TERMS AND CONDITIONS
TERMS AND CONDITIONS OF SALE
1. Definitions – In these conditions the “Seller” means DMR SEALS LTD, the “Purchaser” means the person, firm or company who accepts a quotation of the Seller for the sale of Goods or whose order for the Goods is accepted by the Seller.
2. General – All contracts may be partially or wholly suspended without liability on our part by reason of contingencies beyond our control and the purchaser shall have no claim upon us for loss or damage, either direct or indirect or consequential, which may be traceable to any such delay in the completion of the contract.
3. Variation of terms and conditions – No officer or servant of the Seller has authority to vary these conditions or to contract on any other conditions except with the express written consent of the Seller. The Seller reserves the right to vary its published conditions without prior notification.
4. Acceptance – Any order placed with the Seller requires the confirmation by the Seller before a contract becomes binding and shall be deemed to be the subject of the conditions herein printed. Any conditions introduced by the Purchaser (insofar as they differ from these conditions) shall be ignored and the order shall be deemed to have been placed without them, unless written agreement has been given by the Seller modifying these conditions. The return of the Purchasers standard order acknowledgement form does not constitute a written agreement to the modification of these conditions by the Seller.
5. Warranties & Liabilities – All work is examined and checked before despatch and we agree to make good any part supplied by us that is proved and admitted by us to be defective due to faulty material or workmanship against our standards within 45 days of delivery but beyond that we accept no responsibility. In no case will we pay for repairs or alterations made without our sanction or for consequential damages.
In particular we will not be liable for the costs of disassembling or reassembling any equipment into which any of our products may be fitted. No liability can be accepted for any sorting, inspecting, or other operations carried out on our products outside our works. Notification in writing must be sent to us immediately the moment any defect is discovered and we are to be given full particulars and facilities to enable us to satisfy ourselves regarding any defect and where possible parts are to be returned to us carriage paid for our examination and report. All guarantees, warranties or conditions other than those set out above (including as to quality and fitness for any particular purpose) whether express or implied by statute common law or otherwise are hereby expressly excluded and negatived. It is an express condition that other than in the case of death or personal injury arising out of the Sellers negligence the Seller shall not be liable in respect of any claim whether arising in contract or in tort for any injury loss or damage whether direct or consequential caused to any persons or property by or arising out of the use of goods.
It is the responsibility of the Purchaser to check the fitness of the goods for the particular purpose for which it is intended they should be used. Whilst the Seller will furnish in good faith advice on specific matters of design, installation and application of its products, no guarantee can be given in respect of the performance of the Sellers products in a specific application.
6. Terms of Payment – Unless otherwise agreed in writing, our terms are strictly 30 days end of month of invoice date.
The Seller reserves the right to withhold deliveries if;-
i) payment has not been made by the due date
ii) the Purchaser shall fail to comply with any request made by the Seller at any time for payment prior to delivery, irrespective of whether the order has been accepted on 30 days end of month of invoice terms or otherwise. If the Purchaser fails to make any payment on the due day date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:-
i) cancel the contract or suspend further deliveries to the Purchaser.
ii) Appropriate any payment made by the Purchaser to such of the goods (or goods supplied under any other contract between the Purchaser and the Seller) as the Seller may think fit and
iii) Charge the Purchaser interest (both before and after any judgement) on the amount unpaid in line with the Late Payment of Commercial Debts (Interest) Act 1998.
7. Pricing – All quotations are tendered without engagement and prices quoted are subject to withdrawal at any time prior to the order being accepted by us. In normal conditions, quotations are valid for a period of 30 days. Prices are based on the quantities specified in our quotation and on the quality specified and agreed at the time. We reserve the right to revise prices on any amendment in quantities or specification. We reserve the right to amend prices so as to reflect increased costs ruling at time of delivery.
8. Delivery – Any dates or times quoted for the delivery of goods are approximate only and the Seller shall not be liable for any delay in delivery of the goods howsoever caused. 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 purchaser in respect of any one or more instalments shall not entitle the Purchaser to treat the contract as a whole as repudiated.
If the Seller fails to deliver the goods for any reason other than any cause beyond the Sellers reasonable control or the Purchasers fault, and the Seller is accordingly liable to the Purchaser, the Sellers liability shall be limited to the excess (if any) of the cost to the Purchaser (in the lowest market) of similar goods to replace those not delivered over the price of the goods.
If the Purchaser fails to take delivery of the goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the customers reasonable control or by reason of the Sellers fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:-
i) store the goods until actual delivery and charge for the reasonable costs (including insurance) of storage or
ii) sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Purchaser for the excess over the price under the contract or charge the Purchaser for any shortfall below the price under the contract.
