Terms and Conditions
We offer goods and accept orders only upon and subject to the following terms and conditions which shall form part of any Contract concluded between us to the exclusion of any other terms and conditions except as specified on the face of our acceptance of an order or as otherwise agreed in writing.
Within these conditions ‘us’, ‘we’ and The Company shall refer to DEBEN GROUP INDUSTRIES LTD, Avocet House, Wilford Bridge Road, Melton, Woodbridge, Suffolk IP12 1RB, England.
1.1 All offers of our goods are subject to the following:
1.1.1. Our acceptance within 30 days after the date of your order.
1.1.2. Availability of the goods at the date of receipt of your written order.
1.1.3. Our right to correct errors and omissions in our catalogue or offer within 7 days of receiving your written order.
1.2 Your order must be for goods offered by us. Drawings, dimensions and weights submitted must be taken as approximate only and do not form part of the contract unless so stated in our catalogue or offer document.
1.3 All extras and accessories ordered but not specified in our catalogue or offer document will be charged separately, as will the costs of test, alterations and other work undertaken at the Buyers request.
1.4 Special conditions attached to orders are not binding unless accepted by the Company in writing. Any special conditions so accepted apply only to the transaction concerned unless otherwise expressly agreed in writing.
1.5 These conditions shall not be varied unless agreed in writing between by one of the Company’s directors.
1.6 The Company’s employees or agents are not authorised to make any representations concerning goods unless confirmed in writing by one of the Company’s directors.
2.1 We warrant that the goods will at the time of delivery correspond to the description given by us. Except where the Buyer is dealing as a consumer all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the goods and whether implied by statute or common law or otherwise are excluded.
2.2 The guarantee contained in this condition does not affect the buyer’s statutory rights.
3. CHANGES IN SPECIFICATION
3.1 We reserve the right to change at any time and without notice the materials, dimensions of design of the goods so long as such change does not materially affect their performance and such changes shall not affect the validity of any Contract between us and the Buyer.
4.1 Unless otherwise stated, all prices quoted are for goods ex our works. Packing and carriage costs will be charged as extras to the Buyers account.
4.2 All prices quoted are subject to alteration without notice to take account of fluctuations or of alterations in Import Duty or Exchange Rates which may occur between the publication of our catalogue, the date of our offer and the date of our invoice and of any alteration in the rate of Value Added Tax.
4.3 We shall be entitled to adjust the price to take into account of any delay on the part of the Buyer in supplying information required to complete his order or of any alterations made by the Buyer to specification or other information by the Buyer.
4.4 Where applicable Value Added Tax will be added to the prices determined in accordance with this condition and will be payable by the Buyer.
5.1 The Company shall be entitled to invoice the Buyer for the price of the goods on or at any time after delivery of the goods or if the Buyer is to collect the goods at any time after the Company has notified the Buyer that the goods are ready for collection.
5.2 The Buyer shall pay the price of goods without deduction within 30 days of the Company’s invoice (time being of the essence) notwithstanding that delivery may not have taken place and property in the goods has not been passed to the Buyer.
5.3 If the Buyer fails to make payment in accordance with this clause the Company shall be entitled to cancel the contract by written notice to the Buyer or to suspend further deliveries to the Buyer or to charge the Buyer interest on monies unpaid at the rate of 3% per annum above Lloyds Bank Plc base rate from time to time until payment in full is made.
6. TIME FOR DELIVERY
6.1 Dates quoted for delivery of goods are approximate only, and the Company
shall not be liable for any delay in delivery however caused. Time for delivery shall not be of the essence unless previously agreed in writing in accordance with clause 1.5. Time for delivery is to be computed from the date on which both the following conditions are satisfied.
6.1.1. We have received a written Order or Contract from the Buyer and
6.1.2. We have in our possession all the information we require to complete the
6.2 We will use our best endeavours to comply with our quoted delivery dates
but we will not be liable for any loss, damage, injury or expenses either direct or indirect and including but not limited to loss of profits or liability to third parties which may be suffered by the Buyer by reason of late delivery of the goods from whatsoever cause such late delivery may arise.
