“DTECH” means DTECH Cabling Systems, International House, London, E13 9PJ. The “BUYER” means any person, firm, or company that buys or agrees to buy goods from DTECH. “GOODS” means the articles (including any instalment of the articles or parts for them) ordered by the Buyer from DTECH. “CONDITIONS” mean these conditions of sale together with any special terms and conditions agreed in writing by DTECH and the Buyer.
The Buyer’s order is accepted upon and subject to these Conditions only to the exclusion of all other terms and conditions subject to which the Buyer’s order is made or purported to be made. No variation to these Conditions shall be binding unless agreed in writing by DTECH.
No order submitted by the Buyer shall be deemed to be accepted by DTECH unless and until confirmed in writing by DTECH’s authorised representative. The quantity, quality and description and any specification for the Goods shall be those set out in DTECH’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by DTECH). In the absence of a full specification DTECH’s manufacturing designs, formulations and selling prices are prepared on the basis of the customer’s general description or sample. DTECH’s interpretation of the requirement is indicated in the relevant quotation. Unless otherwise stated the dimensions or other parameters given are descriptive only and are subject to normal manufacturing tolerances. Dimensional and performance characteristic, other than those specifically indicated should not be implied.
DTECH reserves the right to make any changes in the specifications for the Goods which are required to conform with any applicable safety or other statutory requirements or, if the Goods are supplied to DTECH’s specification, which do not materially affect their quality or performance. Where customers’ orders for goods are specifically manufactured, DTECH may manufacture and deliver within +/- 10% of the customers’ ordered quantity. Normally deliveries of special cables may contain up to 10% in lengths shorter than standard but this percentage may be exceeded where the total length of the special cable ordered and the specified individual lengths demand it. The price will be adjusted accordingly. The Buyer shall indemnify and keep indemnified DTECH against all claims, costs, damages and expenses incurred by or for which DTECH may become liable by carrying out any work required to be done on or to the Goods in accordance with the requirements or specifications of the Buyer which results in any claim for infringement of any intellectual property rights vested in another person, firm or company.
Strictly net cash with order unless a credit account has been established with DTECH. Where a credit account has been established with DTECH, payment made for each instalment of Goods delivered within 30 days after invoice date (whether the Goods are whole or only part of the Goods ordered) and the time of payment of the price shall be of the essence. If the Buyer fails to make any payment on the due date, then without prejudice to DTECH’s other rights or remedies, DTECH shall be entitled to:-
(a) charge interest at 8% over the Barclays Bank PLC. base rate from time to time on any payment that is overdue until actual payment (both before and after any judgement).
(b) to cancel the contract or suspend any further deliveries to the Buyer and (c) to appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and DTECH) as DTECH may think fit.
Any time or date quoted by DTECH for delivery is given and intended as an estimate only. Whilst every endeavour will be made to meet an estimated time of delivery for delivery, DTECH shall not be liable to make good any damage or loss whether arising directly or indirectly out of delay in delivery. DTECH reserve the right to deliver by instalments against any order. Each delivery shall constitute a separate contract and DTECH’s failure to deliver any one or more instalments in accordance with the conditions, or any claim by the Buyer in respect of any one or more instalments, shall not entitle the Buyer to treat the contract as a whole as repudiated. Where DTECH arranges for delivery to the Buyer’s address, the carrier is deemed to be the Buyer’s agent. Non-delivery must be reported immediately in writing to DTECH and the carriers within 7 days of the date of despatch.
Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery of the Goods. Delivery of the Goods shall be deemed to take place at the time the same are posted by DTECH in a package addressed to the Buyer, placed in the hands of any delivery agent or service or, if the Buyer collects the Goods, when DTECH notifies the Buyer that they are available for collection.
Notwithstanding delivery and the passing of risk in the Goods, legal and equitable ownership of the Goods shall remain with DTECH until the price of the Goods and all other goods agreed to be sold by DTECH to the Buyer, for which payment is then due, has been paid in full. Until that time the Buyer shall:-
(a) hold the Goods as DTECH’s fiduciary agent and Bailee only.
(b) keep the Goods separate from those of the Buyer and third parties and properly stored, protected, insured and identified as DTECH’s property.
(c) be entitled to resell or use the Goods in the ordinary course of its business but shall account to DTECH for the proceeds of such sale (including insurance proceeds).