Claims for loss or damage to goods in transit must be made by the Purchaser direct to the carrier in strict compliance with the procedures and time laid down by the carrier and the company informed of all such claims in writing within seven days. No such claim will be considered by the Seller unless there has been strict compliance aforesaid.
9. Service – Any service or advice which may be given by the Seller to users of its products is rendered in good faith but the Seller shall not be liable for any loss or damage arising therefrom.
10. Specifications and Drawings – Every effort is made to ensure that the description, drawings and other information in correspondence catalogues etc are accurate but no warranty is given in respect thereof and the Seller shall not be liable for any error therein. The Seller also reserves the right to modify the design of products without notice.
11. Special Inspection – A charge may be made to cover the costs of release of goods against special inspection requirements.
12. Sub Contract – The Seller reserves the right to sub-contract all or part of all orders, and quotations are made on this basis.
13. Carriage – The Seller will arrange and charge carriage on all orders within the UK. When the Purchaser requests delivery by any other means other than that normally used by the Seller, the extra cost, if any will be charged to the Purchaser.
14. Returned Goods – No returns will be accepted by the Seller other than by express agreement in writing. Unauthorised returns received by the Seller will be sent back to the returning company carriage forward.
15. Cancellation – In the event of cancellation of an order the Seller reserves the right (in addition to any other right it may have) to make charges as necessary to recover the cost of work already carried out and for any special tooling manufactured against the order.
16. Patents and Copyright – All drawings, designs, patents, tools etc and the copyright therein supplied by the Seller to the Purchaser shall be and remain the property of the Seller and in no circumstances whatsoever shall such documents or their copyrights be used for any particular purpose other than that for which they were supplied. The Purchaser shall indemnify the Seller against any losses, costs claims, damages or infringement of patent rights resulting from compliance with the Purchasers specifications relating to the goods.
17. Health & Safety – To the best of the Sellers knowledge and belief, none of the Sellers products are hazardous or contain certain hazardous materials. However, some of the Sellers productscontain polytetrafluroethylene (p.t.f.e.) and therefore the usual precautions associated with this material should be observed. Where appropriate all Sellers products conform to safety approved standards.
18. Retention of Title – Until such time as the Purchaser shall have paid to the Seller the total price together with the full price of any other goods, the subject of any other contract with us the goods comprised in this sale shall remain the Sellers sole property as legal and equitable owner.
For the avoidance of doubt until such payment aforesaid the Purchaser shall be in possession of the goods comprised in this sale contract as bailey for us in a fiduciary capacity until such time as the total price thereof together with the full price of any other goods, the subject of any other contract with us is paid and shall store such goods in a manner to enable them to be identified clearly and prominently as the Sellers property.
The Seller reserves the right of repossession of any goods comprised in any sale contract to which the Seller has retained title of the aforesaid and thereafter to re-sell the same and for this purpose the Purchaser grants an irrevocable right and license to us our servants or agents to enter the Purchasers premises with or without vehicles at any time during normal business hours. This right shall continue to subsist notwithstanding the completion of this sale contract for any reason and is without prejudice to any of our accrued rights hereunder or otherwise. The Purchaser shall be at liberty and may in the ordinary course of its business sell and deliver the goods comprised in this sale contract to any third party as our bailey and in a fiduciary capacity and so that the entire proceeds of sale are held in trust for us and are not mingled with our other monies and shall at all times be identifiable as our monies. The Purchaser agrees immediately upon being so requested by us to assign to us all rights and claims which the Purchaser may have against its customers arising from such until payment is made in full aforesaid
19. Samples – We accept no responsibility for Purchasers samples or drawings in our possession. If these are required to be returned the request must be made in writing when such samples or drawings are supplied.
20. Solvency of purchasers. This clause applies if (i) the Purchaser makes any voluntary arrangements 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 the purpose of amalgamation or reconstruction) or
(ii) an encumbrancer takes possession or a receiver is appointed, of any of the property or assets of the Purchaser or
(iii) the Purchaser ceases or threatens to cease, to carry on business or
(iv) the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly.
(v) If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall then be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Purchaser, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary
21. Personal Liability – The Directors of the Purchaser (being a Company) or the proprietors or partners (being an individual or firm) accept the terms and conditions herein and specifically but without limitation acknowledge their personal liability for the total price of all goods supplied by the Seller to the Purchaser.
LEGAL INTERPRETATION. All contracts governed by these conditions shall be subject to English Law and any questions of interpretation or dispute shall be settled by the English Courts or at the option of the Seller, by arbitration in London England, by an Arbitrator appointed by the Seller in accordance with the provisions of the Arbitration Act 1950 or any statutory re-enactment or modification thereof.