DEJEX SUPPLIES LIMITED TERMS AND CONDITIONS OF SALE
1.1 These conditions of sale apply to every order accepted by us to the exclusion of any conflicting terms and conditions stipulated, incorporated or referred to by you in your order or in any document correspondence or negotiations.
1.2 Any quotation by us is an invitation to treat and a contract is only formed when we have either;
1.2.1 accepted your order in writing; or
1.2.2 delivered the goods to you
1.3 No variation of these conditions of sale is valid unless expressly accepted by one of our directors in writing.
2.1 Dates and times given for deliveries are approximate only and given for guidance only. We shall not be liable for delay unless;
2.1.1 Delay is of unreasonable length; and
2.1.2 The delay is not due to any cause mentioned in clause 2.2 below.
2.2 If any delivery is prevented or delayed by any cause beyond our reasonable control including, without limitation; war, fire, Act of God, prohibition or restriction by competent authority, or failure by any person to deliver plant, machinery or materials to us we shall not be liable for such failure or delay in delivery.
2.3 Where delivery is carried out by our supplier we shall not be liable for any delay or failure to deliver in contract between us and our supplier.
2.4 Unless otherwise indicated and subject to clause 2.5 below, delivery is to your place of business. We shall not be liable for any loss or damage to goods in transit unless the carriers and ourselves are notified in writing in the case of damage within 3 days of delivery and in the case of non-delivery within 10 days of the despatch.
2.5 The place of delivery in the case of road transport is the nearest point via and on a hard road suitable for heavy goods vehicles.
2.6 You will provide such assistance, including mechanical, as may be required by our driver in unloading to avoid manual handling.
2.7 You will be responsible for the cost of any abortive deliveries.
3.1 The weights, volumes or quantities of all consignments as ascertained by us or on our behalf and notified to you in our advice or delivery note shall be deemed to be correct unless any irregularity is proved.
4.0 PRICES AND PAYMENT
4.1 All prices indicated to you the customer are those ruling at the date of indication. We reserve the right;
4.1.1 to pass on to you any increase in prices, which may occur between the date of our acceptance of your order and the date of despatch of the goods,
4.1.2 to add a charge for the delivery of small loads.
4.2 Unless otherwise agreed;
4.2.1 payments are strictly net cash
4.2.2 or payments are due;
184.108.40.206 on the 20th day of the month following the month of invoice, or
220.127.116.11 forthwith upon the occurrence of any of the events referred to in section 12.1 (insolvency).
4.3 We reserve the right to include a credit charge which will be included in the total price shown on our invoice but which may be deducted if full payment is made on or before the due date.
4.4 No dispute arising under the contract shall interfere with prompt payment by you. You may not set up against us any breach of warranty or condition (express or implied) in diminution or extinction of the price and section 53.1 of the Sales of Goods Act 1979 is hereby excluded.
4.5 If payment is not made by the due date we reserve the right to charge interest at 2.5% per month on the amount outstanding during the period of delay and to withhold further deliveries or cancel any unexecuted part of any contract with you without liability.
4.5.1 In the event of such cancellation or suspension of deliveries you will be liable to pay us the supplier;
18.104.22.168 net cash forthwith for all goods which have been delivered by us to you under whatever contract for which payment has not been made, and
22.214.171.124 net cash before the delivery of any further goods.
4.5.2 Any cancellation of the contract or suspension of our deliveries under this condition shall not prejudice any other rights we have against you.
4.6 We may, at any time, vary or withdraw any credit facility.
4.7 We reserve the right to appropriate any payment made by you in respect of any goods in settlement of such invoices and accounts in respect of goods as we may in our absolute discretion, think fit notwithstanding any purported appropriation by you to the contrary.
4.8 We reserve the right at any time at our discretion to require security for payment before continuing with or making any delivery.
5.0 PROPERTY AND RISK
5.1 Risk in respect of loss or damage to goods shall pass to you when goods are unloaded in the case of delivery to your place of business and immediately upon the loading when goods are collected by you.
5.2 We retain title to the goods and reserve the right to dispose of them until the earlier of;
5.2.1 Us giving you written notice waiving our title and rights, or
5.2.2 You making payment in full;
126.96.36.199 for the goods delivered under this contract, and
188.8.131.52 for any other goods delivered to you the customer by us the supplier or on our behalf, and not yet paid for in full whereupon title to the goods shall pass to you the customer.
5.3 Until title passes or the goods are used or sold pursuant to the licence contained in section 5.5 below you shall;
5.3.1 store the goods separately from any other goods on the premises.
5.3.2 Mark the goods clearly as belonging to us the supplier, and
5.3.3 Not interfere with, deface, or remove any labels, batch numbers or other identification marks on the goods.
5.4 You hereby grant us, our servants and agents, an irrevocable licence to enter any premises where the goods are or are believed to be for the purpose of retaking possession of or otherwise disposing of the goods at any time before title has passed.
