These Terms and Conditions (hereafter referred to as ‘Conditions’) apply in respect of the supply of a product from Dynascan (hereby known as the Seller), as ordered by the customer (hereby known as the Purchaser).
The Seller retains the right to alter these Conditions as is seen fit. Purchasers will also be subject to the Seller’s policies in force at the point of placing the order. Please take the time to familiarise yourself with the following information prior to committing to any purchases.
1. Formation of Contract
1.1. Acceptance of any order sent to the Seller by the Purchaser shall be entirely at the discretion of the Seller. If so accepted, it will only be upon these Conditions to the exclusion of any other terms.
1.2. Each order that is so accepted shall constitute an individual legally binding contract between the Seller and the Purchaser and such contract is hereafter referred to in these Conditions as an ‘Order’
1.3. These Conditions shall override any contrary different or additional terms or conditions (if any) contained on or referred to in an order form or other documents or correspondence from the Purchaser. No addition or alteration or substitution of these Conditions will bind the Seller or form part of any Order unless they are expressly accepted in writing by a person authorised to sign on the Seller’s behalf
2. Specification of Goods
2.1 Specification of all goods supplied by the Seller shall be in accordance with the specifications or descriptions (if any) expressly listed, referred to or set out on the face of the quotation or Order. No other specification, descriptive material, written or oral representation, correspondence or statement, promotional or sales literature shall form part of or be incorporated by reference into the Order.
2.2 The Seller reserves the right to amend the specification if required by applicable statutory or regulatory requirements.
3.1. The Purchaser shall be deemed to have accepted all goods upon their delivery by or on behalf of the Seller to the address specified in the Quotation/ Purchase Order.
4. Delivery and Risk
4.1. Unless otherwise stated in the Order, the price quoted excludes delivery to the address specified in the Order
4.2. Any time or date for delivery given by the Seller at the time of quotation is given by the Seller in good faith but is an estimate only.
4.3. Risk in the goods shall pass to the Purchaser upon delivery
5. Title and Payment
5.1. The Seller warrants that subject as set out elsewhere in these Conditions it will transfer such title as it may have in the goods to the Purchaser.
5.2. The Seller warrants that it is not aware of any actual or alleged infringements of any intellectual property rights of third parties that relate to the goods that are the subject of the Order other than those (if any) which the Seller has disclosed to the Purchaser prior to acceptance of the Order.
5.3. The Seller shall have no liability to the Purchaser (other than as provided in Condition 10) in the event that the goods to be supplied under the Order infringe any intellectual property rights of a third party (including without limitation by reason of their possession, sale or use, whether alone or in association or combination with any other goods); the Seller gives no warranty that the goods to be supplied under the order will not infringe as aforesaid, and save as set out elsewhere in these Conditions all conditions, warranties, stipulations or other statements whatsoever relating to such infringement or alleged infringement (if any), whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded.
5.4. Subject to Condition 5.5 below all payment terms are agreed at the discretion of the Seller. Applications by the Purchaser for payment credit must be agreed in advance of an Order. Overdue Payment on payment credit will carry interest at 2% over the minimum bank base lending rate of HSBC Bank plc.
5.5. Unless otherwise agreed by the Seller under Condition 5.4 above, standard payment terms are 100% in advance. The Purchaser can either receive a Proforma Invoice (Invitation to pay) or pay by cheque, wire transfer or credit card.
5.6. No production of goods will take place until payment has been received and confirmed.
5.7. The Seller shall be entitled to sue for their price once its payment has become due. Title to the Goods shall remain vested in the Seller and shall not pass to the Purchaser until all monies due to the Seller from the Purchaser in respect of all goods supplied by the Seller have been paid for in full and received by the Seller including but not limited to monies due in respect of the Goods which are the subject of the Order. Until title to the Goods passes:
- the Seller shall have all necessary authority to retake, sell or otherwise deal with and/or dispose of all or any part of the Goods; and
5.7.2 the Seller and its agents and employees shall be entitled at any time and without the need to give notice enter upon any property upon which the Goods or any part are stored, or upon which the Seller reasonably believes them to be kept; and
- the Purchaser shall store or mark the Goods in a manner reasonably satisfactory to the Seller indicating that title to the Goods remains vested in the Seller; and
- the Purchaser shall insure the Goods to their full replacement value, and arrange for the Seller to be noted on the policy of insurance as the loss payee.
5.8 Irrespective of whether title to the Goods remains vested in the Seller, risk in the Goods shall pass to the Buyer upon delivery in accordance with Condition 4.3 or 6.1 (as the case may be) and the Seller shall be entitled to sue for their price once its payment has become due
5.9. The price quoted for any Order may vary between the date of acceptance and the date of delivery if the cost to the Seller of the raw materials used to produce the goods in the Order increases by more than 2% of their cost at the date of quotation.
