Terms and Conditions Of Sale
Standard terms & and conditions for sale of goods of Digital Advanced Control Ltd.
1. DEFINITIONS
In this document the following words shall have the following meanings:
1.1 “Buyer” means the organisation or the person who buys Goods from the Seller;
1.2 “Goods” means the articles to be supplied to the Buyer by the Seller;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know how and all other forms of intellectual property wherever in the world
enforceable;
1.4 “List Price” means the list of prices of the Goods maintained by the Seller as amended form time to time;
1.5 “Seller” means Digital Advanced Control Ltd, having a trading office at: Unit 2 Faraday Close, Drayton Fields Industrial Estate, Daventry, Northamptonshire, NN11 8RD.
2. GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the
Buyer whether in negotiation or at any stage in the dealings between parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately
from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3. PRICE AND PAYMENT
3.1 The price shall be that in the Seller’s current List Price, or such other price the parties may agree in writing. The price is exclusive of VAT or any other applicable costs and carriage.
3.2 Payment of the price and VAT and any other applicable costs shall be due within 30 days of the date on the invoice supplied by the Seller.
3.3 The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 4% per annum above the base
rate of Barclays Bank plc.
3.4 If payment of the price or any part thereof is not made by the due date, the Seller
Shall be entitled to:
3.4.1 Require payment in advance of delivery in relation to any Goods not previously delivered;
3.4.2 Refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
3.4.3 Terminate the contract.
4. CANCELLATION
4.1 If the Buyer Cancels an order the Seller shall be entitled to charge:
4.1.1 15% of the List Price of the Goods order value up to 4 weeks before the delivery date.
4.1.2 40% of the List Price of the Goods order value from 4 weeks to 2 weeks before the delivery date.
4.1.3 100% of the List Price of the Goods order value after 2 weeks before the delivery date.
5. DESCRIPTION
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer
herby affirms that it does not in any way rely on the description when entering into the contract.
6. SAMPLE
Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for
itself the quality of the bulk, and not so as to constitute a sale by sample.
7. DELIVERY
7.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary
to take delivery of the goods whenever they are tendered for delivery.
7.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract.
7.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer
shall be liable for any expense associated with such storage.
7.4 The Buyer shall be entitled to replacement Goods where the Goods have been damaged transportation. The buyer must notify the Seller of the damage within 24 hours of delivery.
DAC 14 A V3 March 2016
7.5 Any discrepancy in delivery or invoicing to be notified to DAC Ltd. within 24 hours.
8. RISK
8.1 Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Sellers premises. Where the Buyer chooses to collect the Goods itself, risk will pass when t the Goods
are entrusted to it or set aside for its collection, whichever happens first.
9. TITLE
9.1 Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
10. WARRANTY
10.1 Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace defective Goods, free of charge up to 5 years from
the date of delivery, subject to the following conditions.
10.2 Drives are subject to a maximum 3 years warranty.
10.3 The sellers manufactured Indicators and external equipment of the control system are subject to a maximum 2 years warranty.
10.4 The sellers manufactured goods within the Sellers control system brand MEC32 are subject to a maximum 5 years warranty.
10.5 Non-Manufactured goods are subject to the original manufacturer’s warranty.
10.6 The Buyer notifying the Seller in writing immediately upon the defect becoming apparent;
10.7 The defect being due to the faulty design, materials or workmanship of the Seller.
10.8 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.
10.9 Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the seller in respect of the Goods shall be passed onto the Buyer.
10.10 The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.
10.11 The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 11 and 12 below.
11. LIABILITY
11.1 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:
11.1.1 The correspondence of the Goods with any description;
11.1.2 The quality of the Goods; or
11.1.3 The fitness of the Goods for any purpose whatsoever.
11.2 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods for any purpose whatsoever (whether made known to
the Seller or not) are hereby excluded from the contract.
12. LIMITATION OF LIABILITY
12.1 Where any court or arbitrator determines that any part of Clause 11 is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount
not exceeding the contract price.
12.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of
its employees or agents.
13. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far a not already vested, become the absolute property of the Seller, and the Buyer
shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
14. FORCE MAJEURE
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not
limited to acts of God, strikes, lock outs, accidents of war, fire, breakdown of plant machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be
entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
15. RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between parties and nothing in these Terms and Conditions shall be
deemed to construe either of the parties as the agent of the other.
16. Anti-Bribery
The seller has a clearly defined anti bribery policy and operates an Anti-Bribery Management System to BS10500:2011, all business between the seller, buyer and any third party is subject to the sellers
anti-bribery policy available on request and also on the sellers website.
17. ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the
prior written consent of the Seller.
18. WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to
enforce all the Terms and Conditions of this Agreement.
19. SEVERABILITY
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the
remainder of the provisions hereof shall continue in full force and effect as if the Terms and Conditions has been agreed with the invalid, illegal or unenforceable provision eliminated.
20. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction off the English courts.
Terms and Conditions Of Sale
