Dyfed Richards: Terms & Conditions
In these Terms "the Company" shall mean Dyfed Richards Limited. "A Consumer" shall mean a consumer as defined by the Unfair Contracts Terms Act 1977 or the Unfair Terms in Consumer Contracts Regulations 1994. The Statutory rights of a Buyer dealing as a Consumer are not affected by these Terms.
1.1 All orders are placed and accepted by the company only under these terms and conditions ("the Terms"). These terms exclude any other terms and conditions and
any provision and stipulation or condition in the Buyers order form or elsewhere which conflicts with or in any way qualifies or negates any of these Terms shall have
no effect and these Terms shall prevail.
1.2 No variation of these Terms is permitted unless expressly accepted by a Director of the Company in writing.
1.3 A quotation given by the company is not an offer and the Company reserves the right to withdraw any estimate without prior notice.
2.1 No cancellation of the whole or any part of any order by the buyer is permitted except where expressly agreed by a Director of the Company in writing. In the event of such agreed cancellation the Buyer shall indemnify the Company fully against all expenses incurred up to the time of such cancellation in addition to such other remedies as the Company may have.
2.2 In the event of the Company accepting back goods incorrectly ordered, the Company shall be free to make, and the Buyer will pay, a reasonable charge for all expenses incurred as a result of the company doing so.
3.1 Goods or services supplied by the Company ("the Goods") are offered for sale at the Company's prices which are exclusive of value added tax and delivery charges
(delivery charges depend upon value of goods ordered).
3.2 All goods are offered subject to being unsold on receipt of order.
3.3 Quotations are based on prices applicable to quantities specified. In the event of orders being placed for lesser quantities the Company shall be entitled to adjust the price of Goods as ordered to take account of the variation in quantity.
3.4 The company reserves the right at any time prior to the delivery of the Goods to adjust the price to take account of any increase in the cost of raw materials, freight, labour or services, any charge, tax duty, levy impost on the Goods or any currency fluctuations affecting the cost of imported material.
4.1 Unless the Buyer has an approved credit account the whole order value will be payable prior to the delivery of the Goods.
4.2 Accounts are due for payment no later than 7/14/30 days (dependant upon account status with DRL) following the date of invoice or delivery,
whichever is the earlier. The Buyer shall reimburse to the Company the entire cost of representing any cheque or other instrument delivered to it in payment of any sum due by the Buyer.
4.3 Where default in payment by the Buyer occurs, the Company shall be entitled to suspend all further deliveries without notice. The Company shall also be entitled to
charge interest on monies outstanding at a rate of 4.5% p.a. above base rate prevailing at the time when payment was due.
4.4 Credit may be allowed on such terms and conditions, as the Company shall at its absolute discretion from time to time prescribe. The Company reserves the right to
refuse to accept orders on credit at any time and without giving any reason.
4.5 The Buyer shall not be entitled to withhold payment of any amount payable to the Company by reason of any dispute or claim of the Buyer and in any case of any short delivery or delivery of damaged Goods, shall remain liable to pay the full invoice price of all other Goods, delivered or available for delivery.
4.6 The Company shall be entitled at all times to set off any debt or claim of whatsoever nature which the Company may have against the Buyer against any sums due by the Company to the Buyer.
5.1 Goods collected by the Buyer from the Company's premises shall be deemed to be delivered when they have been loaded onto the Buyers vehicle or are otherwise in the Buyer's possession. Goods transported by the Company shall be deemed to be delivered when they are ready to be unloaded on the site specified by the Buyer. The Buyer shall be liable for any subsequent loss or damage to the goods however caused.
5.2 The Company does not undertake to deliver or collect any load over ground which it considers unsuitable and accepts no responsibility for damage to roads, driveways or paved areas, save where such damage is occasioned by proved negligence of a company servant. Al necessary labour and equipment required to unload materials promptly shall be supplied by the Buyer and the responsibility of the Company's drivers is limited to handling the goods off the vehicle.
5.3 Delivery dates are estimates only and time of delivery is not of the essence of the contract.
5.4 For the avoidance of doubt and without derogation from any other provision of these Terms the Company shall not be liable for any damages whatsoever whether direct or consequential (including for the avoidance of doubt any liability to any third party) resulting from any delay in delivery of the Goods or failure to deliver the Goods within a reasonable time whether such delay or failure is caused by the Company's negligence or otherwise howsoever.
5.5 The company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.
5.6 The costs of abortive delivery will be charged to the Buyer.
6.1 The Buyer shall inspect the Goods at the place and time of unloading or loading if collected.
6.2 The Buyer must give the Company written notification within 2 working days of unloading of any claim for short delivery. If the Buyer does not give the Company that notification within that time the Goods will be deemed to have been delivered in the quantities shown in the delivery documents. The Buyer shall not be entitled to and irrevocably and unconditionally waives any right to reject the Goods or claim any damages whatsoever for short delivery howsoever caused.
