Terms Of Sale

GENERAL

The following are the terms and conditions of Davroc Limited. (Hereinafter “the Sellers”). All quotations, contracts and orders are made and accepted only upon these conditions unless expressly varied in writing by the Sellers; no modification, variation or amendment of these conditions by the Buyer whether in writing or otherwise shall have any effect.

a)	The Buyer should make his own independent enquiries as to the suitability of the goods for any specific use or purpose.
b)	Any advice or recommendation given by the Sellers or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the goods, which is not confirmed in writing by the Sellers, is followed or acted upon entirely at the Buyer’s own risk, and accordingly, the Sellers shall not be liable for any such advice or recommendation which is not so confirmed.
c)	Any typographical, clerical or other error of omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Sellers shall be subject to correction without any liability on the part of the Sellers.

2.	VALIDITY OF QUOTATION
	Unless otherwise stated or previously withdrawn, every quotation is open for acceptance within thirty days only from its date and, if required by the Sellers is subject to approval of the Buyers credit. Acceptance is subject to material being unsold at the date of receipt thereof.

CANCELLATION

a)	The contract or order can only be cancelled by the Buyer with the written consent of the Sellers which if given shall be deemed to be on the express condition that the buyer shall indemnify the Sellers against loss damage claim or actions arising out of such a cancellation unless otherwise agreed in writing.
b)	In the event of the Buyer not having paid for any previous order or delivery in accordance with the Sellers settlement terms the Sellers may at its option cancel outstanding deliveries or orders.
c)	In the event of the Buyer entering into liquidation whether compulsory or voluntary (except for the purpose of reconstruction or amalgamation) or if the Buyer shall become subject to bankruptcy laws or make an arrangement, agreement or composition with his or their creditors the Sellers may at its option cancel any further deliveries.
d)	In the event of the Sellers exercising its option under (b) and (c) this does not relieve the Buyer of any ability or obligation he had under this contract.

DELIVERY, TITLE & RISK

a)	Any stated delivery date period or rate shall not be of the essence of the contract but is given as a guide only and the Sellers do not accept responsibility for loss or damage resulting from delay, howsoever arising.
b)	If for any reason the Buyer is unable to accept delivery of the goods at the time when the goods are due and ready for delivery the Sellers shall, if its storage facilities permit, store the goods and the Buyer shall be liable to the Sellers for the reasonable cost (including insurance) of its so doing. This provision shall be without prejudice to any other claim which the Sellers may make in respect of the Buyers failure to take delivery at the appropriate date.
c)	Delivery in England and Wales is ex-Works Carriage Charged. Unless orders exceed a certain value which may from time to time be decided by the Sellers in which event method of carriage is at the Sellers option and any special requirement of the Buyer will be changed. Export, unless otherwise agreed with take place F.O.B ex the Sellers works. All packaging, duty and associated costs will be charged to the Buyer.
d)	The risk of the goods shall pass to the Buyer at the point of delivery specified in the order or the address specified in the delivery note.
e)	Notwithstanding delivery and the passing of risk, the property in the goods shall remain in the Sellers unit until the Buyer has paid all monies owed by it to the Sellers under this or any other contract or otherwise.
f)	If any of the goods supplied by the Sellers are processed into, incorporated in, used as materials for, or mixed with other goods or materials prior to such payment the property (but not the risk) in the whole of such other goods or materials shall pass to the Sellers at the moment of such processing incorporation use of admixture and shall remain with the Sellers until all such monies are paid.
g)	Until such full payment is made the Buyer shall hold all goods and materials the property in which is vested in the Sellers by virtue of sub-Clauses and hereof upon trust for the Sellers and if the Sellers so requires, the Buyer shall store such goods and materials at no cost to the Sellers so that they are clearly identified as belonging to the Sellers. If any payment is overdue the Sellers shall be entitled (without prejudice to any of its other rights and remedies) to recover and resell any or all of such goods or materials or document of title thereto and the Buyer hereby authorizes the Sellers to enter upon the Buyers premises for that purpose.
h)	The Buyer has the right to sell in the ordinary course of his or their business for the account of the Sellers any goods or materials the property in which is vested in the Sellers virtue of this Clause. In such event the Sellers shall be entitled, and the Buyer hereby expressly agrees he or they shall be under a fiduciary duty, to account to the Sellers for the proceeds of such sale to the extent that any monies are owed by the Buyer to the Sellers. In addition, the Sellers shall be entitled to make a claim directly against the Buyer’s client for any purchase monies unpaid by the client provided that the Sellers shall return to the Buyer any monies recovered in excess of the amount then owed by the Buyer to the Sellers together with costs and expenses involved in making such a claim.

NOTIFICATION OF CLAIMS

a)	Claims on account of damage to, or partial loss of goods in transit must be made to the Sellers and notified to the carrier in writing within two days of delivery.
b)	Claims for non-delivery must be advised within three days from advice of dispatch.

