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In these terms and conditions, the following words shall have the following meanings:
“the Company” Shall mean Design Verona Ltd. “the Goods” shall mean the products, articles, services or things offered for by the
Company. “the Customer” shall mean the corporate entity, firm or person seeking to purchase the Goods from the Company.
All orders are placed and accepted by the company only under these terms and conditions.
2.1. These terms and conditions exclude any other terms and conditions inconsistent therewith the Customer might seek to impose even though such other terms and conditions
may be submitted in a later document and/or purport to exclude or supersede any terms and conditions inconsistent with them or may be contained in any offer acceptance or counteroffer made by the Customer.
2.2 No variation of these terms and conditions is permitted unless expressly accepted by a Director of the Company in writing.
2.3 Quotations which comprise an invitation to treat may be withdrawn at any time.
2.4 Any order given in respect of a quotation must state the date and reference of the quotation.
2.5 The Company has the right to sub-contract any order or part of any order.
3.1 The Customer shall not be entitled to cancel the contract without the written agreement of the Company signed by a Director. In the event of such agreed cancellation the Customer shall indemnify the Company fully against all expenses incurred up to the time of such cancellation
3.2 All prices quoted are exclusive of Value Added Tax where applicable. Sales identifiable or notified as consumer sales under the Unfair Terms Act 1977 will include Valued Added Tax where applicable.
4.1 Payment for Goods shall be made on or before the date fixed in accordance with the terms agreed between the Customer and the Company for the operation of the account between them.
4.2 In the event that payment shall not have been made by such date the Company shall be entitled to recover from the Customer interest on any outstanding balance at the rate of 8% above the base rate of Barclays Bank PLC for the time being in force for the period from such date until the date of payment.
4.3 The Company reserves the right by giving notice to the Customer at any time before delivery to increase the price of the Goods to reflect any increase in the costs to the Company (such as, but without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in the cost of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.
4.4 The Company reserves the right at any time at its discretion to demand security for, or vary the terms and method of, payment before continuing with or delivering Goods in satisfaction of any order not withstanding any subsisting agreement to provide credit to the Customer.
4.5 If the Customer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Company the Company shall be entitled to:
i) Cancel any subsisting supply contract with or suspend any further deliveries to or collections by the Customer.
ii) Appropriate any payment made by the Customer to such of the Goods (or the Goods supplied under any contract between the Customer and the Company may think fit notwithstanding any purported appropriation by the Customer.
4.6 Any sums payable by the company to the Customer on any account may at any time be offset by the Company against any sums payable by the Customer to the Company.
4.7 If the Customer (being a Company) has a Petition presented for its winding-up or the Appointment of any Administrator or passes a resolution for voluntary winding-up
otherwise than for the purpose of a bonafide amalgamation or reconstruction or enters a scheme of arrangement of Voluntary Arrangement or compounds or makes any proposal to or enters into any arrangement with its creditors or has a Receiver or Manager or an Administrative Receiver appointed over all or any part of its assets or (being an individual) has a Petition presented for his Bankruptcy or becomes bankrupt or insolvent or enters into any arrangement with his creditors or makes or has made an application for an Interim Order in connection with a proposal to Creditors for a Voluntary Arrangement or commits in either case a material or serious breach of this Agreement (and in the case of such a breach being remediable fails to remedy it within 7 days of receiving notice to
do so), the Customer will be deemed to have repudiated all contracts and all sums owing to the Company on any account shall become due and payable forthwith without requirement for any notice to be given, and further, in either case the Customers power of sale and use in Clause 7 shall automatically cease. Delivery will be deemed to have been effected when the Goods leave the premises of the
Company or, as the case may be, the premises of the suppliers to the Company or, circumstances where Goods are delivered direct from such suppliers or, where the Goods are not delivered by the Company, but by an independent carrier, delivery of the Goods by the Company to the carrier shall be delivery to the Customer.
5.1. Delivery dates are given in good faith but are not guaranteed and no liability will be accepted for any loss whatsoever suffered or caused through late delivery and time of delivery shall not be of the essence.
5.2. The Company reserves the right to make delivery by instalments and tender a separate invoice in respect of each instalment.
