“Person” means the person who buys or agrees to buy the Products from the Seller (Dingle Start Ltd t/a DS Video).
“Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
“Delivery date” means the date specified by the Seller when the Products are to be delivered.
“Products” means those goods specified.
“Price” means the price for the products excluding carriage, packing, insurance and VAT.
“Seller” means Dingle Star Ltd t/a DS Video
2. CONDITIONS APPLICABLE
The Seller shall sell and the Buyer shall purchase the products tin accordance with any quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller subject in either case to these conditions, which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotations is accepted or purported to be accepted, or any such order is made or is purported to be made by the Buyer.
Any Variation of these conditions, (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller, acting by its Managing Director or some other person authorised in writing by
Any typographical, clerical or other error or omission in any sales literature, web page, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller
If any provision of these conditions is adjudged invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of those provisions in question shall not be affected.
Notwithstanding any other provision contained herein, title to any and all goods supplied by the Seller to the Buyer shall not pass until payment in full, in cleared funds, has been made by the Buyer to the Seller in respect of any and all goods supplied by the Seller to the Buyer and all monies due to the Seller by the Buyer under any account whatsoever have been paid in full, in cleared funds.
3. THE PRICE AND PAYMENT
Save as provided otherwise herein the Price shall be that as stipulated in the Seller’s published price list current at the date of order of the Products. VAT shall be due at the rate ruling the date of the Seller’s invoice Any event of any increase in the cost to the Seller of raw materials, labour, overheads, or any increase in taxes or duties, or any variation in exchange rate the Seller may increase the price payable under the contract upon written notice.
Payment of the price and VAT, shall be due subject to agreed terms. The buyer shall make payment in full within 30 days following the issue of an invoice unless agreed otherwise. Time for payment shall be of the essence. The buyer will pay the price in full without discount (except any discount allowed by these terms) deductions, set off or abatement of any ground, The seller.
Delivery and shipping of the Products shall be classed as a separate contract bound by these Conditions.
Deposits paid by the Buyer to the Seller are non-refundable, Should the Buyer cancel the order on which a deposit has been paid the Seller has the right to not make a refund of any deposits.
Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 5% above Barclays Bank plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.
DS Video reserves the right to defer without penalty delivery of any equipment which has been ordered by the customer so long as any amounts remain overdue for payment or any credit limit is exceeded.
4. THE PRODUCTS
The quantity and description of the Products shall be set out in the Seller’s quotation/sales order/invoice
The Seller may make any changes in the specification of the Products which do not materially affect their quality or performance required to conform with any applicable statutory requirements where the Products are supplied to the Seller’s specification.
No order which has been accepted by the Seller may be cancelled by the Buyer save with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, changes and expenses reasonably incurred by the Seller as a result of cancellation.
5. WARRANTIES AND LIABILITY
The Seller warrants that products sold as New will be free from defects in materials and workmanship for a period of 30 cays from the delivery date (‘The Warranty Period’). If the Buyer returns to the Seller any Products which the Buyer claims are in breach of this Warranty not later than the expiry of the warranty Period and in accordance with clause 4.
Manufacturers warranty periods may be longer than The Warranty Period and in these instances the Seller shall make its best endeavours to assist the Buyer with the arrangements for manufacturer’s warranty.
The Seller shall at its own expense and within a reasonable time of receiving those products reasonably investigate the Buyers claim and the Seller may repair or at its option replace the Product or such parts of the Products as are defective.
The Buyer shall be responsible for the cost of safe and secure transport of the defective products to the Seller.
Upon returning Products the Buyer shall quote a return number (obtained by the Buyer from the Seller in advance of returning the Products) on the outside of the packaging and provide a written description of the defect which the Buyer claim is covered by the Warranty as well as include the original invoice or receipt issued by the Seller for those Products. If the Buyer fails to comply with this procedure the Seller shall have no obligation to consider the Buyer’s claim for breach of the Warranty and may make a handing charge for any Warranty claims which are considered.
The Warranty contained in clause 5.1 is continued on the proper use of the Products by the Buyer and does not cover any part of the Products which has been modified without the Seller’s prior written consent, or which has been subjected to unusual physical or electrical stress or on which the original identification marks have been removed or a tered, or where such repair’s required as a result of causes other than ordinary use including without limitation accident, hazard, misuse of failure or fluctuation of electrical power, air conditioning, humidity control, transportation or other causes other than ordinary use.
All other warranties, conditions or terms relating to fitness for purpose, satisfactory quality or conditions of the products whether modified by status or common law or otherwise are excluded to the fullest extent of the law.
In any event and despite anything contained in these conditions, in no circumstances shall the Seller be liable in contract, tort (including negligence or breach of statutory duties) or otherwise howsoever, and whatever the cause thereof, for any increase costs or expenses for any loss of profit, business contracts, revenues or anticipated savings, or for any special indirect or consequential damage of any nature whatsoever.
