Terms & Conditions
|1.1||In these Conditions the following expressions shall have the following meanings:|
|1.1.1||“Additional Items” means the following were incurred:
(i) Packaging costs under conditions 7.3;
(ii) Any taxes (including value added tax), duties or other charges levied by any governmental or other authority in respect of or by reason of the sale, delivery, export or import of the Goods or any part thereof but excluding taxes assessed on profits or gains;
(iii) Transportation costs under Condition 7.1 where the Customer has requested express, same day, overnight delivery or any other similar service or an additional £5.25 where the price payable (exclusive of Value Added Tax) is £50 or less;
(iv) Storage costs under Condition 7.4;
(v) The cost of samples under Condition 3.5;
|1.1.2||“Contract” means the quotation, these Conditions of Sale, and any other document incorporated in a contract between the seller and the customer;|
|1.1.3||“the customer” means any person firm or company receiving a quotation from and/or placing an order with the seller;|
|1.1.4||“Delivery/Period” means 10 working days after the estimated delivery date;|
|1.1.5||“Goods” means all and every item of goods or part thereof supplied by the Seller and where relevant includes any work carried out by the Seller on items supplied by the Customer;|
|1.1.6||“Seller” means Diverse Commercial Solutions and reference to the acknowledgement, consent, authority or agreement of the Seller shall mean acknowledgement, consent, authority or agreement in writing signed by a Director of the seller;|
|1.1.7||“Transgression” means any breach of contract or tort or any other act, default, omission or statement of the Seller, its employees, agents or subcontractors in respect of which the Seller is liable to the customer;|
|1.1.8||“Warranty Period” means 1 month from the date of delivery.|
|2.1||These Conditions apply to all contract for sale of Goods by the seller and supersede any previous Conditions of Sale published by the Seller. No additions or modification to or terms or conditions inconsistent with these. Conditions shall be binding upon the Seller unless agreed by the Seller in a document referring to a modification, alteration, variation or addition of or to the relevant Condition or Conditions.|
|2.2||All brochures, catalogues, price lists, samples, particulars or dimensions and other advertising or descriptive material submitted to the Customer are intended to be approximate only and to give a general impression of the Goods. Unless expressly incorporated the same shall or form part of the Contract. In particular, price lists are only of a limited duration and Customers should check the validity of any price lists in their possession before relying on them. The Seller reserves the right to make alterations to the design specification or source of manufacture of the Goods without prior notification to the Customer provided the Goods are of equivalent quality and perform the same function.|
|2.3||The Customer shall be responsible for complying with any legislation or regulations (of the United Kingdom or any other country) governing the export and import of the Goods into the country of destination (and any other country through which the Goods pass in transit) and for the payment of any duties thereon. The Customer shall fully indemnify the Seller against any fines, penalties, costs, claims, damages, losses and the expenses suffered by the Seller as a result of the Customer failing to comply with the Clause 2.3.|
QUOTATION AND ORDERS
|3.1||No contract for the supply of Goods will be created by the acceptance of a quotation or an order until the Seller acknowledges the order or commences work on the order.|
|3.2.1||The Seller may refuse to accept any order based upon a quotation if the quotation is open for acceptance in an unlimited period:|
|3.2.2||Where any order is based upon the standard price list of the Seller then, subject to Condition 3.3 the price shall be valid provided that delivery is to take place within 30 days from the date of order.|
|3.3||The Seller reserves the right to increase the price quoted per unit for Goods if the Customer orders less than the number of units upon which the quotation was based or if the Seller’s supplier’s price increase.|
|3.4||The Seller reserves the right to increase or decrease the number of items in the Goods to be supplied by a variation not exceeding 5 per cent and to make an appropriate increase or decrease (as the case may be) to the price.|
|3.5||Any samples submitted with the quotation or at the Customers request must be returned within 90 days of receipt and if not so returned the cost of samples be added to the Contract price or invoiced separately.|
|3.6||The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to specification, which do not materially affect their quality or performance.|
PRICE, AND PAYMENT TERMS
|4.1||Unless otherwise stated any Additional Items shall be added to the price or may be invoiced separately.|
|4.2||Payment in full (without any deduction by way of set off or counter claim) for the Goods (and Additional items if any) shall be made at point of purchase or in case of an authorised credit account be due and payable in POUNDS STERLING within 30 days of the date of the Seller’s invoice.|
|4.3||The Seller reserves the right to charge interest at 4% above the UK Banks base lending rate for the time being on or any overdue payments until repaid in full.|
|4.4||The Seller reserves the right to recover from the Customer all direct expenses reasonably incurred by the Seller in the collection of any overdue sums.|
|4.5.1||Without prejudice to any other rights of the Seller, if there is reason to doubt that the amounts due from the Customer under the terms of the Contract will be paid in full according to the terms thereof, then the seller reserves the right to require payment in full before delivering or performing any other work or services whatsoever for the Customer;|
|4.5.2||The Customer shall indemnify the Seller against all losses sustained or extra expenditure incurred as a result of such a suspension of ordering, delivery or other work or services including a reasonable allowance for storage;|
|4.5.3||Where payment requested in accordance with this Condition is not received within 30 days of date of the invoice, the Seller reserves the right to sell or dispose of the Goods produced for the Customer and to recover any additional loss from the Customer.|
|5.1.1||Legal ownership of the Goods is to remain vested in the Seller until both the Goods and any Additional items have been paid for in full, and until full payment has been received by the Seller under any other contract with the Customer for which payment is outstanding;|
