Trade - Terms and Conditions
Dunoon Ceramics Limited
Conditions of sale
Contractual conditions, existence of contracts and contract amendments
These conditions shall be incorporated in all contracts for the sale of goods by DUNOON CERAMICS LIMITED (‘the Company’) to the exclusion of any terms or conditions referred to by the customer but no contract shall come into existence until the Company has given its written acknowledgement of the customer’s order.
No amendment of or representation in connection with any contract shall bind the Company unless confirmed by it in writing.
Prices and Payment
Unless otherwise stated the Company’s prices are those in its price lists in force at the date of despatch of the goods and are ex-works exclusive of carriage and insurance (except to destinations in mainland UK) but inclusive of packaging in certified shipping cartons. VAT will be charged at the rate applicable on the due date together with any other taxes or duties. All invoices unless otherwise therein stated are payable in pounds sterling within 30 days from the date of the invoice without any deduction whatsoever. Interest shall be payable on any overdue amount from the date on which payment was due to that on which it is made (whether before or after judgement) on a daily basis at the rate of 2 per cent per month.
The customer shall also pay all legal and other costs incurred by the Company in recovering any amounts owing from the customer and any goods in which title has been retained by the Company. Such costs shall be due for payment immediately on invoice.
Without prejudice to any other of its rights and notwithstanding any other agreement or arrangement with the customer, the Company shall be entitled by giving written notice to the customer at any time to require the customer to tender the price of the goods in a manner satisfactory to the Company and to refrain from delivering the goods until the price has been so tendered.
If the customer fails to make any payment when and as due or other circumstances entitling the Company to terminate the contract arise then the price of all such goods as have been delivered or manufactured for any order of the customer shall forthwith thereupon become immediately due and payable.
Notwithstanding the earlier passing of risk, the title in the goods shall remain with the Company and not pass to the customer (who shall, nevertheless, subject to the conditions stated below, be entitled to resell them as principal only, in the ordinary course of business) until the Company has received in cash or cleared funds payment in full of the price of the goods and of all other debts for any other goods or services then or subsequently owed to it by the customer on any account.
Until title passes the customer shall hold the goods as bailee for the Company and ensure that they are at all times clearly identified as the property of the Company who shall, without prejudice to any other remedy, be entitled to remain an action for the price of the goods although title in them has not passed to the customer and the Company shall be entitled at any time on demand to repossess and sell all or any of the goods and thereby terminate (without any liability to the customer) the customer’s right to use or sell them and to enter any premises where the goods are located for the purpose of inspecting or repossessing them.
The Company transfers to the customer only such title and rights of use as the Company has in any goods and in the case of material purchased from a third party shall transfer only such title and rights as that party had and has transferred to the Company.
Delivery and Risk
Risk in the goods shall pass to the customer when the Company makes them available to the customer or the carrier appointed by the Company or the customer at the Company’s premises or other delivery point stated in the order acknowledgement.
The Company will endeavour to meet times advised for delivery but will not be liable for any loss, damage or expense of whatever kind arising from any delay or failure in delivery from any cause whatsoever nor shall such failure or delay entitle the customer to refuse to accept any delivery or repudiate any contract.
The Company reserves the right to substitute any goods which for any reason whatsoever are not available at the intended date of despatch with goods of similar style.
The Company may deliver 10 per cent more or less than the quantity of any goods the subject of special orders and invoice the customer at the contract rate for the goods actually despatched which shall be accepted by the customer in full satisfaction of the contract.
If the customer fails to take delivery of any goods on the due date or provide adequate delivery instructions the Company may store the goods at the risk of the customer who shall pay all storage, transportation, handling or other charges incurred by the Company as a result of such failure and the Company shall be entitled to payment as though delivery had taken place.
Losses in Transit etc.
The Company will within a reasonable period at its option replace free of charge at the original point of delivery or give credit for the invoice value of any goods sold by the Company which the customer proves to the Company’s satisfaction were damaged or lost prior to delivery or were at the time of their delivery defective in materials or workmanship or not in conformity with their description.