DTECH may recover the purchase price notwithstanding the fact that ownership has not passed, and the Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of DTECH, and, if it does so, all monies owing by the Buyer to DTECH shall (without prejudice to any other rights or remedies of DTECH) become due and “payable immediately.”
Until property in the Goods passes to the Buyer, DTECH shall be entitled at any time to require the Buyer to deliver up the Goods and, if the Buyer fails to do so forthwith, to enter any premises where the Goods are kept to take possession thereof.
Any Goods supplied by DTECH which contain defects of materials or workmanship will at the option of DTECH be replaced or repaired free of charge provided that:-
(a) details of any defect are notified to DTECH in writing as soon as discovered and in any event within 5 days of date of purchase.
(b) the Goods are returned to DTECH within 14 days of DTECH being notified of any defect
(c) the instructions prescribed by DTECH have been strictly followed and the Goods have not been damaged as a result of accident, neglect, misuse or other improper treatment
(d) alterations or modifications have not been made or attempted by anyone other than DTECH or its authorised agent.
Other than set out in this Condition all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Except in respect of death or personal injury caused by DTECH’s negligence, in no circum- stances shall DTECH be liable for consequential loss or damage (including loss of profit or otherwise) of any nature in relation to the supply of the Goods, or their use or resale by the Buyer.
DTECH will not be liable to the Buyer or deemed to be in breach of contract because of any delay or non-performance directly or indirectly due to any cause beyond DTECH’s reasonable control including (without limitation) lack of adequate instructions from the Buyer, Governmental regulations or requirements, Acts of God, unavailability of materials, work stoppages, strikes, slow-downs, boycotts or other industrial action and in such a case may wholly or partially suspend shipment of Goods.
The Buyer acknowledges that he is exclusively responsible for detailing the specification for all goods ordered from DTECH, for ascertaining the suitability for the use to which they will be put, and for determining their ability to function for that purpose. Any advice given by DTECH or one of its associates through any medium is only advice and should not constitute as factual or reliable. The buyer must satisfy themselves as to the suitability of any product purchased through DTECH. The DTECH will not accept any liability what so ever or how so ever caused
Where a customer places a firm order for the bulk supply of goods over a specified period, acceptance of deliveries may not be partially or wholly suspended unless agreed by DTECH in writing. If the total quantity of goods ordered has not been specified for delivery by the end of the period stated and agreed on the order, then DTECH reserve the right to deliver the quantity of goods outstanding in accordance with the terms specified and the customer shall become liable for payment for the goods in full. In the event of the cancellation of an order DTECH reserve the right, without prejudice to any other rights or remedies it may have, to charge up to 100% for stock held by DTECH pending shipment, up to 100% for items of which DTECH cannot cancel delivery with DTECH’s supplier and up to 50% for the remaining balance. In particular (but without limitation), in the event of cancellation by the Buyer of part only of the order, DTECH shall be entitled to re-calculate the price of the uncancelled part of the order as if it constituted the whole order, and re-invoice the Buyer accordingly. No returns will be permitted without DTECH’s prior consent in writing and must be returned at the Buyers expense in their original condition and packaging.
**Special order or manufactured items may not under any circumstances be returned or cancelled unless faulty.
Without prejudice to any other right or remedy it may have, DTECH shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer if:-
(a) the buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for purposes of amalgamation or reconstruction);
(b) an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
(c) the Buyer ceases, or threatens to cease, to carry on business; or
(d) DTECH reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
If the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
In the event of the Goods being exported out of the United Kingdom of Great Britain and Northern Ireland it shall be the responsibility of the Buyer to ensure that the Goods comply with all legal requirements and standards in the countries to which the same are exported and no warranties are made by DTECH in this respect and no liability will be accepted by DTECH if the Goods are not permitted in the country concerned.
The failure on the part of DTECH to exercise or enforce any rights conferred by the contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
The invalidity of the whole or any part of any of these Conditions shall not affect the validity of the remaining part of the particular Condition or the other provisions of these Conditions.
Any notice required to be given hereunder shall be in writing and may be delivered personally or sent to the other party by pre-paid first class post, telex or fax at its registered office or principal place of business or last known address, and shall deemed to have been received, if sent by post, 24 hours after posting and, if sent by telex or fax, immediately upon despatch whether or not it is actually received.
These Conditions shall be governed by English Law and the English courts shall have jurisdiction in relation thereto.