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Eliza Tinsley Limited (hereafter known as DPA) does business
with it's buyers under the terms and conditions set forth herein.
DPA hereby rejects any terms and conditions contained in any buyer
purchase order or other business forms or in correspondence or elsewhere
implied by trade, custom, practice or course of dealing unless specifically
included or varied in writing by a director or other authorised
representative of DPA which are different from or in addition to
the terms stated herein.
"Buyer" means the person or company
whose order for the goods is accepted by DPA.
"Goods" means
the goods (including any instalment of the goods or any parts for
them) which DPA is to supply in accordance with these conditions.
Any reference in these terms and conditions to singular includes
plural.
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| 1 |
ACCEPTANCE OF ORDERS
All orders are subject to the approval of DPA |
| 2 |
GENERAL TERMS OF PAYMENT & FINANCIAL REQUIREMENT
a) Terms are nett 30 days from the date of the invoice
for Buyers to whom DPA extends credit, except where otherwise agreed
in writing by DPA. DPA reserved the rights from time to time at
its discretion to allow a settlement discount for early payment
only when expressly stated. Time of payment shall be the essence
of all contracts between DPA and Buyer to which these Terms and
Conditions apply.
b) A LATE CHARGE OF THREE (3%) PERCENT
OVER BASE RATE WILL BE IMPOSED ON ANY PORTION OF AN ACCOUNT NOT
PAID WITHIN THE TERMS STATED ON THE INVOICE at the discretion of
DPA. However, if this rate exceeds the maximum rate permitted under
applicable laws or regulations, the rate shall be reduced to the
maximum allowable rate.
c) DPA may offer special payment
and/or shipment terms. In such event these special terms shall supersede
the general terms payment and/or shipment, provided that such special
terms are fully stated in a DPA invoice, signed by an authorised
representative of DPA and such invoice is accepted by DPA.
d) If a Buyer shall commit any material breech of it's obligations
hereunder or shall commit an act of bankruptcy or (being a corporation)
shall go into liquidation other than for the purpose of reconstruction
or amalgamation or shall suffer the appointment of a receiver or
any of his or its property or make a deed of arrangement with or
composition for the benefit of any of his or its creditors, or if
in the opinion of DPA, Buyers credit becomes impaired, DPA shall
have the following rights and remedies in addition to any other
rights and remedies provided by application of law.
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| i. |
All sums shall become immediately due
and payable, notwithstanding any credit terms previously
in effect. |
| ii. |
DPA may refuse any order placed by
the Buyer. |
| iii. |
DPA may cancel any accepted orders or delay
shipping of any order. |
| iv. |
If credit previously has been extended by
DPA to Buyer and DPA elects to make further sales to Buyer,
DPA may require payments on a C.O.D. or cash in advance
basis |
| v. |
In the event collection of sums due from
Buyer to DPA is referred to lawyers or debt recovery agents
for which DPA is insured or if proceedings are brought to
collect such sums or to enforce the rights of DPA, Buyer
agrees to pay all costs and reasonable fees incurred in
any proceedings or appeal and in executing any judgement |
| vi. |
Buyer agrees that it has read the disclaimer
of Implied Warranties and Limitations on Damages contained
in the Terms & Conditions of Sale, that they have been
explicitly negotiated ant that they have become part of
the basis of its bargain with DPA |
e) DPA have the right to change its financial requirements
at any time. |
| 3 |
RETURNS & REPLACEMENTS
a) Notification of claims for adjustment on short or
otherwise unsatisfactory goods due to fault of DPA must be made
to DPA within five days of delivery date otherwise goods will be
deemed to have been accepted by buyer. In such situations, DPA shall
have the right to examine the applicable goods and delivery records
at the Buyers location.
b) Defective goods will be accepted for replacement or credit
only with prior authorisation from DPA. Goods returned are not to
exceed quantity authorised. Credit will be issued only after goods
are inspected and approved and will be based on Buyer's cost for
the goods in question, less any costs such as handling, transport
and repackaging as deemed by DPA. Charges: Current charges for seating are £15 collection and re-stocking fee per carton and £25 per desking/workstation unit. (As of August 8 2007).
c) PROOF OF DELIVERY REQUESTS MUST BE MADE IN WRITING within
90 days of order. DPA will not supply signature proof of delivery
details after this time, and are not accountable for any losses
or damages reported outside of our specified time requirements. |
| 4 |
DISCLAIMER OF IMPLIED WARRANTIES & LIMITATIONS
ON DAMAGE
a) DPA's aggregate liability, if any, to buyer whether for
negligence, breach of contract, misrepresentation or otherwise shall
not in any circumstances exceed those costs of the defective goods
which gave rise to such liability in the respect of any occurrence
or series of occurrences.