No claim for any such goods will be considered unless the customer has given written notification of the alleged damage, loss, defect or non-conformity to the Company and where applicable any carrier; in the case of damaged or short delivered goods within 3 days from the date of receipt; or in the case of loss of a whole consignment within 10 days of the date of the earlier of the Company’s invoice or advice of despatch; in the case of defective goods or goods not in conformity with their description within 14 days from the date of receipt.
Unless otherwise stated the Company will have no liability for the loss of or damage to any goods consigned to a destination outside the United Kingdom after despatch by the Company and the customer should arrange its own insurance, if required.
Extent of Liability
Except to the extent stated in these conditions the Company shall have no obligation, duty or liability in contract, tort (including negligence or breach of statutory duty) or otherwise under or in connection with any contract.
Without prejudice to the generality of the condition above the Company shall under no circumstances have any responsibility or liability of whatsoever kind for, any life or wear of any goods or their suitability for any particular purpose or use under specific conditions, whether or not the customer’s requirements were known or made known to the Company; any description or illustrations contained in the Company’s catalogues, price lists or other materials which are intended merely to represent a general idea of the goods described in them and shall not form part of any contract; any claim in respect of which the customer has failed to give the Company reasonable opportunity for investigation or has not complied with any request by the Company for the return of any goods carriage paid to the Company; and indirect or consequential loss or damage suffered by the customer under or in connection with any contract including but not limited to loss of profits, business revenue, goodwill or expected savings, wasted time or expenditure or any claim by any person.
The Company’s liability in connection with any goods shall in no circumstances exceed their invoice value.
The Company shall be discharged of all liability in respect of any transaction to which these conditions apply, whether in contract, tort (including negligence and breach of statutory duty) or otherwise howsoever unless suit is brought by way of action within 6 months after the date of despatch of the goods from the Company’s premises.
Any condition which conflicts with any material law, regulation or decision shall be curtailed and limited only to the extent necessary to bring it within the legal requirements and shall otherwise continue in full force and effect.
The acceptance of any cancellation requested by the customer shall be at the Company’s discretion and take effect only when written confirmation of such acceptance has been given by the Company which reserves the right to charge for any costs or expenses which it incurs in connection with such cancellation.
The customer shall indemnify and hold harmless the Company against all claims, losses, damages, liabilities, costs and expenses of whatever kind incurred by the Company in connection with any infringement or alleged infringement of the rights of any third party claimed under or in relation to any patent, registered design, trade mark, copyright or breach of confidence arising from the Company’s use of any design or specification provided by the customer.
The Company shall not be liable for any delay or other failure to perform the whole or any part of the contract resulting from any cause whatsoever beyond the Company’s control including but not limited to fire, explosion, breakdown or failure of plant or machinery, lack or failure of transportation facilities, supply of labour, materials, power or supplies, strike, lockout or labour dispute (whether or not at the Company’s premises), illness, epidemic, flood, drought, war, civil commotion, or restriction of any authority or governmental agency (including restrictions or delays in the issue of export or other licences).
If the customer fails to make any payment when and as due or otherwise defaults in any of its obligations under any contract or other agreement with the Company, becomes insolvent, commits any act of bankruptcy, has a receiver or administrator appointed for all or any part of its business, enters into liquidation, whether compulsory or voluntary, compounds with its creditors orsuffers any similar action in consequence of debt or the Company bona fide believes that any of such events may occur, the Company shall, without prejudice to any other remedy, be entitled at its discretion by giving the customer written notice at any time, to forthwith suspend its performance of or terminate such contract.
Law, Jurisdiction and Construction
The contract shall be governed by English law and the customer consents to the exclusive jurisdiction of the English courts in all matters regarding such contracts except to the extent the Company invokes the jurisdiction of the courts of any other country.
Any notice to be given under any contract shall be in writing and facsimilied or forwarded by first class pre-paid letter post to the receiving party at its business address as last notified in writing to the other party and shall be deemed to have been given on the date of the facsimile or the day after the posting as the case may be.
NOTE: The Company reserves the right to alter the specifications and designs of its goods and its price lists and conditions of sale at any time without prior notice.