance. If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract will not be affected.
- 11.3 Third party rights. A person who is not a party to the Contract will not have any rights under or in connection with it.
- 11.4 Variation. Any variation to the Contract will only be binding when agreed in writing and signed by DPIE.
- 11.5 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.