1.1 The following Terms of Trading constitute the entire agreement
between parties and supersede any previous agreements, warranties, representations, undertakings and understandings between theparties and may not be varied except in writing.
1.2 For the purpose of these Terms of Trading the Company shall be Durleigh and the Buyer is whoever places a written order and on doing so agrees to be bound by these conditions. This is an express term of contract between the Company and the Buyer.
2.1 The price quoted excludes VAT (unless otherwise stated). VAT and other taxes and duties on the goods will be those applying at the time of delivery.
2.2 Quotations lapse after 60 days (unless otherwise stated).
2.3 At any time before delivery the Company may adjust the price to reflect any increase in their costs of supplying the goods no matter what the cause.
2.4 All goods will be invoiced at the price ruling at the date of dispatch unless a fixed price has been agreed in writing together with any VAT or other government taxes.
3.1 Time for delivery shall not be the essence of the contract.
The delivery date specified by the Company is an estimate only.
3.2 The goods shall be at the Buyer’s risk from delivery to the Buyer or to any other carrier or agent acting on the Buyer’s behalf.
3.3 If a paid delivery does not arrive on the expected date, the Buyer must inform the Company immediately, it is not acceptable to wait until the invoice is due for payment.
3.4 On giving reasonable notice to the Buyer, the goods may be delivered by the Company in advance of the agreed delivery date.
3.5 The Buyer may not cancel the delivery if the Company receives notice after the goods have been dispatched.
3.6 If the Buyer accepts delivery of the goods after the estimated delivery time, it will be on the basis that they have no claim against the Company for delay (including indirect or consequential loss, or increase in the price of the goods).
3.7 The Buyer agrees, where appropriate, to undertake the following actions:
3.7.1 Sign ‘damaged’ for goods unless completely satisfied there is no exterior damage evident to the packages received.
3.7.2 If the Buyer believes the goods have been damaged or that there are shortages in the delivery, the Buyer must contact the Company within 3 hours of the delivery to register/describe the problem/s.
3.7.3 In the event, the Buyer must, within three days of the original inspected
3.8 The Company may decline to deliver if it believes that it would be unsafe, unlawful or unreasonably difficult to do so, or the premises (or access to them) are unsuitable for a Company vehicle.
3.9 If the Buyer unreasonably refuses delivery, the Company may charge the Buyer for the cost of the delivery. If delivery does not take place, either on the contact date or not at all, because the Buyer is at fault or for reasons beyond the Company’s control, the Company may store and insure the goods at the Buyer’s expense.
3.10 If the Buyer requires storage or call-off facilities or both, the goods will be invoiced to them when delivered or collected and the Company’s normal payment terms will apply.
4 Payment Terms
4.1 The Buyer should pay the Company by credit card or cleared funds before delivery or on completion of installation, unless they have an approved credit account.
4.2 If the Buyer has an approved (in writing) credit account,
payment is due no later than 30 days from the end of month in which the goods were invoiced, unless otherwise agreed in writing.
4.3 If the Buyer fails to pay the Company in full on the due date the Company may:
4.3.1 Suspend or cancel future deliveries
4.3.2 Cancel any discount or retrospective rebate offered to the Buyer
4.3.3 Add a charge each time a cheque is returned or
4.4 If the Buyer fails to pay and is a registered credit account holder, the Company may withdraw the account or reduce the credit limit or bring forward the due date for payment in future.
4.5 In the event of the above circumstances, the Company reserves the right to take any of the above actions, at any time and without notice. As per ‘The Late Payment of Commercial Debt (Interest) Act 1998’, interest on overdue invoices shall accrue from the date when payment becomes due and from day to day until the date of payment. This will be charged at a rate of 5% per annum above the base rate of the Bank of England from time to time in force.
5 Insolvency of Buyer
5.1 The Company may treat the Buyer as insolvent if the Buyer is unable to pay their debts as they fall due, or the Buyer (or any item of their property) becomes subject of any:
5.1.1 formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary
arrangements – including a moratorium or bankruptcy)
5.1.2 application or proposal for any formal insolvency procedure or…
5.1.3 application, procedure or proposal overseas with similar effect or purpose.
6 Queries on Invoices
6.1 Any queries on invoices or proof of delivery requests must be made in writing within 3 days of receipt of invoice. It is not acceptable to have a query or request a proof of delivery when payment becomes due.
7.1 Until a Buyer has paid all debts owed to the Company in full, the Buyer may owe the Company in the following terms:
7.1.1 All goods supplied will remain the property of the Company
7.1.2 The Buyer must store all the Company’s property such that it is clearly marked as the property of the Company
7.1.3 The Buyer must insure the property (against the risks for which a prudent owner would insure them) and hold the policy in trust on behalf of the Company.