|5.1.2||If the Customer obtains possession of the Goods prior to such payment, the Customer shall hold the Goods in a separate and identifiable form as bailee and fiduciary agent for the Seller;|
|5.1.3||Failure to pay the full amount when due shall give the Seller, or its employees or agents, the right to repossess the Goods (and enter the Customer’s premises for that purpose if necessary) with or without notice and without liability and, at its option, to avail itself of any other legal remedy;|
|5.1.4||The Seller shall have the right to sell the Goods once they have been repossessed under this Condition.|
|5.2||Notwithstanding this Condition 5, the Seller shall be entitled to maintain an action for the price of the Goods and Additional items at any time after the date when payment is due.|
|5.3||The Customer may contract to sell the Goods to a third party in return for valuable consideration provided always that the Customer shall account in a fiduciary capacity to the Seller for the proceeds of sale (to the extent of the Customer’s indebtedness to the Seller) keeping the same separate and identifiable from its other monies. The Customer’s rights under this Condition 5.3 shall cease if an event specified in clause 9.1.1 occurs to the Customer.|
|5.4||If prior to payment in full being made the Goods become comingled with similar goods belonging to the Customer and/or any third party the Customer shall hold the Seller’s proportion of the comingled Goods or their proceeds of sale on trust for the Seller. The Seller shall be treated as a tenant-in-common of the comingled goods and the Customer shall hold as trustee for the Seller’s proportion and (if the comingled goods have been sold) pay to the Seller its due proportion of the proceeds of sale.|
|5.5||Where the Goods are attached to either buildings or plant machinery of the Customer, the Customer agrees that it is not its intention that the Goods thereby become fixtures and fittings or part of the plant or machinery, but the Goods shall remain as chattels and be severable from the buildings or plant or machinery.|
PERFORMANCE AND FORCE MAJEURE
|6.1||The seller shall take reasonable steps to perform its obligations and deliver within the time specified, but such times are estimates only. The Seller shall not be liable for expenses losses or damages caused by late performance or delay in delivery and delays shall not entitle the Customer to rescind the Contract.|
|6.2||Without prejudice to the generality of Condition 6.1, the Seller shall have no liability for any expenses losses or damages caused by the delay or default in performance of any obligation caused directly or indirectly by breakdown or unavailability of plant or machinery, failure of supplies from the Seller’s own suppliers or failure of supply or raw material, inability to obtain sufficient labour or sufficient skilled labour or any other cause or causes beyond the reasonable control of the Seller. If such cause or causes prevent delivery of goods within the Delivery Period either party may cancel the order on giving written notice to the other at least 5 days before the Seller may reasonably expect to complete the order without liability to compensate the other party for any loss or damage whatsoever sustained by reason of the non delivery or non acceptance of those Goods.|
|6.3||The Seller reserves the right to make part deliveries and to submit invoices for Goods supplied as part of an order.|
|6.4||The Sellers may substitute alternative Goods for those ordered by the Customer provided the alternatives are of equivalent quality and perform the same function.|
RISK CARRIAGE PACKAGING AND STORAGE
|7.1||Where no specific instructions about the matter in which the Goods are to be delivered to the Customer or the delivery address are given, the Seller reserves the right in its absolute discretion to choose the means of carriage to the Customer and to direct the Goods to the Customer’s last known business address. Any such specific instructions must be given to the Seller at the time or order and where such specific instructions are given the Seller reserves the right to charge for delivery.|
|7.2||In the case of sales where the Seller delivers directly or contracts directly with the carrier then the Seller will repair or (at its option) issue a credit note in respect of Goods lost or damaged in transit (other than by default of the Customer), provided that:|
|7.2.1||the customer specifies on the Carrier’s Consignment Note details of such loss or damage; and|
|7.2.2||In respect of complete non arrival of all of the Goods comprised in the Contract notification is made to the seller within 7 days of the date of dispatch of the Goods (the date of despatch to be identified from the invoice) and separately to the carrier within the period stipulated by the Carrier’s terms of carriage for claims against the Carrier; and|
|7.2.3||in respect of damage to all or part of the Goods or loss of part of the Goods comprised in the Contract notification is made to the Seller within 5 days of delivery of the Goods (which will normally be stated on the invoice) and separately to the Carrier within the period stipulated by the Carrier’s terms of carriage for claims against the Carrier. On request, the Seller will inform the Customer of the name and address of the Carrier and any time limit for claims, stipulated by them.|
|7.3||If it is necessary to despatch Goods in crates, cases, pallets, stillages or skids the Seller reserves the right to charge for packaging. The amount charged for packaging will be credited in full to the Customer if the packaging is returned in good condition at the expense of the Customer within 1 month of delivery.|
|7.4||Once the Goods are ready for delivery the Seller shall be entitled to invoice and be paid for the goods as if they had been delivered if for any reason the Customer does not arrange for or accept delivery. The Seller shall arrange storage for the Goods and the cost of storage shall be added to the Contract price.|
|7.5||Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these conditions or any claim by the customer in respect of any one or more instalments shall not entitle the customer to treat the Contract as a whole as repudiated.|
TERMS AND REPRESENTATIONS
|8.1||THESE CLAUSES DEFINE THE CUSTOMER’S RIGHTS IN RESPECT OF ANY LOSS OR DAMAGE CAUSED BY THE GOODS OR FOR ANY STATEMENTS MADE BY THE SELLER THEIR EMPLOYEES OR AGENTS, CUSTOMERS ARE ADVISED TO READ THESE PROVISIONS CAREFULLY.
