Terms And Conditions
DISPOSABLE CUBICLE CURTAINS LIMITED
(Registered in Cardiff, Wales: Company No. 5215910
Registered Address: Enterprise Drive, Four Ashes Industrial Estate, Wolverhampton, WV10 7DF
VAT number 840731640)
STANDARD TERMS AND CONDITIONS
1.0 DEFINITIONS: In these terms and conditions, unless the context otherwise requires:
1.1 ‘Buyer” means the person or legal entity who buys or agrees to buy the Products and Services from DCCL;
1.2 ‘Contract” means the contract for sale and purchase of the Products and Services between the Buyer and DCCL and ‘Contracts” shall be construed accordingly;
1.3 ‘DCCL” means Disposable Cubicle Curtains Limited or any subsidiary company
1.4 ‘Products and Services” means the products and/or labour and/or other items and services, which the Buyer agrees to purchase from DCCL pursuant to the Contract (separately the ‘Products” or the ‘Services”).
2.0 CONDITIONS APPLICABLE
2.1 These conditions shall apply to all Contracts for the sale of Products and Services by DCCL to the Buyer and shall prevail over any inconsistent terms or conditions referred to therein or elsewhere (whether verbally or in writing), unless otherwise specifically agreed to in writing by DCCL.
2.2 All orders for Products and Services shall be deemed to be an offer by the Buyer to purchase Products and Services pursuant to these conditions.
2.3 Acceptance of delivery of the Products and Services shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.
2.4 Any variation to these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless specifically agreed to in writing by DCCL.
3.0 DELIVERY
3.1 Any delivery or installation date in the Contract is given in good faith. Delay shall not be a breach of term, condition or warranty, whether express or implied. Neither shall the Buyer be entitled to cancel any Contract or be entitled to any rights to damages, whether liquidated or non-liquidated, or compensation for any loss by reason of or in consequence of such delay.
3.2 Delivery shall be ex-works and at the Buyer’s premises. Carriage relating to the Products will be arranged by DCCL unless otherwise agreed with the Buyer in writing. DCCL will charge the Buyer for such delivery at the rate determined by DCCL from time to time as standard delivery charges or as specifically agreed in writing between the parties.
3.3 The Buyer shall inspect and test the Products within 3 days of their delivery and shall give notice in writing of any damage, shortage, deficiency or any other matter where the Products are not in accordance with the Contract. Failure by the Buyer to give notice within the time specified above shall bar any claim whatsoever in respect of the Products, the Products being deemed to have been accepted by the Buyer thereafter.
3.4 DCCL reserves the right to deliver the Products in more than one consignment and to invoice each consignment separately unless otherwise agreed in writing by the parties.
4.0 PRICES
4.1 Unless the prices quoted are stated as fixed, the prices payable for the Products and Services shall be those charged by DCCL at the time of dispatch. Unless otherwise agreed in writing, DCCL shall have the right at any time to revise the quoted prices to take account of increases in costs.
4.2 Quoted prices are ex-works and are exclusive of delivery, packaging and postage unless stated.
5.0 TERMS OF PAYMENT
5.1 Subject to condition 5.4 below, payment of invoices shall, unless otherwise agreed in writing, be made in full without any deduction or set-off within 30 calendar days of the date of the invoice.
5.2 Any extension of credit allowed to the Buyer may be changed or withdrawn at any time.
5.3 DCCL shall have the right to charge interest on overdue accounts either (1) at the HSBC Bank PLC base rate (the ‘base rate”), plus 8 per cent where such base rate is under 5 per cent, and 5 per cent above the base rate where that base rate is over 5 per cent, or (2) pursuant to the Late Payment of Commercial Debts (Interest) Act, whichever of (1) or (2) is the higher, accruing daily, to run from the due date for payment thereof until receipt by DCCL of the full amount whether before or after judgement.
5.4 Should the credit worthiness of the Buyer have deteriorated prior to delivery, DCCL may require full or partial payment, or the security for payment by the Buyer in a form acceptable to DCCL, prior to such delivery being completed.
5.5 Buyers who are part of the National Health Service (‘NHS”) of the United Kingdom, whether an individual facility, NHS Hospitals Trust, Primary Care Trust, Foundation Trust, Health or Special Services Trust, Mental Health Trust or any other such Trust, GP Practice, Diagnostic Treatment Centre or other such NHS organisation agree that they will also abide by the codes of practice and payment, applied generally within the NHS and by H.M. Government.
5.6 Where the Buyer is resident outside of the United Kingdom, unless otherwise agreed by DCCL, the price of the Products and Services shall be secured by an irrevocable letter of credit, confirmed by a United Kingdom bank acceptable to DCCL.
6.0 CANCELLATION AND RETURNED PRODUCTS
6.1 No cancellation or amendment of an order will be accepted where Products and Services have been specifically ordered or purchased by DCCL to meet the Buyer’s requirement.
6.2 Except in accordance with condition 9, returns of Products are not permitted without DCCL’s previous consent in writing. If DCCL agrees to accept the returns, the Products must be returned at the Buyer’s expense in original condition within 14 days of having been delivered to the Buyer and, without prejudice to such consent being required at all times, the Buyer must always comply with condition 3.3.
