dBD Communications – Sales Terms and Conditions
See our company Terms & Conditions below, if you have any queries feel free to contact us.
‘‘Buyer’’ means the person(s) or company whose order for the goods is accepted by the company.
‘‘Company’’, “us’’ and “we” means dBD Communications & Management Consultancy Ltd.
“Conditions” means these Terms and Conditions.
“Contract” means any contract between the company and the Buyer for the sale and purchase of goods.
“Goods” means any goods supplied or to be supplied by the Company to the Buyer.
“In Writing” or “Written” includes all electronic communications and faxed material.
The sale or provision of all goods and any related services (“Products”) by dBD Communications to the Buyer shall be subject to these terms and conditions and the written quotation (“Quotation”) (together these terms and conditions and the Quotation form the “Contract”) all of which shall prevail over and apply in precedence to any other document, term or condition. These terms and conditions form a part of all Quotations for Products issued by dBD, and Buyer’s issuance of a Contract is expressly limited to acceptance of these terms and conditions; any other additional or differing terms and conditions proposed by the Buyer in any Contract issued for Products or other contractual vehicle issued by Buyer shall be deemed proposals for modification of these terms and conditions, but shall be deemed objected to and of no effect unless expressly agreed-to in writing by an authorized representative of dBD. No Contract shall come into existence unless and until a written acknowledgement of order is issued by dBD. Where there is conflict between any provisions of these terms and conditions and a Quotation, the provisions in the Quotation shall prevail.
3. RESALE OF PRODUCTS
Buyer may not resell any dBD products without prior written agreement authorising buyer to do so. If Buyer resells Products in violation of this provision, dBD reserves the right, in addition to all other remedies, to invoice Buyer for the difference between the price paid by Buyer for the Products, and dBD’s then standard list prices for resales to end users, and Buyer shall be obligated to pay dBD such amounts upon receipt of such invoice.
Quotations represent no obligation until we accept the Buyer’s order. Products and/or Services only available and prices are only valid as stated in a Quotation. a Quotation is valid for 30 (thirty) calendar days from the date of the Quotation unless it is withdrawn or extended in writing. Prices quoted are in GBP Sterling excluding VAT, taxes or duties which will be added at the prevailing rate at time of invoice and can be subject to change or withdrawal without notice. Packing, delivery and insurance are charged extra on an ex-works dBD site Incoterms 2010 basis. No discounts shall apply unless previously agreed by us in writing.
Terms of payment are strictly pro-forma unless a credit account has been established with us. Where a credit account has been established with us, payment must be made for each instalment of Goods delivered within 30 (thirty) calendar days after delivery in the currency specified on the quotation (whether the goods delivered are the whole or only part of the goods delivered) and time of payment of the price shall be of the essence.
The Buyer must raise any dispute relating to an invoice within 15 (fifteen) days of the date of invoice. If the Buyer’s dispute is held valid, dBD shall credit the Buyer the disputed amount.
We reserve the right at our discretion to refuse to establish credit account facilities, and/or to terminate any such credit account facilities already in existence.
If the Buyer fails to pay any sum due to dBD by its due date, the Buyer shall pay to dBD, in addition to such sum or sums due, interest thereon at the prevailing UK Statutory rate for interest on late payment calculated on a daily basis together with any additional costs and expenses incurred by dBD and dBD may at its sole discretion and without liability postpone or cancel all or part of the Contract or any other contract between the Buyer and dBD without prejudice to any other right or remedy which dBD may have against the Buyer in respect of such default
6. CANCELLATIONS AND RETURNS
In the event of the cancellation of an order we reserve the right to charge the Buyer up to 100% for stock held by us pending shipment, up to 100% for items where we cannot cancel delivery from our supplier and up to 50% for the remaining balance. In particular (but without limitation), in the event of cancellation by the Buyer of part only of an order, we shall be entitled to recalculate the price for the un-cancelled part of the order as if it constituted the whole order and to re-invoice the Buyer accordingly.
No returns will be permitted without our prior consent in writing and goods must be returned at the Buyer’s expense in original condition and the original packaging. Only complete pack quantities will be accepted.
Delivery shall be Ex Works dBD Basildon site (Incoterms 2010), unless otherwise specified. Any time or date quoted by us for delivery is given and intended as an estimate only. Whilst every endeavour will be made to meet an estimated time of delivery, we shall not be liable to make good any damage or loss whether arising directly or indirectly out of delay in delivery.
dBD reserve the right to deliver in instalments against any order. No partial shipment or delivery shall constitute a breach by dBD. Risk against loss or damage to all or any of the Products shall transfer from dBD to the Buyer in accordance with the specified Incoterm.
Where applicable, delivery will be subject to receipt by dBD of any necessary export licences, documentation or requirements. In the event these cannot be obtained by dBD, dBD will be entitled to terminate the order with immediate effect without any liability.