7.1 Goods sold "ex works" will be despatched in accordance with the Buyers instructions and the risk of such goods will pass to the Buyer from time of loading at our Works.
7.2 Goods sold "delivered" will be despatched by whatever means of transport we choose unless a specific method of transport has previously been agreed in writing. The risk of the goods will pass to the Buyer when they reach the destination named by the Buyer and before unloading.
7.3 Ownership of goods sold by us shall not pass to the Buyer until the Company has received in cash or cleared funds payment in full of the price of goods until such property passes to the Buyer, the Buyer shall hold goods as the Company’s fiduciary agent and bailee and shall keep goods separate from those of the Buyer and properly stored, protected, insured and identified as the Company’s property. Until ownership passes the Buyer shall be entitled to resell or use goods but shall account to the Company for the proceeds of sale of goods (including insurance proceeds) and such proceeds shall be kept separate from other monies or property of the Buyer.
7.4 Until such property in goods passes to the Buyer the Company shall be entitled at any time to require the Buyer to deliver up goods to the Company and if the Buyer fails to do so forthwith on demand to enter upon the Buyer’s premises or a third party’s premises where the goods are stored and repossess the goods.
The Company reserves the Copyright in all its drawings, sketches, plans, print and other documents or data. No reproduction thereof shall be made without permission of the Company and neither the drawings nor reproduction thereof shall be transferred to a third party without the permission of the Company.
9. LOSS OR DAMAGE IN TRANSIT
We accept no liability for loss or damage in transit except in the case of goods sold "delivered" and in such case our responsibility will be limited to replacing or repairing the missing or damaged goods, or at our option, refunding the purchase price. In any event no claim will be considered unless both the carriers and ourselves are notified in writing within the following time limits:
9.1 Goods by Rail. In the case of damaged goods within 3 days after receipt and in the case of non-delivery within 21 days after date of despatch as notified by us.
9.2 Goods by Road Transport. In the case of damaged goods, immediately on receipt, and in the case of non-delivery, within 7 days after date of despatch as notified by us.
10. TRADE MARKS
No trademark or name carried on goods supplied by us may be erased or replaced without our consent.
11. INSOLVENCY OF BUYER
11.1 This clause applies if:
11.1.1. the Buyer makes any voluntary arrangement with its creditors or becomes
subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
11.1.2. an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer; or
11.1.3. the Buyer ceases or threatens to cease to carry on business; or
11.1.4. the Company reasonable apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
11.2 If this clause applies then without prejudice to any other right or remedy available to the Company the Company shall be entitled to cancel the Contract or suspend any further deliveries under the contract without any liability to the Buyer and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
12.1 The Company shall not be liable to the Buyer or be deemed to be in breach of any obligation by reason of any delay or failure in performing any obligations in relation to the goods if delay or failure was due to any cause beyond the Company’s reasonable control and without prejudice to the generality of the foregoing the following shall be regarded as such causes.
12.1.1 Act of God, explosion, flood, tempest, fire or accident
12.1.2 War or threat of war, sabotage insurrection, civil disturbance or requisition.
12.1.3 Acts, restrictions, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.
12.1.4 Import or export regulations, embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party).
13 IMPORT LICENCES
Where applicable the Seller will be responsible for obtaining an import licence and for ensuring compliance with all regulation governing the admission of the goods into the country for delivery.
14 GOVERNING LAW
Any contract between us and the Buyer shall be governed in all respects by the Laws of England. The Buyer shall submit to a jurisdiction of the English Courts.
Where a notice is required to be served on us by the Buyer, or on the Buyer by us such notice must be served in writing. Any notice to us shall be sent to us at our Registered Office and any notice to the Buyer shall be sent to the Buyer at the address given by the Buyer in his order or acceptance of our offer. Where in these Conditions a period is specified within which notice is to be given such notice must reach the party to which it is addressed within that period.
No forbearance or indulgence by the Seller shown or granted to the Buyer whatsoever in respect of these Terms or otherwise shall in any way affect or prejudice the rights of the Seller or to be taken as a waiver of any of these terms.