6. DELIVERY OF THE PRODUCTS
Delivery of the Products shall be made by the Seller utilising at his discretion the most secure and const-effective means possible. All shipments shall be to the Buyer’s credit/charge card billing address. Charges for delivery to the UK mainland shall be bases or charges by the Sellers carriers for the appropriate weight of the Products plus any reasonable amount determined by the Seller for packaging and labour costs.
The Seller shall use its reasonable endeavour to meet any date stated for delivery.
The Seller shall not be liable for any delay in delivery howsoever caused.
Delivery shall be treated as a separate contract governed by these Conditions.
7. ACCEPTANCE OF THE PRODUCTS
The Buyers shall be deemed to have accepted the Products after 1 working day of delivery to the Buyer.
After acceptance the Buyer shall not be entitled to reject Products which are not in accordance with the contract.
Transit damage must be reported in writing to the Seller within 24 hours of receipt. Outside this period transit damage will not be acceptable as a reason for rejection.
Returns for credit may attract a testing and re-stocking charge of 25% of the original purchase price of the Products al the Sellers discretion. Any credit refunds made shall be net of the original shopping or delivery charges and any testing and re-stocking charges.
8. TITLE AND RISK
Risk of damage to or loss of the Products shall pass to the Buyer at the time of shipment from the Seller’s premises.
Notwithstanding any other provision herein title in the Products shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full.
They Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of the Seller, but if the Buyer does so all moneys owing to the Seller shall (without prejudice to any other right or remedy on the Seller) immediately become due and payable.
9. REMEDIES OF BUYER
Where the Buyer rejects any Products then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of those Products or the failure by the Seller to supply Products which conform to the contract of sale.
Where the Buyer accepted any Products than the Seller shall have no liability whatever to the Buyer in respect of those Product.
10. INSOLVENCY OF BUYER
This clause applies if:
The Buyer makes any voluntary arrangements 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 purposes of amalgamation or reconstruction) or
A receiver takes possession of any of the property or assets of the Buyer, or
The Buyer ceases, or threatens to cease, to carry on business, or
The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
If the Clause applies then, without prejudice to any other right, or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer, and if the Products have been delivered but not paid for the price shall become immediately due and payable that despite any previous arrangement or agreement to the contrary.
Neither party shall be liable for any delay or failure to perform any of its obligation if they delay or failure results from events or circumstances outside its reasonable control and the party shall be entitles to a reasonable extension of time for the performance of its obligation.
Any notice required or permitted to be given by either party to the other under the conditions shall be in writing addressed to the other party at its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
Each party agrees to treat as conditional and not to divulge to any third party without the prior written consent of the other, details of the other’s business operations, proprietary rights and techniques, contemplated new products and customer lists. This obligation does not relate to information which is or becomes public knowledge through no fault of either party or has been property obtained from a third party lawfully entitled to posses the information.
The headings of the Clauses in these conditions are intended for reference only and will not affect the construction of these conditions.
If the Buyer fails to make any payments in accordance with the terms and provisions hereof the Seller, in addition to its other rights and remedies but not in limitation on thereof at its option may defer shipments or deliveries hereunder or under any other Contract with the Buyer except upon receipt of satisfactory security or of cash before such shipments or deliveries resume.
14. CONSEQUENTIAL LOSS
The Seller shall not be liable for any costs claims damages or expenses arising out of any tortuous act or omission or any breach of Contract or statutory duty calculated by reference to profits income or accrual of loss of such profits income production or accruals or by reference to accrual of such costs claims damages or expenses on a time basis, to the fullest extent of the law.
No statement, description, warranty condition or recommendation contained in any catalogue, price list or advertisement or communication or made verbally by any of the Agents or Employees of the Seller shall be constituted to enlarge, way or override in any way thereof any of these conditions.
16. FORCE MAJEURE
The Seller shall be entitled to delay or cancel delivery or to reduce the amount delivered if its prevented from or hindered in or delayed in manufacturing, obtaining or delivering the products by normal routes or means of delivery through circumstances beyond its control including but not limited to strikes, lock outs, accidents, war, fire, reduction in or unavailability of power at the Seller’s premises or its manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from a normal source of supply.
17. ADDITIONAL COSTS
The Buyer agrees to pay for any loss or extra cost incurred by the Seller through the Buyers instructions or lack of instructions or through failure or delay in taking delivery or through any acts or default on the part of the Buyer, its servants, agents or employees.
18. RIGHT OF PARTIAL REJECTION LIMITED
Section 35(A) of the Sale of goods Act 1979 (as amended) shall not apply (there shall be no right to partial rejection.)
19. PROPER LAW OF CONTRACT
This Contract shall be governed by the law of England and Wales and any dispute, question or remedy howsoever arising shall be determined exclusively by the Courts of England and Wales.
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