The Seller’s prices are kept as low as practical and the circumstances of their business preclude full indemnity insurance being obtained at a price which would enable the Seller to sell Goods at a competitive price.
ACCORDINGALLY CUSTOMERS ARE ADVISED TO CHECK THAT THEY ARE COVERED BY INSURANCE AGAINST ANY LOSS OR DAMAGE THEY MAY SUSTAIN. THE SELLER DOES NOT INCLUDE ANY RESERVE FOR POTENTIAL LIABILITY.
|8.2||The Seller aggress to repair or (at its discretion) replace or (at its discretion) issue a credit note in respect of Goods which are found to be defective (fair wear and tear expected) and which are returned to the Seller within the Warranty Period provided that each of the following are satisfied;|
|8.2.1||notification of any defect is given to the Seller immediately upon it becoming apparent to the customer;|
|8.2.2||the Goods have only been used under normal operating conditions and have only been subject to normal use;|
|8.2.3||the Goods are returned to the Seller’s premises at the Customer’s expense;|
|8.2.4||any Goods or parts of Goods replaced shall become the property of the Seller;|
|8.2.5||no work whatsoever (other than normal and proper maintenance) has been carried out to the Goods or any part of the Goods without the seller’s prior written consent;|
|8.2.6||the defect has not arisen from design made, furnished or specified by the Customer;|
|8.2.7||the defect has not arisen from a design modified by the Customer.|
|8.3||The Seller accepts liability;|
|8.3.1||for death or personal injury to the extent that it results from the negligence of the Seller, its employees (whilst in the course of their employment) or its agents (in the course of the agency);|
|8.3.2||for any breach by the Seller of any statutory undertaking as to title, quiet possession and freedom from encumbrance.|
|8.4||Subject to Conditions 8.2 and 8.3 from the time of delivery of the Goods the Customer shall be responsible for any defect in the Goods or loss, damage, nuisance or interference whatsoever consequential economic or otherwise or wastage of material resulting from or caused by or to the Goods. In particular the Seller shall not be liable for any loss of profits or other economic losses. The Seller accordingly excludes all liability for the same.|
|8.5||No condition, warranty or other term, express or implied (by statute or otherwise) is given by the Seller that the Goods (whether or not the Seller or its employees or agents have recommended their use) are of any particular quality or will enable the Customer to attain any particular performance or result, or will be suitable for any particular purpose or use under specific conditions or will provide any particular capacity, notwithstanding that the requirement for such performance, result or capacity or that such particular purpose or conditions may have been known (or ought to have been known) to the Seller, its employees or agents.|
|8.6.1||To the extent that the seller is held legally liable to the Customer for any single Transgression, the Seller’s liability for the same shall not exceed the price of the order of which the defective Goods were a part of Ten Thousand Pounds (whichever is the lower) provided that a number of Transgressions, whether successive or concurrent, which together result in or contribute to substantially the same loss or damage shall be treated as a single Transgression;|
|8.6.2||The restriction of liability in Condition 8.6.1 shall not apply to any liability accepted by the Seller in Condition 8.3.|
|8.7||If any exclusion or limitation of liability or any other provision contained in the Contract is held invalid any applicable statute or rule of law, it shall to that extent be deemed omitted, but if the Seller thereby becomes liable for any liability which would otherwise have been excluded or limited, such liability shall be subject to the other exclusions limitations or provisions set out in Condition 8.|
|8.8||The Customer shall fully indemnify the Seller against all losses, damages, costs, actions, claims, demands, fees and other expenses (legal or otherwise) the Seller may incur in consequence of the Goods or Connected Goods being (whether in whole or in part and directly or indirectly) invoiced in a claim under the Consumer Protection Act 1987 except to the extent that the alleged defect in the product the subject of such claim was directly caused by an act or omission of the Seller.|
|9.1||The Seller shall, at its option, be entitled by notice to terminate all or any of its contracts with the Customer forthwith and recover all expenses, losses and damage resulting to the Seller including (but without limitation to) loss of profit or other consequential loss if;|
|9.1.1||(a) the customer has a bankruptcy petition presented against him or a bankruptcy order is made;
(b) the customer makes or seeks to make any composition or arrangement with his creditors;
(c) the customer makes a proposal to his creditors for a voluntary arrangement or applies for an interim order (without the meaning of Section 286 Insolvency Act 1986);
(d) an encumbrancer takes possession of any of the Customer’s assets, or any of the Customer’s property is taken in execution or process of law;
(e) a petition is presented or an order is made or a resolution is passed for the winding-up of the Customer;
(f) a petition is presented or an order is made for an administration order to be made in relation to the Customer;
(g) the Customer’s directors make a proposal for a voluntary arrangement with the Customer’s creditors;
(h) The Customer is unable to pays its debts (within the meaning of section 123 Insolvency Act 1986);
(i) a receiver or administrative receiver is appointed over any of the Customer’s assets; or