7.2 The Buyer may use those goods and sell them in the ordinary course of their business, but not if the:
7.2.1 Buyer revokes that right (by informing the Buyer in writing), or…
7.2.2 the Buyer becomes insolvent.
7.3 The Buyer must inform the Company in writing immediately they become insolvent.
7.4 If the right of the Buyer to use and sell the goods ends, the Buyer must allow the Company to remove the goods.
7.5 The Company assumes that it has the permission of the Buyer to enter any premises where the Company’s goods may be stored:
7.5.1 at any time, to inspect them, and…
7.5.2 after the Buyer’s right to use and sell the goods has ended, to remove them, using reasonable force if necessary.
7.6 Despite the Company’s retention of title to the goods, the Company has the right to take legal proceedings to recover the price of goods supplied should the Buyer not pay the Company by the due date.
7.7 The Buyer is not the Company’s agent. The Buyer therefore, has no authority to make any contract on the Company’s behalf or in the Company’s name.
8.1 From the time of delivery the goods are at the risk of the Buyer.
8.2 Delivery takes place either:
8.2.1 at the Company’s premises (if the Buyer is collecting them or arranging carriage), or…
8.2.2 at the Buyer’s premises or an address specified by the Buyer, if the Company is arranging carriage.
8.3 The Buyer must inspect the goods immediately on delivery. Please see additional notes in Delivery section above.
9.1 The Company warrants that the goods:
9.1.1 comply with the description on the Company’s
(or carrier’s) delivery note or Sales Order
9.1.2 are free from material defect at the time of delivery (as long as the Buyer inspects the goods at time of delivery).
9.3 In addition, the Company provides a 12 month warranty on all its products, which covers product failure due to manufacturing defects but excludes effects from natural elements (e.g. sun, water etc) misuse, negligence or accidental damage to products after delivery. The warranty will not apply to any products deemed by the Company to have been modified or repaired by someone other than a Company operative or representative. All warranty claims should comply with the circumstances described below.
9.4 The Company gives no other warranty (and excludes any other warranty, term or condition that would otherwise be implied) as to the quality of the goods or fitness for any purpose.
9.5 The warranty cover described here is in addition to the
Buyer’s statutory rights.
9.6 If the Buyer believes that the Company has delivered goods which are defective in material or workmanship the Buyer must:
9.6.1 inform the Company (in writing), with full details, within a month of the delivery; and…
9.6.2 allow the Company to investigate (the Company may need access to the Buyer’s premises and product samples).
9.7 If the goods are found to be defective in material or
workmanship (following the Company’s investigations), and the Buyer has complied with those conditions described above in full, the Company will (at the Company’s option) replace the goods or refund the price.
9.8 NB The above provisions do not apply to electrical components such as bulbs or fuses.
9.9 The Company is not liable for any loss or damage arising from the contract or supply of goods or their use, even if the Company is negligent, including for example:
9.9.1 direct financial loss, loss of profits or loss of use; and…
9.9.2 indirect or consequential loss.
9.10 The Company’s liability to the Buyer (from one single cause) for damage to property caused by the Company’s negligence is limited to two and half million pounds or such amount of insurance that the Company may carry from time to time.
9.11 For all other liabilities not referred to elsewhere in these terms, the Company’s liability is limited in damages to the price of the goods.
9.12 Nothing in these terms restricts or limits the Company’s li ability for death or personal injury resulting from negligence.
10.1 If the Company prepares goods in accordance with the
Buyer’s specifications or instructions, the Buyer must ensure that:
10.1.1 the specification or instructions are accurate
10.1.2 goods prepared in accordance with such specifications or instructions will be fit for purpose for which the Buyer intends to use them; and…
10.1.3 the Buyer’s specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation.
10.2 The Company reserves the right to make:
10.2.1 Any changes in the specifications of goods that are neces sary to ensure they conform to any applicable safety or statutory requirements; and…
10.2.2 To make, without notice, any minor modifications in the
specifications the Company thinks necessary or desirable.
10.3 The Company will make every effort to ensure accuracy of advice, recommendations and representations but cannot accept any liability for any loss or damage that arises out of information the Company may supply.
10.4 NB Re: Installation Work
10.5 In the case of fitting/installation work, the following must be complete/available prior to work commencing:
10.5.1 the Company and the Buyer must have an agreed start date for any Company representatives to begin work. Should this date become inconvenient the Company requires notification thereof at least 24 hours before the work was scheduled;
10.5.2 the finished floor surface area, in which work will take place, must be level and finished with e.g. laminate, carpeting etc;
10.5.3 all relevant walls must be in a finished decorated state e.g. painted, papered, panelled etc;
10.5.4 any electrical wiring on or below surfaces, near the point of installation, must be pointed out by the client or agent. Responsibility will not be accepted by the Company for drilling into power cables that have not been identified, prior to the start of on-site work;
10.5.5 all obstructions must be cleared from the area designated for installation/fitting work (including clearing access points and corridors etc) e.g. scaffolding, furniture and packaging etc.
