1. Business customers and consumers
1.1 Some of these terms apply to consumers only, some apply to business customers only. Those terms are marked as such.
1.2 All other terms apply to all customers.
1.3 You are classified as a business customer if you indicate to us that the goods or services supplied by us will be used in the course of your business or if you use the goods or services in the course of your business.
1.4 If you are not a business customer, you are a consumer. Nothing in these terms affects your statutory rights as a consumer.
2. Price
2.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.
2.2 Our quotations lapse after 30 days (unless otherwise agreed)
2.3 The price quoted excludes delivery (unless otherwise stated).
2.4 Business customers: unless otherwise stated, the price quoted to business customers is an illustrative estimate only and the price charged will be our price current at the time of delivery.
2.5 Business customers: Rates of tax and duties on the goods or services will be those applying at the time of delivery.
2.6 Business customers: At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods or services.
3. Delivery
3.1 All delivery times quotes are estimates only.
3.2 If we fail to deliver our goods or services within a reasonable time, you may (by informing us in writing) cancel the contract, however:
3.2.1 you may not cancel if we receive your notice after the goods have been dispatched or if the service has begun, and
3.2.2 if you cancel the contract, you can have no further claim against us under that contract.
3.3 If you accept delivery of the goods or services after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of goods).
3.4 We may deliver the goods in instalments. Each instalment is treated as a separate contract.
3.5 If we are unable to deliver our goods or services because for example there is no person on your premises to accept the goods or provide any necessary payment then we reserve the right to charge our reasonable costs for the failed delivery.
4. Delivery and safety
4.1 We may decline to deliver the goods or services if:
4.1.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
4.1.2 the premises (or the access to them) are unsuitable for the delivery vehicle or for the delivery of the service.
5. Delivery and risk
5.1 The goods are at your risk from the time of delivery.
5.2 Deliver takes pleace either:
5.2.1 at our premises (if you are collecting them or arranging carriage); or
5.2.2 at your premises (if we are arranging carriage).
5.3 You must inspect the goods on delivery. If any goods are damaged (or not delivered), you must write to tell us within five working days of delivery (or the expecred delivery time). You must give us (and any carrier) a fair chance to inspect the damaged goods.
6. Payment terms
6.1 You are to pay us in cash (or otherwise in cleared funds) when you order unless you have an approved credit account.
6.2 If you have an approved business credit account, payment is due no later than 30 days from the end of the month in which we issue our invoice unless otherwise agreed in writing by one of our directors. All invoices outstanding beyond this period will be referred to Daniels Silverman Limited and will be subject to a surcharge of 15% plus VAT to cover the collection costs incurred. This surcharge together with all other charges and legal fees incurred will be the responsibility of the customer and will be legally enforceable.
6.3 If you fail to pay us in full on the due date:
6.3.1 we may suspend or cancel future deliveries;
6.3.2 we may cancel any discount offered to you;
6.3.3 you must pay us interest at the rate equivalent to that set for the purposes of s6 of the Late Payment of Commercial Debts (Interest) Act 1998;
a. calculated (on a daily basis) from the date of our invoice until payment;
b. compounded on the first day of each calendar month; and
c. before and after any judement (unless the court orders otherwise)
6.4 If you have an approved business credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment.
6.5 We take any of those actions in 6.4 at any time and without notice.
6.6 You do not have the right to set off any money you may claim from us against anything you may owe us.
6.7 While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a lien).
6.8 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including legal costs on an indemnity basis) following any breach by you of any of your obligations under these terms.
6.9 Time of payment is a very important term of the contract between us.
7. Title
7.1 Consumers: s18 Sales of Goods Act 1979 applies.
7.2 Business customers: Until you pay all debts you may owe us;
7.2.1 all goods supplued by us remain our property
7.2.2 you must store them so that they are clearly identifiable as our property;
7.2.3 you must insure them (agaist the risks for which a prudent owner would insure it) and hold the policy on trust for us;
7.2.4 you may use them and sell them in the ordinary course of your business, but not if;
a. we revoke that right (by informing you in writing); or
b. you become insolvent.
7.3 Business customers: You must inform us (in writing) immediately if you become insolvent.
7.4 Business customers: If your right to use and sell the goods ends you must allow us to remove the goods.
7.5 Business customers: We have your permission to enter any premises where the goods may be stored:
7.5.1 at any time, to inspect them; and
7.5.2 after your right to use and sell them has ended, to remove them, using reasonable force if necessary.