|9.1.2||the Customer fails to make any payment owed to the Seller on the due date; or|
|9.1.3||the Customer fails to make payment in advance, when requested in accordance with Condition 4.5 above, within 7 days being requested to do so; or|
|9.1.4||the Customer fails to take delivery of or to collect the Goods within 14 days of being notified by the Seller that they are to be delivered or are ready to be collected, or|
|9.1.5||the Customer is in breach of the terms and conditions of any contract with the Seller (including breach of these Conditions) and shall fail to remedy the same within 21 days of notice specifying the breach and requiring remedy (if the breach shall be remediable).|
|10.1||Any notice, consent, notification, acknowledgement, authority or agreement required or referred to in the Contract shall be;|
|10.1.1||In writing; and|
|10.1.2||given to the party for whom it is intended at such party’s registered office or last known address; and|
|10.1.3||given by registered or recorded delivery post, telex, or telefax transmission and shall be deemed to have been received 5 days after the date of posting or 1 day after the date of transmission as the case may be.|
|11.1||The Contract shall be governed in all respects by English Law and be subject to the sole jurisdiction of the English Courts.|
Conditions of purchase
|In these Terms and Conditions of Purchase:|
|1.1||“the company” means Diverse Commercial Solutions Ltd.|
|1.2||“the supplier” means the supplier named overleaf and any assignee and sub-contractor permitted under clause 12.|
|1.3||“the goods” means all or any of the goods stated overleaf for supply to the Company (Provided always that where the Order is for the provision of services the words “the Goods” shall be constructed as meaning the services which the Supplier has contracted to provide).|
|1.4||“the Order” means the contract formed by the acceptance of the Order stated overleaf on these terms and conditions.|
|2.1||All the terms of the contract for the supply of the Goods between the Company and the Supplier are set out on the face of the Company’s order form and these Terms and Conditions, and all other written printed or standard terms are herby excluded.|
|2.2||Unless any terms discussed or arising from any previous course of business between the Company and the Supplier are specifically incorporated into the Order in writing they shall not form part of the Contract.|
|2.3||Any written acceptance of the Order (unless clearly stated on its face to be a counter offer) or delivery of the Goods shall be unconditional acceptance of the Order.|
VARIATION AND WITHDRAWAL OF OFFER
|3.1||No variation or waiver of the Order shall be binding on the Company and the Supplier unless agreed in writing and signed by a director of the Company.|
|3.2||The details set out overleaf constitute an offer to contract with the Supplier and may be withdrawn by the Company at any time before the Supplier’s written acceptance has been received by the Company.|
WARRANTIES AND REPRESENTATIONS
|4.1||The Goods shall:|
|4.1.1||conform in every respect to the specification, designs, drawings, samples, instructions or descriptions furnished to or adopted by the Company and to any latest relevant British Standard Specification; and|
|4.1.2||be of the very best quality; and|
|4.1.3||be fit for their purpose where such purpose was expressly drawn to the attention of the Supplier or was apparent by implication from the nature of the Goods; and|
|4.1.4||be free from defect in tolerance, performance, safety, materials and workmanship.|
|4.2||The Supplier warrants that he Goods will be safe as persons generally are entitled to expect in all the circumstances and that therefore appropriate quality control and testing will have been carried out on the Goods.|
|4.3||The Supplier warrants that the design, construction, quality, packaging and labelling of the Goods comply in all respects with the relevant requirements of any statute, statutory rule instrument or order including (without prejudice to the generality of the forgoing) COSHH and environmental regulations.|
|4.4||The Company shall be entitled to rely on any representation made to the Company by or on behalf of the Supplier concerning the Supplier or any aspect of the Goods to the Company by or on behalf of the Supplier.|
|4.5||Except to the extent that they embody designs prepared by the Company the Supplier warrants that neither the Goods nor the use thereof by the Company or its assignees will infringe any patent, trade mark, registered designs or other proprietary right and the Supplier undertakes to indemnify the Company against all actions claims demands and costs arising from or by reason of any actual infringement of any such right.|
DELIVERY AND PACKING
|5.1||The Goods must be delivered in quantities and at the times and dates stated in the order (and if no time is stated delivery must be during normal working hours).|
|5.2||The Company may by notice in writing cancel the Order if the supplier fails to deliver any or all of the Goods by the specified dates without any liability (in particular for payment on a partial performance or quantum meruit basis). The right of cancellation is without prejudice to any other remedy the Company may have on exercising the right of cancellation the Company may, as its option in respect of Goods already delivered comprising of an Order.|
|5.2.1||choose to make payment in full or part; or|
|5.2.2||return such Goods at the Supplier’s expense or require the Supplier to collect such goods at the Supplier’s expense without any liability to make any payment either in respect of such Goods or in respect of further instalments of the order. If the Company exercises its right of cancellation the Company may recover from the supplier any expenditure incurred by the Company (whether directly or indirectly) in obtaining goods in substitution for those which have not been delivered or accepted.|