6.3 The Company's liability for short delivery is limited to making good the shortage.
6.4 Where it is or would have been apparent on a reasonable inspection that the Goods are not in conformity with the contract or (if the contract is for sale by sample) that the bulk does not compare with the sample the Buyer must enclose the delivery note and give the Company written notice within 2 working days of unloading of any claim to that effect failing which the Goods will be deemed to have been accepted and the Buyer shall not be entitled and irrevocably and unconditionally waives any right to reject the Goods.
7.1 Risk in the Goods shall pass to the Buyer when the Goods are delivered to, or collected by, the Buyer or its agent.
7.2 The ownership of the Goods shall remain with the Company until the Buyer has paid all sums owed by the Buyer to the Company on whatsoever grounds.
7.3 Until title passes the Buyer will hold the goods as fiduciary agent and bailee for the Company and shall keep the Goods separately stored, protected, insured and identified as the Company's property.
7.4 The Buyer is licensed by the Company to use or agree to sell the goods in the ordinary course of its business subject to the express condition that the proceeds of any sale or insurance proceeds received in respect of the Goods are held in trust for the Company and are not mixed with other monies or paid into an overdrawn bank account and shall at all times be identifiable as the Company's money.
7.5 The Company may at any time revoke the power of sale and use granted to the Buyer and recovers and re-sells the Goods in which title shall not have passed to the Buyer. The Company by its servants or agents shall be entitled to access the Buyer's premises or those to which the Buyer has right of access where the Goods or some of them are stored or thought to be stored for the purpose of repossession at any time.
8.1 The company shall not be liable in respect of any misrepresentation made by the Company its servants or agents to the Buyer its servants or agents as to the condition of the Goods their fitness for any purpose or as to quantity or measurements unless the representation is i) made or confirmed in writing and/or (i) fraudulent.
8.2 Without prejudice to clause 8.1 of these Terms while the Company takes every precaution in the preparation of its catalogues technical circulars price lists and other literature these documents are for the Buyers general guidance only and statements made therein shall not constitute representations by the company and the Company shall not be bound by them.
9.1 The Company warrants that the Goods will correspond with their specifications at the time of delivery and will be free from defects in materials and workmanship.
9.2 Save as aforesaid except where the Buyer deals as a Consumer all warranties conditions or other terms implied in or by Statute or Common Law are excluded to the fullest extent permitted by law.
9.3 Where the Buyer has used or installed the Goods such use or installation shall be taken as conclusive evidence that the Buyer has accepted the Goods notwithstanding that there is a defect in the quality or condition of the Goods or that they fail to correspond with the specification and the Buyer in those circumstances waives the right to make any claim against the Company.
9.4 Subject to 9.3 above any claim by the Buyer on any defect in the quality or condition of the Goods or their failure to correspond with the specification shall be notified to the Company within 2 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure.
9.5 Subject to 9.4 above where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the Goods or their failure to meet their specification is notified to the Company in accordance with these conditions, the Company shall be entitled to replace the Goods free of charge or, at the Company's sole discretion, refund to the Buyer the price of the Goods (or if a portion a part thereof) but the Company shall have no further liability to the Buyer.
10. If the Buyer shall make default in, or commit any breach of, the Contract or of any other of its obligations to the Company or if any distress or execution shall be levied upon the Buyer's property or assets or if the Buyer shall make an offer to make any arrangement for composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him or if the Buyer is a Limited Company and any resolution or petition to wind up such company's business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or if a receiver of such company's undertaking property or assets or any part thereof shall be appointed, the Company shall have the right forthwith to determine any contract then subsisting and upon written notice of such determination being posted to the Buyer's last known address any subsisting contract shall be deemed to have been determined without prejudice to any claim or right the Company may otherwise make or exercise.
11. The Company shall not be liable for any failure to deliver the Goods arising from circumstances outside its control including but not limited to acts of God, war, riot, explosion, abnormal weather conditions, fire, flood, strikes, lockout, Government action or regulation (U.K. or otherwise), delay by suppliers, accidents and shortage of materials, labour or manufacturing facilities.
12. If any clause or sub-clause of these Terms is held by a competent authority to be invalid or unenforceable the remaining clauses and sub-clauses shall not be affected and shall remain in full force and effect.
13. The waiver by the Company of any breach or default of these Terms shall not be construed as a continued waiver of any subsequent breach of the same or any other provision.
14. These terms shall be governed by and construed in accordance with English law.
