1.1 In these terms and conditions: "Seller" means Decotel Limited (registered in England and Wales under number 412523) "Agreement" means any order accepted by the Seller for the sale of the Products to the Buyer "Buyer" means the person or body corporate who concludes an Agreement with the Seller "Conditions" means the standard conditions of sale set out in these terms and conditions and (unless the context otherwise requires) includes any special terms agreed in writing between the parties "Products" means the products (including any instalment of the products or any part of them) which the Seller is to supply in accordance with these Conditions
1.2 These Conditions (and such variation or replacement of these Conditions as may at any time be in force) shall apply to all orders (whether concluded or not) and all Agreements with the Seller for the sale of the Products. No other terms conditions or warranties of any nature whatsoever (whether verbal collateral or otherwise) shall be added hereto unless expressly accepted or confirmed in writing and signed by or on behalf of the Seller.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation. Any words importing the singular include the plural and vice versa.
1.4 Quotations are valid only when made in writing and are made subject to their acceptance within three calendar months of the date of issue, unless specifically agreed otherwise.
1.5 An Agreement is deemed to have been concluded after the Company has, in writing, confirmed an order placed by the Buyer, or has commenced the execution of the order. A mere notification of receipt of an order will not automatically imply that the Seller has accepted the order of the Buyer.
1.6 The Seller reserves the right to make any changes in the specifications of the Products which are required to conform with any applicable statutory or E.U. requirements or, where the Products are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
1.7 All details given about the Products, especially the measurement and performance details contained in offers and printed materials, should be seen as approximate details only. These are not warranted characteristics of the Products.
1.8 The Seller reserves the right to increase the agreed price of the Products by giving notice to the Buyer in writing at any time before delivery to reflect any increase in the Seller’s costs which is due to any factor beyond the Seller’s control including, without limitation, alterations in duties and significant increase in the cost of labour, materials and other costs of manufacture passed on to the Seller. Without limitation, any duties, levies and/or taxes imposed on the Products or on the raw material from which the Products are manufactured shall be payable by the Buyer insofar as these are introduced or increased after the date of conclusion of the Agreement.
1.9 Unless otherwise stated in writing, the Agreement price is exclusive of any applicable Value Added Tax and all other taxes and duties, which shall be payable by the Buyer.
2. Payment The Buyer shall pay the price of the Products within 30 days of the date of the Seller’s invoice. The time of payment shall be of the essence of the Agreement. Receipts for payment shall only be issued upon request. If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller may, if applicable, cancel the contract or suspend any further deliveries to the Buyer and charge the Buyer interest (both before and after any judgement) on all overdue amounts at 4 per centum per annum above the Bank of England base rate from time to time, or 8 per centum per annum, whichever is higher, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
3. Retention of Title
3.1 Notwithstanding delivery and the passing of the risk in the Products, whether pursuant to clause 4 below or any other provision in these Conditions, the property in the Products shall not pass to the Buyer until the Seller has received, in cleared funds, payment in full of the price of the Products and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
3.2 Until such time as the property in the Products passes to the Buyer, the Buyer shall hold the Products as the Seller’s fiduciary agent and bailee, and shall keep the Products separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property.
3.3 Until such time as the property in the Products passes to the Buyer, the Seller may at any time require the Buyer to deliver up the Products to the Seller and, if the Buyer fails to do so forthwith, enter onto any premises of the Buyer or any third party where the Products are stored and repossess the Products.
4.1 The Products will be at the risk of the Buyer from the moment of delivery.
4.2 Any dates quoted for delivery of the Products are approximate only and the Seller shall not be liable for any delay in delivery of the Products howsoever caused. Time for delivery shall not be of the essence of the Agreement unless previously agreed by the Seller in writing. The Products may be delivered in advance of the quoted delivery date on giving reasonable notice to the Buyer.
4.3 The parties may agree delivery of the Products in instalments, and in the event of delivery in instalments each delivery shall be treated as a separate agreement and the failure of the Seller to deliver one or more instalments in accordance with these Conditions, shall not entitle the Buyer to treat the respective Agreement as a whole as repudiated.
4.4 The Seller shall not be liable to the Buyer for nondelivery if the Buyer is in default of any of its obligations under this Agreement or any other agreement between the parties.
4.5 Where any Products or their packaging are delivered damaged notification of such damage must be given to the Seller by midday on the next working day following delivery.
5. Sub-contract The Seller reserves the right to sub-contract all or any part of all orders and the Seller’s quotations are made on this basis.
6. Force Majeure
6.1 The Seller shall not be liable for any damages incurred by the Buyer in case of improper performance if it is due to the occurrence of events which cannot be attributed to the Seller (force majeure), which shall include circumstances or events beyond the Seller’s control including (but not limited to) war, riot, strike, lock-out, trade dispute or labour disturbance, accident, break-down of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport, and any other circumstances affecting the supply of the Products or their raw materials, the Seller’s normal source of supply, the manufacture of the Products by the Seller’s normal means and/or the delivery of the Products by the Seller’s normal route or means of delivery.
6.2 If the period during which the Seller cannot fulfil its obligations exceeds or will exceed two months, either party shall be entitled to terminate the Agreement without judicial intervention and without any obligation to pay damages to the other party. If the Seller has performed part of its obligations when the situation of force majeure arises or if the Seller can only perform part of its obligations, the Seller shall be entitled to separately invoice the Buyer for the partial performance and the Buyer shall be obliged to pay such an invoice as if it concerned a separate Agreement.
7. Complaints and Liability
7.1 Whether or not delivery is refused by the Buyer, the Buyer must submit all complaints in respect of the Products (other than in respect of damage which must be dealt with pursuant to paragraph 4.5 above) that may reasonably be discovered during an inspection of the Products within 7 working days of receipt of the delivery, or where the defect or failure was not apparent on a reasonable inspection within a reasonable time after discovery of the defect or failure.
7.2 The Buyer shall keep the Products in respect of which a complaint has been made in a safe place and at the Seller’s disposal. The Buyer may only return Products with the Seller’s prior written consent and in accordance with its written instructions.
7.3 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the respective Agreement, for loss or profit or for any indirect, special or consequential loss or damage, cost, expenses or other claims for compensation whatsoever (whether caused by negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the sale of the Products (including any delay in supplying or failure to supply the Products in accordance with the respective Agreement or at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the respective Agreement shall not exceed the price of such Product, except as expressly provided for in the Agreement.
8. Insolvency The Seller shall be entitled forthwith to terminate the respective Agreement by written notice to the Buyer if the Buyer ceases or threatens to cease to carry on business, goes into liquidation whether compulsory or voluntary, has a receiver appointed over any of its business or assets, becomes insolvent, is struck off the Register of Companies where the Buyer’s company is registered, compounds or makes any arrangement with its creditors or becomes subject to an administration order or takes or suffers anything analogous to the foregoing under the law of any jurisdiction and in any such event if any Products have been delivered but not paid for the price shall immediately become due and payable not withstanding any previous agreement or arrangement to the contrary.
9. Choice of Forum and Choice of Law These Conditions and any respective Agreement shall be governed by the laws of England and Wales and the Buyer agrees to submit to the nonexclusive jurisdiction of the English Courts.