|5.3||Subject to clause 5.5, time shall be of the essence of the contract, but the Company reserves the right to adjust the specified rate or date of delivery at any time.|
|5.4||All Goods must be delivered to and off loaded carriage and packing paid at the Supplier’s risk to such destination as the Company may direct. Any third party carrier shall be deemed to be agent of the Supplier and not of the Company. The Company reserves the right to make alternative delivery arrangements and to claim an allowance equal to any carriage charge. The Company will not pay for non return packing materials unless previously agreed.|
|5.5||If for any reason the Company is unable to accept delivery when the Supplier is ready willing and able to deliver, and the date for delivery has passed at the written request of the Company the Supplier shall store and keep safe the Goods until delivery is requested by the Company, the Company undertaking to pay the reasonable costs of the Supplier for such storage and safekeeping.|
|5.6||The Supplier warrants that the packing materials will be such that the Goods will resist pilferage, distortion, corrosion, leakage or contamination.|
INSTALMENTS AND CALL-OFF
|6.1||Where the Goods are contracted to be delivered by instalments or by call-off by the Company:-|
|6.1.1||the Company shall have the right to treat any breach by the Supplier of its obligations as regards one or more instalments or call-off as a repudiation entitling the Company itself to repudiate further performance and to recover damages for the breach;|
|6.1.2||the acceptance by the Company of any one or more instalments or call-off notwithstanding a breach of its obligations by the Supplier shall not prejudice or restrict any of the Company’s rights in respect of any other breach by the Supplier.|
INVOICES AND ADVICE NOTES ETC.
|The Supplier shall provide the Company with such invoice invoices advice notes delivery notes and other documentation as the Company shall have from time to time specified.|
|Neither this order nor the Company’s name shall be used by the Supplier for advertisement or publicity or be disclosed to any third party without the Company’s prior written consent.|
|9.1||No increase in price will be accepted by the Company without prior written agreement. The Supplier shall give a minimum of 6 weeks prior written notice of intention to increase prices. The price quoted by the Supplier shall include the cost of delivery and packing.|
|10.1||Unless otherwise agreed in writing the Company shall pay for the Goods as outlined above.|
|10.2||The Company shall have the right to set off against any sums due to the Supplier the amount of any claim to the Company has against the Supplier or the amount of any monies due to the Company from the Supplier.|
IMPORTANT: THE SUPPLIER IS ADVISED TO READ THIS CLAUSE
|11.1||The supplier shall fully and effectively indemnify the Company against all losses (including loss of profit and other consequential loss), costs, claims, demands, expenses (legal or otherwise) interest, damage or injury directly or indirectly suffered by the Company (or claims in respect thereof made against the Company by third parties and any costs and expenses arising in connection therewith) which result from failure to comply with or being in breach of the Order (including these Terms and Conditions) or the supplier’s performance of the Order (whether negligent or otherwise) and in particular but without prejudice to the generality of their foregoing which result from late delivery, a defect in the Goods or their material construction workmanship or design (where design is the Supplier’s responsibility) and from the expense of obtaining replacement goods in respect of Goods which have been rejected or have not been delivered.|
|11.2||The Supplier shall fully and effectively indemnify the Company against all losses, (including loss of profit and other consequential loss), costs, claims, demands, expenses (legal or otherwise) interest, damage or injury which may (directly or indirectly) be suffered by the Company as a result of:|
|11.2.1||any claims for infringement of any letters patent or registered design trademark or trade name by reason of the use or sale of the Goods including such costs claims demands and expenses and interest which the Company may incur in any action for such infringement or for which the Company may become liable in such action; and|
|11.2.2||any royalties payable by the Supplier or the Company; and|
|11.2.3||the Goods being (whether in whole or part and directly or indirectly) involved in a claim under the Consumer Protection Act 1987 except to the extent that the alleged defect in the product the subject of the claim was directly caused by an act or omission of the Company.|
|11.3||The Supplier will at all times insure and keep itself insured with a reputable Insurance Company against all insurable liability under the Order and in particular against all liabilities under this clause 11. The Company has contracted with the Supplier on the basis that the Supplier will bear the cost of insuring against all such liabilities. The Supplier will provide all facilities assistance and advise required by the Company and the Supplier’s insurers for the purpose of contesting or dealing with any action claim or matter arising out of the Supplier’s performance of the Order.|