5.5 We grant you the customer permission to use the goods, or any part of them, in the course of your normal business, or to sell them as our agents on the following conditions;
5.5.1 you shall not hold yourselves out as our agents or bailees,
5.5.2 as much of the proceeds of any contract including the goods as is necessary to discharge payment for the goods to us shall be held by you;
184.108.40.206 in trust for us, and
220.127.116.11 in a separate bank account so that it shall not be mingled with other money and shall always be identifiable as our money,
5.5.3 you will impose similar conditions to those contained in this clause 5 on any contract including the goods so as to safeguard our interests until payment in full of all sums owing to us.
5.5.4 The permission given in section 5.5 shall terminate immediately on the happening of any of the events set out in section 12.1 (insolvency).
6.1 All goods of proprietary supply are sold subject to their supplier’s conditions and warranties and notwithstanding any advice to the contrary must be used in accordance with the instructions given by their supplier.
6.2 Subject to section 6.1 above;
6.2.1 We shall replace free of charge at the original point of delivery any defective goods or at our option refund the price received from you in respect of such goods.
6.2.2 Except in the case of goods referred to in section 6.2.3 below, you shall inspect all goods upon delivery to you and shall give us written notice of any defect within 14 days of the date of delivery.
6.2.3 In the case of goods which are resold or stored in their original packaging the goods shall be inspected upon opening the packaging and written notice of any defect shall be given within 14 days of opening the packaging.
6.2.4 No claims will be entertained in respect of goods which have been stored for a period exceeding their recommended shelf life.
6.2.5 We shall have the right to inspect such goods within 14 days of receiving such a written complaint and you shall take all steps necessary to enable us to do so.
6.2.6 Our liability under this warranty is conditional upon written notice being given within the time limits specified, and our being afforded the opportunity of inspecting the goods in accordance to section 6.2.5.
6.2.7 The express benefits of the warranty contained above represent our entire responsibility and liability for any defects in the goods and shall apply in place of all terms, conditions and warranties (express or implied), whether statutory or otherwise relating to defects in the goods.
6.3 We shall not be liable for any consequential or indirect loss suffered by you whether this loss arises from breach of a duty in contract or fort or in any other way (including loss arising from our negligence). Non-exhaustive examples of consequential or indirect loss include;
6.3.1 loss of profits,
6.3.2 loss of contracts,
6.3.3 damage to your property or to anyone else’s, and
6.3.4 personal injury or death to you or to anyone else (except so far as such personal injury of death is due to our negligence as defined in the Unfair Contract Terms Act 1977).
7.0 HEALTH AND SAFETY
7.1 Some of the goods we supply can be dangerous to health if used improperly. You are advised to read the manufacturer’s instructions carefully and to follow their recommendations. Your attention is also drawn to all relevant codes of practice as published by the Health and Safety Executive and any other relevant bodies.
8.0 RETURNED GOODS
8.1 Goods returned without consent will not be accepted for credit. We reserve the right to make a handling charge in any case where goods are accepted for return.
9.0 BRANDED GOODS
9.1 Where we accept an order from you the customer for named goods from a named supplier and the supplier ceases to supply those goods, or there is in our opinion likely to be an inordinate delay on the part of the supplier in supplying those goods, then the contract between us in respect of those goods shall be deemed to have been frustrated.
10.0 WHOLE CONTRACT
10.1 These conditions and any written variations in accordance with our section 1.3 constitute the whole contract between us and you do not rely on any representations made by us or any person on our behalf in entering into the contract.
11.0 TRADE MARKS
11.1 You shall not do in relation to the goods any act to which section 6 of the Trade Marks Act 1938 applies.
12.1 You will not be deemed to have repudiated the contract between us if any of the following events occur,
12.1.1 you become insolvent or enter into any arrangement or composition with your creditors,
12.1.2 being an individual you have a receiving order made against you or are adjudicated bankrupt,
12.1.3 being a corporation;
18.104.22.168 you have an administrative receiver of your assets appointed,
22.214.171.124 a petition is presented for an administration order or a winding up order,
126.96.36.199 a resolution is passed for winding up, or
188.8.131.52 you are in breach of any of these conditions.
12.2 Without prejudice to any other remedies we may have on the occurrence of any event referred to in section 12.1 we may;
12.2.1 cancel any existing order, and
12.2.2 refuse to make any further deliveries.
13.1 These conditions and any contract concluded pursuant to them shall be subject to and constructed in accordance with English Law and both parties submit to the non-exclusive jurisdiction of the English Courts.
14.1 Headings are for guidance only and shall not affect the interpretation of these conditions.