5.10. The prices quoted for any Order are only valid for 30 days. The total price does not include taxes for the country of destination as they may vary from destination to destination.
5.11. All prices are exclusive of VAT (Value Added Tax) where applicable.
6.1 If the Seller shall be unable, through circumstances beyond its control (including without limitation lack of shipping instructions from the Purchaser), to deliver the goods within 14 days after notification to the Purchaser or its agent that the goods are ready for delivery, the Seller shall be entitled to arrange storage on behalf of the Purchaser, whereupon delivery shall be deemed to have taken place, all risk in the goods shall pass to the Purchaser, and delivery to the Purchaser of the relevant warehouse receipt shall be deemed to be delivery of the goods for the purposes of Condition 4 above. All charges incurred by the Seller for storage or insurance shall be paid by the Purchaser within 30 days of submission of an invoice
7. Damage in transit
7.1 The Seller will replace, free of charge, any goods proved to the Seller’s satisfaction to have been damaged in transit, provided that within 24 hours after delivery both the Seller and the carriers have received from the Purchaser notification in writing of the occurrence of the damage and also, if and so far, as practicable, of its nature and extent.
8. Force Majeure
8.1. The Seller shall not be under any liability for any failure to perform any of its obligations under the Order due to Force Majeure. Following notification by the Seller to the Purchaser of such cause, the time in which the Seller is to perform its obligations shall be extended to such time as the Seller may reasonably notify to the Purchaser.
8.2. For the purposes of this Condition. ‘Force Majeure’ means fire, explosion, flood, lightning, Act of God, act of terrorism, war, rebellion, riot, sabotage, or official strike or similar official labour dispute, or events or circumstances outside the reasonable control of the party affected thereby
9.1. For goods that are manufactured by the Seller or that bear one of the Seller’s trademarks, the Seller grants the following guarantee:
9.1.1. Subject to Condition 9.1.3 below the Seller shall free of charge either repair or, at its option, replace defective goods where the defects appear under proper use within one year (365 days) from the date of delivery, PROVIDED THAT:
220.127.116.11. Notice in writing of the defects complained of shall be given to the Seller upon their appearance, and
18.104.22.168. such defects shall be found to have arisen from the Seller’s faulty design, workmanship or materials, and
22.214.171.124. the defective goods shall be returned to the Seller’s premises at the Purchaser’s expense if so requested by the Seller
9.1.2. Any repaired or replaced goods shall be redelivered by the Seller free of charge to the original point of delivery but otherwise in accordance with and subject to these Conditions.
9.1.3. Alternatively to Condition 9.1.1, the Seller shall be entitled at its absolute discretion to refund the price of the defective goods in the event that such price shall already have been paid by the Purchaser to the Seller, or, if such price has not been so paid, to relieve the Purchaser of all obligation to pay the same by the issue of an appropriate credit note in favour of the Purchaser.
9.2. In respect of all goods manufactured and supplied to the Seller by third parties the Seller will use its reasonable endeavours to pass on to the Purchaser the benefit of any warranty given to the Seller by such third parties and will (on request) supply to the Purchaser details of the terms and conditions of such warranty and copies of any relevant product information sheets, technical data sheets or product leaflets issued by such third parties and the Purchaser shall be solely responsible to the entire exclusion of the Seller for complying with all of these.
9.3. The Seller’s liability under this Condition 9 shall to the fullest extent permissible by law be to the exclusion of all other liability to the Purchaser whether contractual, tortious or otherwise for defects in the goods or for any loss or damage to or caused by the goods, and, (save as may be set out in these Conditions) all other conditions, warranties, stipulations or other statements whatsoever concerning the goods, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded; in particular (but without limitation of the foregoing) the Seller grants no warranties regarding the fitness for purpose, performance, use, nature or merchantable quality of the goods, whether express or implied, by statute, at common law or otherwise howsoever.
10. Intellectual property rights
All tools and jigs, moulds or other equipment used in the manufacture of goods the subject of the Order shall at all times remain the property of the Seller, irrespective of whether the Purchaser has paid for them.
Both the Seller and the Purchaser shall each keep confidential and shall not without the prior consent in writing of the other disclose to any third party any technical or commercial information which it has acquired from the other as a result of discussions, negotiations and other communications between them relating to the goods or the Order
12. Limitation of Liability
12.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
12.2 Subject to Clause 12.1:
- the Seller shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
- the Seller’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, shall in no circumstances exceed the price of the Goods specified in the Order
13. Exclusion of rights of third parties
These conditions are not made for the benefit of, nor shall any of their provisions be enforceable by, any person other than the parties to this Agreement and their respective successors and permitted assignees.
14. Applicable law
These Conditions and any Order shall be governed in all respects by the law of England and Wales and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.
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