|The Order or any part of it must not be assigned or sub-contracted by the Supplier without the Company’s prior written consent. In any legal proceedings between the Company and the Supplier the supplier shall not set the existence of a sub-contract as a defence to such proceedings and shall be responsible for the Supplier’s contractors in all respects.|
|No extension of time or other concessions or waivers granted by the Company shall in any way affect the Company’s rights or the Supplier’s obligations under the Order.|
PROPERTY AND RISK
|14.1||Unless otherwise agreed in writing property and risk in the Goods shall pass to the Company on the latest of delivery at the Company’s premises, and the Company’s acceptance thereof after any inspection the Company may require, (but without prejudice to the Company’s right of rejection).|
|14.2||The property and risk in any rejected Goods passes to the Supplier immediately on written notice of rejection being served on the Supplier.|
|14.3||The Supplier warrants to the Company that there is no restriction on or impediment against such passing of the property to the Company.|
IMPORTANT: THE SUPPLIER IS ADVISED TO READ THIS CLAUSE
|If the Supplier has failed to comply with the terms of the Order (including any of these terms and conditions and whether as to the whole or part of the Goods comprising the Order) or with any other contract with the Company the Company shall be entitled (whether or not the goods or any part of the Goods have been accepted by the Company) to any one or more of the following remedies at the Company’s discretion:-|
|15.1||to treat such breach by the Supplier of its obligation as a repudiation entitling the Company itself to repudiate further performance and to recover damages for the breach and without any liability to the Supplier (in particular for payment on a partial performance or quantum meruit basis);|
|15.2||to reject and return Goods or require the Supplier to collect them or any part thereof, any costs incurred to be paid by the Supplier. The Company shall be entitled to be repaid in full for any goods so returned;|
|15.3||to give the Supplier the opportunity to replace or repair the Goods or reinstate them at the Supplier’s expense so that they comply with the terms of the order;|
|15.4||to refuse to accept any further deliveries or instalments of the Goods or any part thereof without any liability to the Supplier;|
|15.5||to carry out at the Supplier’s expense such work as may be necessary to make the Goods or any part thereof comply with the Order;|
|15.6||to claim such damage as the Company may have sustained in consequence of any breach of contract including loss of profit and the expenses of;|
|15.6.1||Obtaining goods to replace those which have been rejected or have not been delivered; and|
|15.6.2||carrying out any further work on the Goods or any items of which the Goods comprise part or to which the Goods relate.|
|These rights shall be in addition to and without prejudice to any other rights the Company may have.|
|16.1||The Company shall not be liable to the Supplier for any failure to fulfil obligations under the Order if such failure is attributable to inability to obtain sufficient labour inability to obtain licences or consents for the import, export or use of the Goods or any item of which the Goods may comprise part, or any other cause beyond the reasonable control of the Company and the Company shall have the right to defer the date of delivery or performance by the Supplier or to cancel the Order without liability.|
TERMINATION OF NOTICE
|In addition to any rights the Company may have under these Terms and Conditions or at Law the Company shall be entitled to terminate the Order and any other agreement outstanding with the Supplier by written notice without liability and to refuse to accept any Goods not delivered and accepted at the date of such notice PROVIDED THAT:-|
|17.1||the Company shall pay to the Supplier the contract price of Goods delivered and accepted by the Company and not already paid for;|
|17.2||the Supplier shall if so required complete all Goods partially manufactured at the date of such notice and the Company shall pay the contract price of all such goods as are accepted by the Company.|
INSOLVENCY AND CHANGE IN CONTROL
|18.1||The Company shall have the right to exercise any of the rights set out in clause 18.2 forthwith by notice in writing to the Supplier if any of the following events occurs to the Supplier;|
|18.1.1||if there is a change in control of the Supplier (within the meaning of section 840 Income and Corporation Taxes Act 1988);|
|18.1.2||if the Supplier has a bankruptcy petition presented against him, or a bankruptcy order is made;|
|18.1.3||if the Supplier makes or seeks to make any composition or arrangement with his creditors;|
|18.1.4||if the Supplier makes a proposal to his creditors for a voluntary arrangement or applies for an interim order (within the meaning of section 286 Insolvency Act 1986);|
|18.1.5||if an encumbrancer takes possession of any of the Supplier’s assets, or any of the Supplier’s property is taken in execution or process of law;|
|18.1.6||if a petition is presented or an order is made or a resolution is passed for the winding-up of the Supplier;|
|18.1.7||if a petition is presented or an order is made for an administration order to be made in relation to the Supplier;|
|18.1.8||if the Supplier’s directors make a proposal for a voluntary arrangement with the Supplier’s creditors;|
|18.1.9||if the Supplier is unable to pay its debts (within the meaning of section 123 Insolvency Act 1986);|
|18.1.10||if a receiver or administrative receiver is appointed over any of the Supplier’s assets.|
|18.2||The Company shall have the right without liability:|