10.6 It must be recognised that any old equipment/signage etc required to be moved from the site by Company representatives will incur costs over and above the installation/fitting costs...
10.6.1 A Company representative must be provided with a written order before any materials are removed from the site.
10.6.2 If, when removing old signage, it is evident that repair work (to walls/surfaces) is required prior to hanging new signage then the costs of this work will be added to the fitting bill.
10.6.3 A Company representative must be provided with a written order prior to any repair work being undertaken.
10.7 No other trades must be working above or within the designated work areas during the scheduled working time/s for the Company.
10.8 All agreed preparatory work by non-Company representatives must be completed before the arrival of Company representatives.
10.9 If Company representatives attend the Buyer’s work site, as agreed and scheduled, to execute the work but are unable to do so due to any of the above conditions not being met, then travelling and time spent on site will be chargeable at the Company’s hourly rates at the time of the incident.
10.10 The Company will exercise its statutory rights under the ‘Payments of Commercial Debts (interest) Act 1998’.
10.11 NB Re: Hired Goods
10.12 The Company’s goods are the Hirer’s responsibility until the goods are returned or collected. In the event of damage to any goods, the Hirer shall pay the Company for the repair or replacement cost of the goods and the hire cost.
10.13 The Company reserves the right to substitute stock that is unavailable, and offer alternative stock of an appropriate specification and quality.
10.14 For carrier deliveries and collections, the Hirer’s contact person must be available throughout the date/time period stated. If the contact person is not present, the courier will not deliver or collect the equipment. Charges could then be made for the extra hire period.
10.15 When hiring any kind of graphic panels (e.g. Folding Kits or Panel & Pole) the Hirer should use ‘Hook Velcro’ (the Company stocks this material for sale) only to attach display material - Blu-tack or staples or any other method of attachment causes damage.
10.16 Pro-forma invoices for advance payment (by cheque or credit card) will be supplied unless a 30 day credit account is
10.17 Regarding cancelled orders: the Company will charge a minimum of 50% of the full order value, if cancelled within 4 working days prior to scheduled use and 100% of the order value, if cancelled within 48 hours prior to scheduled use.
11 Return of Goods
11.1 The Company will accept the return of goods from the Buyer only:
11.1.1 by prior arrangement (confirmed in writing)
11.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered); and…
11.1.3 where the goods are as fit for sale on their return as they were on delivery.
12 Waiver and Variations
12.1 Any waiver or variation of these terms is binding if:
12.1.1 Made (or recorded) in writing
12.1.2 Signed on behalf of each party; and…
12.1.3 Expressly stating an intention to vary these terms.
12.2 All orders that the Buyer places with the Company will be on these terms (or any that the Company may issue to replace them). By placing an order with the Company, the Buyer is expressly waiving any printed terms they may have to the extent that they are inconsistent with the Company’s terms.
13 Force Majeure
13.1 If the Company is unable to perform their obligations to the Buyer (or able to perform them only at an unreasonable cost) because of circumstances beyond the Company’s control, they may then cancel or suspend any of their obligations to the Buyer without liability.
13.2 Examples of those circumstances include: act of God,
accident, war, strikes, governmental regulations or orders, national emergencies, lockouts, fire, flood, drought, tempest, explosion, transport delays and difficulty in obtaining supplies - this list is not exhaustive.
14.1 English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.
14.2 If the Buyer is more than one person, each person is liable for all of the obligations under these terms (joint and several liabilities).
14.3 If any of these terms are unenforceable as drafted:
14.3.1 it will not affect the enforceability of any other of these terms; and...
14.3.2 if it would be enforceable if amended, it will be treated as so amended.
14.4 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between the Company and Buyer and the Buyer should not rely on them in entering into any contract with the Company.
14.5 Any notice by the Company which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the Buyer’s principle place of business. All such notices must be signed.
14.6 No contract will create any right enforceable (by virtue of ‘The Contracts – Rights of Third Parties – Act 1999’) by any person not identified as the Buyer or Company.
14.7 The only statements upon which the Buyer may rely in making the contract with the Company are those made in writing by someone who is (or who the Buyer reasonably believes to be) the Company’s authorised representative and either:
14.7.1 contained in a Company estimate (or any covering letter) and not withdrawn before the contract is made; or...
14.7.2 which expressly state that you may rely on them when entering into the contract.
14.8 Nothing in these terms effects or limits the Company’s liability for fraudulent misrepresentation.