7.6 Despite our retention of title to the goods we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.
7.7 You are not our agent. You have no authority to make any contract on our behalf or in our name.
7.8 All free material that you supply to us for incormporation into goods for you belongs to us once incorporated and so will be subject to these terms.
7.9 "The risk in the goods shall pass from the seller to the buyer upon delivery of such goods to the buyer. However, notwithstanding delivery and the passing of risk in the goods , title and property in the goods, including full legal and beneficial ownership, shall not pass to the buyer until the seller has received in cash or cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between the seller and the buyer for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and the buyer under which the goods were delivered.
8. Warranties
8.1 We warrant that the goods;
8.1.1 comply with their description on our acknowledgement of order form; and
8.1.2 are free from material defect at the time of delivery (as long as you comply with clause 3.3).
8.2 Business customers: we give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or services or their fitness for any purpose.
8.3 Consumers: Your statutory rights are unaffected
8.4 If you believe that we have delivered goods which are defective in material or workmanship or that our service is defective you must:
8.4.1 Inform us (in writing), with full details as soon as possible; and
8.4.2 allow us to investigate (we may need access to your premises and product samples).
8.5 If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 8.4) in full, we will (at our option) replace the goods or refund the price.
8.6 If our service is defective and you have complied with these conditions (in clause 8.4) then we will (at our option) rectify any failure or provide such repayment or reduction in the contract price as we think is reasonable.
8.7 We are not liable for loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use, or the supply of services even if we are negligent.
8.8 In any event our total liability to you (even if arising from two or more claims) is limited in damages to the price of the goods or services.
8.9 Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.
9. Specification
9.1 Suppose we are to prepare the goods or perform the service in accordance with your specificifcations or instructions. You must then ensure that the specifications or instructions are accurate. You must ensure that goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them.
9.2 We reserve the right to make any changes in the specifications of our goods which is necessary to ensure they conform with any applicable safety or other statutory requirements.
9.3 Business customers only: we also reserve the right to make without notice any minor modifications in our specifications designs or materials as we think necessary or desirable.
10. Return of goods
10.1 We will accept the return of goods from you only;
10.1.1 by prior arrangement (confirmed in writing);
10.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered); and
10.1.3 where the goods are as fit for sale on their return as they were on delivery.
11. Cancellation
11.1 Suppose the order is cancelled (for any reason). You are then to pay us for all stock (finished or unfinished) we may then hold (or to which we are committed) for the order.
11.2 We may suspend or cancel the order, by written notice if;
11.2.1 you fail to pay us any money when due (under the order or otherwise);
11.2.2 you become insolvent;
11.2.3 you fail to honour your obligations under these terms.
You may not cancel the order unless we agree in writing (and clause 11.1 then applies).
12. Waiver and variations
12.1 Any waiver or variation of these terms is binding in hinour only unless.
12.1.1 made (or recorded) om writing;
12.1.2 signed on behalf of each party; and
12.1.3 expressly stating an intention to vary these terms.
12.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
13. Force majeure - business customers only
13.1 Suppose we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control. We may then cancel or suspend any of our obligations to you, without liability.
13.2 Examples of those circumstances include act of God, accident, explosion, fire, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.
14. General
14.1 English law is applicable to any contract made under tyhese terms. The English and Welsh courts have non-exclusive jurisdiction.
14.2 If you are more than one person, each of you has joint and several obligations under these terms.
14.3 If any of these terms are unenforcable as drafted;
14.3.1 it will not affect the enforceability of any other of these terms; and
14.3.2 if it would enforceable if amended, it will be treated as so amended
14.4 We may treat you as insolvent if;
14.4.1 you are unable to pay your debts as they fall due; or
a. any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements {including a moratorium} or bankruptcy);
b. any application or proposal for any formal insolvency procedure; or
c. any application, procedure or proposal overseas with similar effect or purpose.
14.5 Business customers: all brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
14.6 Business customers only: any notice by either of us which is to be served under tyhese terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other's registered office or principal place of business. All such notices must be signed.
14.7 No contract will create any right enforceable (by virtue of the Contracts [Rights of Third Parties] Act 1999) by any person not indentified as the buyer or seller.