TERMS OF PAYMENTS

All invoices shall become due for payment on or before the last day of the ensuing month after delivery of the goods. In the event of any invoice remaining unpaid after that time the Sellers shall be entitled to recover interest upon the outstanding balance at the rate of 8% above the base lending rate of Lloyds TSB Bank Plc, in accordance to the Late Payment of Commercial Debts (Interest) Act 1998. Debit notes will not be accepted in any circumstances.

WARRANTIES INSPECTION AND LIMITATIONS OF LIABILITY

a)	The Sellers goods are supplied without any warranty condition or guarantee expressed or implied that they are suitable for the use under any special conditions or for any particular purpose or as to the quality or suitability for any particular purpose, even though that purpose may have been known by the Sellers.
b)	All warranties conditions and statements express or implied, statutory or otherwise are excluded.
c)	) The Sellers liability (if any) for direct loss or damage resulting to the Buyer from any defect in the goods shall be limited to the purchase price of the goods in respect of which such loss of damage is claimed.
d)	The Sellers under no circumstances accepts liability for any consequential loss or damage arising in the connection with any goods, material, or service supplied by the Sellers.
e)	The Sellers do not accept any liability whatsoever for damage or loss arising in the Sellers opinion from incorrect or faulty installation, servicing, misuse, neglect, abnormal conditions of working, failure to store in proper conditions or failure to observe the Sellers operating instructions.
f)	Any claim by the Buyer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Sellers within three days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection at the time of delivery) within fourteen days. If delivery is not refused, and the Buyer does not notify the Sellers accordingly, the Buyer shall not be entitled to reject the Goods and the Sellers shall no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
g)	Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to the Sellers in accordance with the Conditions, the Sellers shall be entitled to replace the goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Sellers shall have no further liability to the Buyer.

8.	PRICE VARIATION
	Prices given in quotations when accepting orders or at any time are subject to variation and any orders accepted shall be subject to the express conditions that prices ruling at the time of dispatch or the order of any part thereof shall apply.

RETURNED GOODS

Any goods supplied to the special requirements of the Buyer which is outside the Sellers normal range as set out in its catalogue the Buyer shall in no circumstances be entitled to return any such goods for credit.

Goods returned with the Sellers prior written approval will only be accepted if

i)	Properly packed in original packaging
ii)	In the same condition as dispatched
iii)	Within 60 days of date of invoice
iv)	All carriage costs to the Sellers warehouse paid to the Buyer and
v)	May be subject to a deduction of 30% of their invoiced value

10.

TERMINATION FOR INSOLVENCY OR CHANGE IN CONTROL OF THE BUYER

If the Buyer:

a)	Has a receiver or liquidator appointed to any of its property or business undertaking or has a petition for an administration order in respect of its property or business undertaking presented to the High Court; or
b)	Announces that it is ceasing or threatens to cease or trade; or
c)	Suspends or fails to make payment of debts when due or notifies any of its creditors that it is unable to meet its debts or that it is about to suspend payment of its debts; or
d)	Convenes, calls or holds a meeting of creditors; or
e)	Being an individual commits an act of bankruptcy or is adjudicated bankrupt or makes any composition or scheme of arrangement with his creditors; or
f)	Being a body corporate changes control by the majority of the shareholding in the company being bought by a third party.
g)	Being a body corporate convenes, calls or holds any meeting for the purpose of going into liquidation other than for the purpose of reconstruction or amalgamation by the making of an order of the passing of a resolution for winding up, then the provisions of Clauses 10 (h) and 10 (i) shall apply.
h)	Notwithstanding any previous arrangements with the Buyer for deferred payments the full remaining price for any goods delivered by the Sellers shall become immediately due to it.
i)	Without prejudice to any other right or remedy available to the Sellers, the Sellers 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.

11.	CONSUMER RIGHTS
	Nothing in any of the Conditions shall affect the statutory rights of a consumer.

12.

FORCE MAJEURE

The Sellers shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its control, including but not limited to acts of God, strikes, lock outs, industrial action, accidents, war, civil disturbance, terrorist acts or threats of terrorist acts, malicious damage, fire, flood, drought, extreme weather conditions, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, compliance with any law or governmental order, rule, regulation or direction and the Sellers shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Sellers considers unreasonable, it may, without liability on its part, terminate any order or any contract.

13.	RELATIONSHIP BETWEEN THE PARTIES
	Nothing contained in the Contract or the Conditions shall be construed as establishing or implying any partnership or joint venture between the Buyer and the Sellers and nothing in this Contract or the Conditions shall be deemed to construe either of the parties as the agent of the other.

14.	WAIVER
	The failure by either party to enforce at any time or for any period any one or more of the Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Conditions of this Contract.

15.	SEVERABILITY
	If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

16.	NO SEVERABILITY
	The Buyer may not withhold payment of any monies due to the Sellers by reason of any right of set off or counterclaim which the Buyer may have or allege to have or for any reason whatsoever.

17.	ASSIGNMENT AND SUBLETTING
	The contract between the Buyer and Sellers for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Sellers.

18.	THIRD PARTY RIGHTS
	The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract or the Conditions and a person who is not a party to the Contract or the Conditions shall have no right under the Act to enforce any term of the Contract or the Conditions.

19.	GOVERNING LAW AND JURISDICTION
	This Contract and the Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.