|18.2.1||to terminate the Order forthwith by notice in writing to the Supplier, or to the trustee in bankruptcy administrator or administrative receiver or liquidator, or to any person in whom the contract may become vested;|
|18.2.2||to give the Supplier, trustee in bankruptcy, administrator or administrative receiver or liquidator or other person in whom the contract may become vested the option of carrying out the contract subject to its or his providing a guarantee for the due and faithful performance of the contract.|
|19.1||Without prejudice to any other right of the Company whether express or implied or any other Guarantee given by the Supplier to the Company or which the Company has the benefit of, the Supplier shall without delay repair or replace at its own expense any Goods which are or become defective within 12 months from delivery (or such longer period as may be specified overleaf or such longer period as in normally specified by the Supplier, whichever is the longer) where such defect arises under proper use from faulty design materials or workmanship or the Supplier’s incorrect instructions as to use or any other breach of any guarantee, warranty express or implied. Such guarantee shall then apply to the repaired or replaced items for a further period of 12 months from the date of repair of replacement.|
|19.2||Any breach by the Supplier of its obligations under paragraph 19.1 shall; entitle the Company after serving written notice of intent to proceed to remedy the defect at the Supplier’s risk and expense without prejudice to the Company’s other rights.|
|Any notices may be served by:|
|20.1||posting it in a first class prepaid envelope to the last known address of the Supplier or the Company (as the case may be) and shall be deemed to have been served at the time at which the notice so posted would have been delivered in the ordinary course of post;|
|20.2||telex or facsimile transmission and shall be deemed served twelve hours after time of transmission.|
|The Order and all matters arising therefrom shall be construed and take effect according to the Laws of England and be subject to the sole jurisdiction of the English Courts.|
This Site is owned and operated by Diverse Commercial Solutions Ltd, registered in England and Wales with company number 05705656 and whose registered office is at Units 11-12, Wern Industrial Estate, Rogerstone, Newport, South Wales, NP10 9FQ.
CONTENT RIGHTS AND TRADEMARKS
All copyright and other rights (including, without limitation, intellectual property rights) in and to the Site and the material on the Site are owned by us or are included with the permission of the owner of the rights. You may not use, copy, adapt, modify, sell, license, distribute, transmit, display, publish or create works derived from the Site or the material or any part thereof without our prior written consent (except as permitted under applicable law).
“DCS” and “DCS Store” are trademarks of Diverse Commercial Solutions Limited and there may be other trademarks, names and logos on the Site which belong to us or group companies or third parties. You do not have any licence or right to use any of them.
DATA PROTECTION & COOKIES
Whilst we aim to ensure that the information on the Site is accurate and complete you are advised to verify the accuracy of any information before relying on it. Any opinions expressed on the Site are subject to change. We do not undertake to keep the information on the Site up to date. Due to the inherent nature of the Internet, error, interruptions and delays may occur in the service at any time. Accordingly, the Site is provided “as is” without any warranties of any kind and we do not accept any liability (whether in contract, tort or otherwise) for any damages or loss arising from any inaccuracy or omission in the information or interruption in availability or from viruses, Trojan horses or other harmful material.
To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude: all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity; any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for: loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, loss of goodwill, wasted management or office time, and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above. This does not affect our liability for death or personal injury arising from our negligence, or our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.
LINKS TO OTHER WEBSITES
TRANSACTIONS CONCLUDED THROUGH OUR WEBSITES
Contracts for the supply of goods or services formed through our Sites or as a result of visits made by you are governed by our standard terms and conditions of supply of Diverse Commercial Solutions Ltd (unless we have an agreement otherwise). A copy of Diverse Commercial Solutions Ltd standard terms and conditions of supply is available upon written request to: Diverse Commercial Solutions Ltd, Units 11-12, Wern Industrial Estate, Rogerstone, Newport, South Wales, NP10 9FQ.
This Site and any content contained herein are governed by and construed in accordance with English law. The English courts will have non-exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.
Privacy and Cookies Policy
SECTION 1 – WHAT DO WE DO WITH YOUR INFORMATION?
When you purchase something from our store, as part of the buying and selling process, we collect the personal information you give us such as your name, address and email address.
When you browse our store, we also automatically receive your computer’s internet protocol (IP) address in order to provide us with information that helps us learn about your browser and operating system.
Email marketing (if applicable): With your permission, we may send you emails about our store, new products and other updates.
SECTION 2 – CONSENT
How do you get my consent?