6.3 The charge for such returns shall be an appropriate carriage/courier charge plus a minimum re-stocking charge of £50.00 together with VAT thereon if applicable.
7.0 PROPERTY
7.1 The Products remain the sole and absolute property of DCCL, until full payment of the agreed price has been received in cleared funds by DCCL.
7.2 Until such payment, the Buyer shall be in possession of the Products solely as bailee for DCCL and in a fiduciary capacity and the Buyer shall store the Products in such a way as to enable them to be identified as the property of DCCL.
8.0 INSURANCE
Risk in and the insurance of the Products becomes the liability of the Buyer as soon as the Products are delivered at the premises of the Buyer or at such premises as the Buyer shall have notified DCCL to deliver the Products.
9.0 LIABILITY
9.1 DCCL shall not be liable for any shortage in the quantity of Products delivered or failure in quality or to comply with any specification or defect in the Products, unless a claim in writing shall have been received from the Buyer within 14 days of delivery of the Products. Where liability for any shortage is accepted, DCCL’s only obligation shall be to make good such shortage.
9.2 In the event of a failure in quality to comply with any specification or any defect in the Products, DCCL shall replace or repair the Products free of charge provided written notice is given to DCCL within 14 days of delivery of the Products, after which all liability on DCCL’s part shall cease.
9.3 DCCL shall not be under any liability unless DCCL is satisfied that the Products supplied have been in proper use and/or storage and that any defects arise solely from faulty design (other than a design made, furnished or specified by the Customer for which DCCL has disclaimed responsibility in writing), materials or workmanship.
9.4 Any Products claimed to be defective and failing to comply with any specification shall be returned to DCCL in the first instance at the expense of the Customer subject to re-imbursement in full by DCCL if such Products do require repair or replacement.
9.5 Any repaired or replacement Products shall be delivered to the Customer to the original place of delivery, but otherwise subject to the provisions of these terms and conditions.
9.6 As an alternative to replacement or repair, DCCL shall, in its absolute discretion, be entitled to return any payment to the Customer if the Customer has already made payment when the claimed defect or need for replacement or repair is notified by the Customer to DCCL.
9.7 DCCL’s aggregate liability to the Buyer for any reason shall under no circumstances exceed the costs of the defective, damaged or undelivered Products which gave rise to such liability, as determined by the net price invoiced in respect of any occurrence or series of occurrences.
9.8 Subject to the foregoing, all conditions, warranties or representations expressed or implied by statute, common law or otherwise in relation to the Products and Services are hereby excluded. Furthermore, DCCL shall be under no liability to the Buyer for any loss, damage or injury, direct or indirect, resulting from defective material, faulty workmanship or otherwise however arising out of the Contract, and whether or not caused by the negligence of DCCL, its servants or agents, save that DCCL shall accept liability for death or personal injury caused by the judicially determined gross negligence of DCCL.
10.0 FORCE MAJEURE
10.1 DCCL shall not be liable to the Buyer for any loss or damage, which may be suffered as a direct or indirect result of the supply or provision of the Products and Services by DCCL being prevented, hindered or delayed by reason of any Force Majeure circumstances.
10.2 For the purpose of this condition, ‘Force Majeure” shall be deemed to include any cause affecting the performance of the Contract arising from or attributable to acts, events or circumstances beyond the reasonable control of DCCL and in particular, without limiting the generality thereof, shall include, industrial action, civil commotion, riot, invasion, war threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural physical disaster, and acts or restrains of Government.
11.0 TERMINATION
DCCL may stop any Products in transit and suspend any further deliveries or Services and by notice in writing to the Buyer may forthwith terminate the Contract (without prejudice to the provisions of condition 5.3 and to any existing claim):
(i) if the Buyer enters into a deed of arrangement, commits an act of bankruptcy, compounds with its creditors or if a receiving order is made against it (being a company), it shall pass a resolution or the court shall make an order that the Buyer shall be wound up (otherwise than for the purposes of amalgamation or structuring);
(ii) if a receiver shall be appointed over any of the assets or undertakings of the Buyer;
(iii) if circumstances shall arise which entitle the court or a creditor to appoint a receiver or manager or which entitle the court to make a winding-up order; and
(iv) if the Buyer takes or suffers any similar action in consequences of debt, commits any breach of any part of these conditions or the Contract or any other agreement between DCCL and the Buyer.
12.0 WAIVER
Failure on the part of either party to the Contract to exercise or enforce any rights conferred by the Contract shall not be deemed to be a waiver of any such right nor operate as to bar the exercise or enforcement thereof at any time or times thereafter.
13.0 NOTICES
Any notice required to be given herein in writing shall be deemed to have been duly given if sent by pre-paid first-class post, fax or email addressed to the party concerned at its principal place of business or last known address.
14.0 GOVERNING LAW
The Contract and these conditions shall be governed by and construed and interpreted in accordance with English law and for settlement of any disputes arising out of or in connection with the Contract and/or these conditions the parties hereby submit to the exclusive jurisdiction of the English Courts.