DX COMMANDER LTD
STANDARD TERMS AND CONDITIONS OF SALE
In these Conditions, the following definitions apply:
Business Day: Monday to Friday excluding Bank Holidays or Holidays notified on our website
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions
Customer: the person or firm who purchases the Goods from the Supplier
Force Majeure Event: has the meaning given in Clause 10
Goods: the Goods (or any part of them) set out in the Order
Order: the Customer’s order for the Goods, as set out in the Customer’s order
Specification: any specification for the Goods, including any related plans and drawings that is agreed by the Customer and the Supplier
Supplier: DX Commander Ltd company registration number 10987855 registered September 2017.
2 BASIS OF CONTRACT
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete, accurate and that the proposed product meets their requirement.
2.3 The Contract constitutes the entire agreement between the two parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 Any drawings, descriptive matter or advertising produced by the Supplier are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 Any quotation for Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 days from it’s date of issue.
3.1 The Goods are described on the Supplier’s website and datasheets as modified by any applicable Specification.
3.2 The Supplier reserves the right to amend the specification of the Goods.
4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers and the type and quantity of the Goods.
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing.
4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.4 Any dates quoted for delivery are approximate only. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Customer fails to accept delivery oof the Goods within three (3) Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force majeure Event of the Supplier’s failure to comply with its obligations under the Contract: delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the goods were ready for delivery.
4.7 If ten (10) Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery, the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.
4.8 It is the duty of the Customer to comply with import regulations and foreign exchange controls that may in the future impede or prevent performance of the Contract. Any such impediment or prevention shall no frustrate this Contract.
5.1 The Supplier warrants that on delivery and for a period of 12 months from the date of delivery (warranty period), the Good shall:
a) conform in all material respects with their description OR the Specification;
b) be free from material defects in design, material and workmanship.
5.2 Subject to clause 5.3, if:
a) the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
b) the Supplier is given a reasonable opportunity of examining such Goods; and
c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Supplier’s cost, the Supplier shall replace the defective Goods or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:
a) the customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation use and maintenance of the Goods;
c) the Customer alters or repairs such Goods without the written consent of the Supplier;
d) the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions.
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6 TITLE AND RISK
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives paying in full (funds cleared) for the Goods.
7 PRICE AND PAYMENT
7.1 The price of the Goods shall be the price agreed between the Customer and Supplier as set out in the Supplier’s published price list in force as at the date of order. The Supplier will not be bound by any clerical or arithmetical error occurring in any invoice issued to the Customer.
7.2 The price of the Goods is exclusive of the costs and charges of insurance and transport of the Goods, which shall be invoiced to the Customer.
7.3 The Customer must pay the agreed price in full (cleared funds) before order is accepted by the Supplier and then dispatched.
8 FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters, or extreme adverse weather conditions or default of suppliers or subcontractors.
9.1 Third Party Rights – A person who is not a party to the Contract shall not have any rights to enforce its terms
9.2 Variation – Except as set out in these Conditions, no variation of the Contract including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.
9.3 Governing Law – The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
9.4 Jurisdiction – Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).