When you provide us with personal information to complete a transaction, verify your credit card, place an order, arrange for a delivery or return a purchase, we imply that you consent to our collecting it and using it for that specific reason only.
If we ask for your personal information for a secondary reason, like marketing, we will either ask you directly for your expressed consent, or provide you with an opportunity to say no.
How do I withdraw my consent?
If after you opt-in, you change your mind, you may withdraw your consent for us to contact you, for the continued collection, use or disclosure of your information, at anytime, by contacting us at email@example.com or mailing us at: Diverse Commercial Ltd, Units 11-12, Wern Industrial Estate, Newport, Rogerstone, United Kingdom. NP10 9FQ
SECTION 3 – DISCLOSURE
We may disclose your personal information if we are required by law to do so or if you violate our Terms of Service.
SECTION 4 – PAYMENT:
Your payment data is encrypted through the Payment Card Industry Data Security Standard (PCI-DSS). Your purchase transaction data is stored only as long as is necessary to complete your purchase transaction. After that is complete, your purchase transaction information is deleted.
All direct payment gateways adhere to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, MasterCard, American Express and Discover.
PCI-DSS requirements help ensure the secure handling of credit card information by our store and its service providers.
For more insight please use the link provided to view our chosen payment gateway providers (PayPal) policies.
SECTION 5 – THIRD-PARTY SERVICES
In general, the third-party providers used by us will only collect, use and disclose your information to the extent necessary to allow them to perform the services they provide to us.
However, certain third-party service providers, such as payment gateways and other payment transaction processors, have their own privacy policies in respect to the information we are required to provide to them for your purchase-related transactions.
For these providers, we recommend that you read their privacy policies so you can understand the manner in which your personal information will be handled by these providers.
In particular, remember that certain providers may be located in or have facilities that are located a different jurisdiction than either you or us. So if you elect to proceed with a transaction that involves the services of a third-party service provider, then your information may become subject to the laws of the jurisdiction(s) in which that service provider or its facilities are located.
As an example, if you are located in Canada and your transaction is processed by a payment gateway located in the United States, then your personal information used in completing that transaction may be subject to disclosure under United States legislation, including the Patriot Act.
Links - When you click on links on our store, they may direct you away from our site. We are not responsible for the privacy practices of other sites and encourage you to read their privacy statements.
SECTION 6 – SECURITY
To protect your personal information, we take reasonable precautions and follow industry best practices to make sure it is not inappropriately lost, misused, accessed, disclosed, altered or destroyed.
If you provide us with your credit card information, the information is encrypted using secure socket layer technology (SSL) and stored with a AES-256 encryption. Although no method of transmission over the Internet or electronic storage is 100% secure, we follow all PCI-DSS requirements and implement additional generally accepted industry standards.
SECTION 7 – COOKIES
Here is a list of cookies that we use. We’ve listed them here so you that you can choose if you want to opt-out of cookies or not.
_session_id, unique token, sessional, Allows Diverse Commercial Solutions Ltd to store information about your session (referrer, landing page, etc).
_WooThemes_visit, no data held, Persistent for 30 minutes from the last visit, Used by our website provider’s internal stats tracker to record the number of visits
_WooThemes_uniq, no data held, expires midnight (relative to the visitor) of the next day, Counts the number of visits to a store by a single customer.
cart, unique token, persistent for 2 weeks, Stores information about the contents of your cart.
_secure_session_id, unique token, sessional
storefront_digest, unique token, indefinite If the shop has a password, this is used to determine if the current visitor has access.
SECTION 8 – AGE OF CONSENT
By using this site, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
If our store is acquired or merged with another company, your information may be transferred to the new owners so that we may continue to sell products to you.
QUESTIONS AND CONTACT INFORMATION
If you would like to: access, correct, amend or delete any personal information we have about you, register a complaint, or simply want more information contact our Privacy Compliance Officer at firstname.lastname@example.org or by mail at Diverse Commercial Solutions Ltd, Units 11-12, Wern Industrial Estate, Newport, Rogerstone, United Kingdom. NP10 9FQ
The information you provide to Diverse Commercial Solutions Store is protected in transit by using a network protocol called Secure Sockets Layer (SSL). SSL is the industry standard technology for secure online transactions. A simple way to know your transmission is protected is by referencing the URL. If it starts with https:// you can be assured that it is using SSL. Transactions are processed only from secure browsers. These browsers encrypt the information sent using SSL, which scrambles the data. Transmissions From Diverse Commercial Solutions Store to credit card processors also are encrypted. In addition, the computers housing the data are protected by physical security measures.
To minimize the risk of loss and/or additional expenses that could occur from compromised cardholder information, Diverse Commercial Solutions Store WILL NOT retain any of the following information electronically:
Credit Card number
Credit Card expiration date number in the magnetic stripe
Security Code (CVC number)
REMINDER: In the event of an unauthorised use of your credit or debit card, you must promptly notify the card issuer pursuant to its reporting rules and procedures.