5.3. Goods may be collected by prior agreement with the Company and if so agreed the Customer shall collect the Goods within 14 days of being notified they are available for collection. Thereafter the Customer will incur storage charges at the current rate applied by the Company.
5.4. When a Customer collects the Goods his vehicle shall be equipped with sufficient skids to enable loading by fork-lift truck. The Customer shall be solely responsible for the size, weight and positioning of any load on his vehicle and shall fully indemnify the Company from any claims or actions arising therefrom.
5.5 Where the Company agrees to deliver the Goods delivery will be to the nearest hard metalled road surface. The customer shall be entirely responsible for the prompt unloading of the Goods and the provision of suitable labour and equipment.
5.6 The Customer shall take delivery or accept the Goods within the time limit provided in the contract. Failure to do so shall entitle the Company to invoice the Customer or to treat the contract as repudiated and it may without prejudice to its other rights accept such repudiation without notice as termination thereof.
5.7. All sales “to arrive” shall be subject to shipment and safe arrival. Any variation in the total of the war risk insurance rate or of any charge, tax, levy, duty or impost on the Goods shall be for the Customer’s account. Instructions for delivery must be given in time to enable them to be carried out upon arrival. In the absence of instructions or if the Customer having given instructions fails to make suitable arrangements for their execution the Company may take such steps as they in their absolute discretion consider to be necessary to clear the Goods and may recover from the Customer all expenses thereby incurred.
5.8. The Customer is under a duty wherever possible to inspect the Goods on delivery or collection failing which the carriers note or such other note as appropriate shall be marked “not examined”
If the terms of this Clause are not complied with, the Company shall be under no liability for any shortages, goods damaged in transit or visual defects that would be apparent on careful inspection and, in any event, will be under no liability unless a written complaint is delivered to the Company within two working days of delivery or collection detailing the alleged damage, shortages or visual defect.
6.1. In all cases where damage, shortages or visual defects are complained of by the Customer the Company shall be under no liability in respect thereof unless a reasonable opportunity to inspect the consignment in which the Goods complained of are contained, including all or any strapping, battens or packaging, is provided to the Company before any use is made of the Goods or any alterations or modifications are made thereto by the Customer.
6.2. Subject to the foregoing the Company shall make good any shortages in the Goods and where appropriate collect any of the goods damaged in transit or with visual defects and replace the same as soon as it is reasonably able to do so, but otherwise shall be under no liability whatsoever arising for such shortage, damage or visual defect.
6.3. Any alleged damage, shortage or visual defect shall not constitute valid grounds for the Customer to delay payment in respect of the Goods delivered. Risk in the Goods shall pass to the Customer when the Goods are delivered or when the Customer is notified they are available for collection.
7.1. Not withstanding the passing of the risk the ownership of all the Goods sold by the Company to the Customer shall remain with the Company until the Customer has paid the price for the Goods in full, and no other sums whatever shall be due from the Customer to the Company. For the purpose of these terms all liquidated sums owed by the Customer to the Company on any account or grounds whatsoever shall be deemed to form part of the said price.
7.2. Not withstanding that the Goods (or any of them) remain the property of the Company the Customer shall sell or use the Goods in the ordinary course of the Customer's business at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of the Company's property by the Customer on the Customer's own behalf and the Customer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Company the entire proceeds of the sale or otherwise of the Goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company's money.
7.3. The Customer will hold the Goods as fiduciary agent and bailee for the Company.
7.4. The Goods shall, subject to Clause 7.2 be kept separate and distinct from all other property of the Customer and of third parties and in good and substantial repair and condition and be stored in such a way as to be clearly identifiable as belonging to the Company and the Customer will not allow any interference with any identification marks or serial number on the goods.
7.5. Without prejudice to any other rights the Company may at any time revoke the power of sale and use contained in Clause 7.2 by notice to the Customer if the Customer is in default for longer than 7 days in the payment of any sum whatsoever due to the Company whether in respect of the Goods or any other goods supplied at any time by it to the Customer or if the Company has bona fide doubts as to the solvency of the Customer.