b) Subject to this condition 4:
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| i. |
All conditions and representations
expressed or implied by statute, common law or otherwise
in relation to the goods are hereby excluded save for liability
for death or personal injury caused by negligence. |
| ii. |
DPA shall have no liability for any
indirect or consequential losses or expenses suffered by
the Buyer, howsoever caused, and excluding without limitation
loss of anticipated profits, good will, reputation, business
receipts or contracts or losses or expenses resulting from
third party claims. |
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| 5 |
PRICE CHANGES
DPA shall have the right to reduce or increase prices to Buyer at
any time without prior notice, except with respect to orders, which
have been accepted prior to such price modification. |
| 6 |
CHANGES IN PRODUCTS AND POLICIES
a) DPA may at any time, add, change or cease making available
any goods without prior notice to Buyer, and Buyer shall have no
claim against DPA for failure to furnish goods of the type previously
sold.
b) DPA may at any time change warranty without incurring
any liability to Buyer. |
| 7 |
TAXES
Prices stated do not include VAT and any other tax or duties
payable by DPA, which will be added to invoice wherever applicable. |
| 8 |
GENERAL TERMS OF TRANSPORT
a) DPA
may make partial transport of Buyer's orders on account, which transports
may be separately invoiced and shall be paid for when due, without
regard to subsequent transports. Delay in transport or delivery
of any particular instalment or delivery of faulty goods in any
one instalment shall not entitle the Buyer to repudiate the whole
contract nor relieve buyer of his obligation to accept and pay for
the remaining instalments.
b) Risk or loss or damage in transit will be borne by the
party paying freight charges. Any goods received damaged in transit
must be signed for as damaged.
c) DPA shall endeavour to make deliveries within a reasonable
time. HOWEVER, DPA SHALL NOT BE LIABLE TO BUYER FOR ANY DAMAGES,
WHETHER INCIDENTAL , CONSEQUENTIAL OR OTHERWISE FOR FAILURE TO FILL
ORDERS, DELAYS IN DELIVERY OR ANY ERROR IN THE FILLING OF ORDERS.
d) Time of delivery shall not be of the essence in any contract
to which these Terms and Conditions apply and shall not be made
so by the service of any notice.
e) The risk shall pass on delivery to the Buyer. |
| 9 |
TITLE
Notwithstanding delivery and passing of risk, the goods shall
remain the property of DPA until such time as Buyer shall have paid
to DPA the agreed price in full (together with any accrued interest)
and all other amounts owed by Buyer to DPA in respect of any other
contract for the sale of goods and until such payment the Buyer
shall hold the goods as Baillee on behalf of and in a fiduciary
capacity for DPA and grants to DPA an unrestricted right of access
and entry upon any premises in which the goods may from time to
time be situated. If the Buyer disposes of the goods before title
passes to the Buyer, the Buyer shall be deemed to do so as agent
for DPA and shall hold the proceeds of sale in trust for DPA and
the Buyer hereby assigns to DPA all the Buyers rights and claims
against the Sub-purchaser.
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| 10 |
FORCE MAJEURE
a) DPA shall not be liable
to Buyer for any loss or damage which may be suffered by buyer as
a direct or indirect result of the supply of goods by DPA being
prevented, hindered, delayed, cancelled or rendered uneconomical
by reasons of circumstance or events beyond reasonable control ("force
majeure circumstances") including, but not limited to strikes, lockouts,
labour disputes, acts of God, war, riot, civil commotion, malicious
damage, compliance with any law or Government order, rule, regulation
or direction, accident, breakdown of plant or machinery, fire, flood,
storm, difficulty or increased expense in obtaining workers, material
or transport or other circumstances affecting the supply of the
goods or of raw materials by DPA's normal means or the delivery
of goods by route or means of delivery.
b) In force
majeure circumstances DPA may at its sole discretion terminate any
contract for the supply of goods pursuant to the Terms and Conditions
or cancel any delivery of goods to Buyer of may, with the agreement
of the Buyer deliver goods at an agreed rate of delivery commencing
after any suspension of deliveries.
c) If due to force
majeure circumstances DPA has insufficient stocks to meet all of
its commitments, DPA may apportion available stocks between its
customers at its sole discretion. |
| 11 |
LIEN
DPA shall be entitled to a general lien on all goods and property
owned by the Buyer in DPA's possession (although the Buyer may have
paid the same in full) in satisfaction of the whole or part as the
case may be of the unpaid price of any goods sold and delivered
to Buyer under contract. DPA shall be entitled to offset any sum
or sums owing by it to the Buyer against any sums owed by the buyer
to DPA. |
| 12 |
SEVERABILITY
If any of these Terms and Conditions is held to be invalid, illegal
or unenforceable in any respect, whether in whole or part, such
invalidity, illegality or unenforceability shall not prejudice the
effectiveness of the rest of the Terms and Conditions or the remainder
of any part of a Term and Condition affected. |
| 13 |
WAIVER No waiver by DPA of any breach of contract by the
Buyer shall be considered as a waiver of any subsequent breach of
the same or any other provision. |
| 14 |
GOVERNING LAW
Any contract to which these terms and conditions apply shall
be governed by, and construed in accordance with, English Law and
the Buyer submits to the jurisdiction of the English Courts. |
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