In these terms and conditions of sale the "Company" means DSCallards Limited and the "Purchaser" means the person or company ordering or buying the goods from the Company, and the "Goods" means the goods or services which are supplied by the Company.
1. Price and Delivery
1.1 Quoted prices include the cost of usual packaging but exclude delivery and VAT both of which are an additional charge.
1.2 Prices of goods will be those ruling at the date of despatch and the Company reserves the right to amend upon written notice to the Purchaser its quoted prices at any time before the date of despatch.
1.3 Delivery shall be deemed to have taken place when the Goods arrive at the Purchaser's premises. Delivery dates quoted by the Company are made in good faith but the Company shall not be liable for any loss or damage direct or consequential whatsoever, arising from the late delivery of Goods.
1.4 The Purchaser shall inspect the Goods immediately upon receipt of delivery. The Company reserves the right to reject any claim in respect of non-delivery, shortages or damage in transit unless they are submitted in writing to the Company within 7 days after, or in the case of non-delivery 7 days after the due delivery date.
2. Title in the Goods
2.1 Intellectual property rights embodied in or in connection with the Goods are the property of the Company or such other manufacturer/supplier of any such rights.
2.2 Upon delivery of the Goods to the Purchaser's premises, the risk of loss or damage to the Goods shall pass to the Purchaser.
2.3 This clause does not give the Purchaser any right whatsoever to return the Goods sold to it by the Company for any reason. In the event of Goods being returned and accepted by the Company, the Company may levy a handling charge of 10% of the invoice value of the Goods concerned and reserves the right to charge the Purchaser for any costs incurred, such as carriage, storage, repackaging and reselling.
3. Terms of Payment
3.1 When credit is given to the Purchaser by the Company, all amounts owed by the purchaser to the Company, shall be paid within 30 days of the invoice date. In the event of the Purchaser failing to make full payment within this period, the Company reserves the right to charge interest, for the term in which the debt is overdue at the current Lloyds Bank PLC base rate from time to time applying plus 2% and to suspend or cancel further deliveries to the Purchaser, to suspend performance of any services such as warrantee work, and cancel any contract existing between the Company and the Purchaser.
3.2 Failure to keep to the Company's credit terms may result in loss of credit facilities. Regardless of any prior approval of credit the Company may have made, the Company shall be entitled to full or partial payment in advance, if it so requires.
4. Warranty and Returns Procedure
4.1 The Company accepts liability and responsibility for any costs, claims, losses, liabilities, damages and expenses of whatever nature incurred by the Purchaser arising from its use of the Goods supplied by the Company to the extent that such costs, claims, losses, liabilities, damages and expense are caused by the negligence, fraud or wilful default of the Company, its employees, agents or subcontractors.
4.2 The Company shall indemnify and keep indemnified the Purchaser against any costs, claims, losses, liabilities, damages and expenses arising out of or in relation to any claims by a third party that the use or possession of the Goods supplied by the Company (or any part thereof) infringes a copyright, patent, trade secret, trademark or other intellectual property right of that third party and the Company undertakes to the Purchaser that:-
4.2.1 The Company or, if applicable, any Third Party Software owner shall conduct any litigation with due diligence and in good faith using competent Counsel and in such a way as not to bring the reputation or good name of the Purchaser (or that of any related companies) into disrepute.
4.2.2 The Company or, if applicable, any Third Party Software owner shall provide the Purchaser with such security for costs and damages that might be awarded against the Purchaser as the Purchaser may reasonably require.
4.2.3 The Company or, if applicable, any Third Party Software owner shall not be entitled to settle or compromise any claims against the Purchaser without the Purchaser's prior written consent (such consent not to be unreasonably refused).
4.3 To the extent permitted by the law the Company shall under no circumstances be liable for any direct, indirect, consequential or incidental loss, damage or injury, including loss of profits, contracts or revenue, however caused.
4.4 Before defective Goods are returned a returns authorisation number must be obtained from the Sales Department of the Company and a copy of the original invoice must accompany the Goods.
4.5 The Company's liability in respect of the defective Goods will be limited to the replacement of the defective items or the issuing of credit notes, whichever the Company deems fit in the circumstances. Any measures taken will relate only to the actual faulty Goods or their value.
4.6 The Purchaser shall prepay all transportation, packaging and transit insurance to the Company. The Company will not be responsible for Goods, which are damaged or lost in transit from the Purchaser. The Company will pay all return costs to the Purchaser, where incurred in connection with compliance by the Company of its warrantee.
4.7 The Company shall under no circumstances whatsoever issue replacement Goods in whole or part, prior to receipt and inspection of defective Goods by the Company.
5.1 The Company reserves the right to cancel, change or suspend operation of the contract of sale in event of any occurrence or contingency beyond its reasonable control, including, but not limited to an act of God, riots, labour disputes, war, civil disturbance, earthquake, fire and floods, inability to secure materials or parts any alteration to the Purchaser's requirements. Neither party shall be liable for any breach of contract resulting from such an occurrence.
5.2 The terms and conditions above, unless otherwise agreed to in writing by two of the Company's directors, shall apply to all agreements for the sale or supply of Goods by the Company. No terms or conditions stipulated in any other communication or document shall vary or cancel any of these terms and conditions.
5.3 In the event that any part of these terms and conditions shall be determined invalid, unlawful or unenforceable to any extent, such term or condition shall be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.[/li][/list][list class=special-4][li]The laws of England shall govern these terms and conditions of sale.
The terms and conditions above may be terminated by either party if the other party:
6.1 Commits a material breach of the terms and conditions which is incapable of remedy, immediately upon giving notice;
6.2 Commits any other material breach of the terms and conditions which is capable of remedy, 30 days after giving notice of the breach remains unremedied; or
6.3 Makes an assignment for the benefit of its creators, or files or has passed against it a petition under bankruptcy, insolvency, reorganisation or similar law, appoints or has appointed against it a trustee or receiver for any of its property or commences or has commenced against it (by resolution or otherwise) the liquidation or winding-up of its affairs, immediately upon giving notice.