7.6. The Customer shall place any of the Goods in its possession or under its control and unsold at the disposal of the Company and the Company by its servants or agents shall be entitled to enter upon any premises of the Customer or any premises under the Customer’s control or to which the Customer has a right of access for the purpose of inspection, repossession and removal of such Goods at any time. In the event that any latent defect in the Goods is discovered by the Customer during the period of 1 month from the date of delivery of the Goods, and the Customer informs the Company of the said defect in writing within 7 working days of discovery and the said defect having been caused by faulty design manufacture materials or workmanship but not by abnormal use misuse or neglect the
Company will, at its option either repair the Goods at its own expense, replace the Goods or refund the purchase price of the Goods .
7.7 The Company shall be entitled to recover the price of the Goods (plus VAT) notwithstanding that the property in any of the Goods has not passed from the Company.
7.8 The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Company. Without prejudice to the other rights of the Company, if the Customer does so all sums whatever owing by the Customer to the Company shall forthwith become due and payable.
8.1. Where samples are submitted, these are drawn from bulk and are representative of the whole and no guarantee can be given that every item will be the same in all material respect as the sample
8.2. The Goods are supplied on the basis that they conform to the written description contained on the acknowledgement of order form. No warranty can be given that Goods supplied conform to sketch plans or drawings provided by the Company or the Customer or to illustration or descriptions in catalogues or trade literature.
8.3. In the event that the Company provides estimates of quantities or measurements on the basis of drawings and/ or Bills of Quantities and/or specifications submitted by the Customer, the Company shall exercise reasonable care in so doing but the Company accepts no liability for inaccuracies in the estimates or calculations.
8.4. Any Goods manufactured to the design or specification of the Customer or its experts are produced without warranty of any kind except their compliance with the design or specification. The Customer will unconditionally fully and effectively indemnify the Company in respect of any claim resulting therefrom including the infringement of patent, copyright, design, trademark or any other industrial or intellectual property rights resulting from the Company’s use of the said design or specification.
8.5. Design and Advisory Services (including the preparation of drawings, specifications, contract particulars and the like) are provided with reasonable care and skill, but no other representation or undertaking is made or is to be implied in connection with any such services nor shall the Company be under any liability whatsoever in respect of these services if erection is carried out before any necessary approvals are obtained.
8.6. If the Company arranges processing of Goods on behalf of the Customer by a third party such processing will be carried out under the Standard Terms and Conditions of the third party (copies available on written request) and entirely at the Customer’s own risk and cost. No undertakings or warranties either express or implied are given in respect of any processed Goods.
8.7. The Customer is deemed to be fully conversant with the nature and performance of the Goods including any harmful hazardous effects resulting from their usage and shall not be
reliant in any way upon the advice, skill or judgement of the Company. The Company’s employees or agents are not authorised to make any representations concerning the Goods whatsoever, other than those confirmed by the Company in writing.
8.8. Notwithstanding anything to the contrary contained in these conditions if and to the extent that any person by whom the Company has been supplied hereunder validly excludes, restricts or limits his liability to the Company in respect of Goods supplied or of any loss or damage arising in connection therewith then the liability of the Company to the Customer in respect of the said Goods shall be correspondingly excluded, restricted or limited The Company will, upon request, supply the Customer with details of any such exclusions, restriction or limitation.
8.9. Save as set out in the foregoing sub-clauses no other terms whether conditions warranties or innominate terms, express or implied statutory or otherwise shall form part of this contract (except where the Customer deals as a Consumer within section 12 of the Unfair Contract Terms Act 1977 when the terms implied by sections 13. 14 and 15 of the Sale of Goods Act 1979 shall be implied into the Contract).
8.10 The Company shall not be liable for any consequential loss or indirect loss suffered by the Customer or any third party in relation to this contract (except personal injury directly attributable to the negligence of the Company) and the Customer shall hold the Company fully and effectually indemnified against such losses whether arising from breach of a duty in contract or tort or in any way including losses arising from the Company’s negligence. In no circumstances whatsoever shall the Company’s liability (in contract, tort or otherwise) to the Customer arising under, out of or in connection with this
contract or the Goods supplied hereunder exceed the invoice price of the particular Goods Concerned.
If any provision of these conditions is held by a competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby. The Company shall not be liable for any failure to deliver or delay in delivery of the Goods arising from circumstances outside its control including but not limited to lock-outs, fire accidents, defective materials, delays in respect of raw materials or bought-in goods or components.