Non delivery must be reported immediately in writing to us and to the carrier within 5 working days of the date of dispatch. Where we tender delivery in accordance with the Contract and the Buyer either refuses to accept delivery at that time or subsequently returns the Goods without good cause, he shall be deemed to be in breach of the Contract and we shall be entitled to treat the order or any relevant part of it as cancelled by the Buyer (without prejudice to any other rights we may have).
When delivery is delayed for reasons attributable to the Buyer or his agents, storage and other additional cost will be charged to the Buyer and the Goods will be at the Buyer’s risk from the commencement of such delay. We reserve the right to invoice the Goods at the original delivery date. Buyers outside the UK are responsible at their own expense for obtaining any import license required in the country for which the Goods are destined.
When the Buyer examines the Goods before the delivery is affected he shall have no further right to inspect on arrival other than to notify us of any loss or damage in transit. When the Goods are delivered to the Buyer without any previous examination by him, he shall inspect them immediately on arrival and shall within 10 (ten) working days of such inspection give written notice to us of any matter or reason for which he may allege that the Goods are not in accordance with the Contract. If the Buyer shall fail to give such notice the Goods shall be deemed to be in all respect in accordance with the Contract and the Buyer shall be bound to accept and pay for them accordingly.
9. SAT - Site Acceptance Test
Where installation is required, the seller and buyer will agree a mutually convenient date for commencement of the Site Acceptance Tests. The first Site Acceptance test will be free of Charge. Any further tests will be at a charge of £250 per test.
Unless otherwise agreed the Site Acceptance Tests will be conducted in accordance with Seller's standard test procedures.
If Seller is unable to proceed with Site Acceptance Tests on the due date for commencement thereof due to reasons within the control of Buyer, if the System fails to pass the Site Acceptance Tests due to reasons outside Seller's control, the System shall be deemed to have been taken over and the Site Acceptance Certificate shall be deemed to have been signed by Buyer. In either event the Site Acceptance Tests, or repeats thereof, shall be conducted at a time to be agreed and an additional cost of £250 per day shall be payable by the Buyer.
If during the Site Acceptance Tests any of the System is found not to be in accordance with the Specification, Seller shall promptly make good the defect. Thereafter the Site Acceptance Tests shall be repeated, insofar as is necessary to demonstrate that the System conforms with the Specification.
When the System has passed Site Acceptance Tests, Buyer shall sign Site Acceptance Documentation. The Site Acceptance Documentation may record that the System has passed the Site Acceptance Tests but subject to reservations related to minor defects, which defects will be rectified by Seller at a time to be agreed.
10. FAT – Factory Acceptance Test
The System shall be submitted to the Factory Acceptance Tests before despatch. If Buyer wishes to inspect the Equipment or to witness any tests, such viewing shall be agreed and Seller will give Buyer 7 (seven) days' notice of when the System will be available for the performance of Factory Acceptance Tests.
In the event that Buyer or his representative fail to attend for the Factory Acceptance Tests on the due date, Seller shall be entitled to proceed in their absence and the results of such tests shall be deemed to be in accordance with the Factory Acceptance Test documentation issued by Seller. Such documentation may record that the Factory Acceptance Tests had been carried out in the absence of Buyer or its representative and/or that the System had passed the Factory Acceptance Tests subject to reservations relating to minor defects, which are to be remedied by Seller at a time to be agreed.
If during the Factory Acceptance Tests any of the System is found not to be in accordance with the Specification, Seller shall promptly remedy the defect. Thereafter (save in the case of minor defects not affecting the functionality of the System) the Factory Acceptance Tests shall be repeated, insofar as it is necessary to demonstrate that the System fully conforms to the Specification.
If the Factory Acceptance Tests show that the System meets the Specification and if Buyer or his representative has attended the Factory Acceptance Test, then Buyer or his representative shall sign an Acceptance document accordingly. The Acceptance document may record that the System has passed the Factory Acceptance Tests but subject to reservations to minor defects which will be remedied by Seller at a time to be agreed.
Buyer shall be deemed to have accepted the System upon issue of the test document or, as the case may be, upon signature of the Acceptance document.
Until the Buyer makes payment in full for the Goods (and has made payment of all other amounts due from the Buyer to the Company) he shall at all times keep them in his possession and control and shall not remove them from his premises without our consent and will not see or otherwise dispose of or deal with the Goods. Legal and equitable ownership of the Goods remains with us, notwithstanding delivery thereof to the Buyer, until we have received in cash or cleared funds payment in full of the price of the Goods and all other amounts due from the buyer to the company. Until such time the buyer shall have possession of the Goods the proceeds of the sale thereof will be held by the Buyer as our trustee to the extent of the Buyer’s indebtedness to us. Pending any such sale, the Buyer will be obliged to keep the Goods separate from his own Goods until the property therein passes to the Buyer.
12. PASSING OF RISK
Notwithstanding that the ownership of the goods may remain with us, as from the time of the delivery of the Goods to the Buyer the risk of any loss of damage of the Goods, by any means arising shall be borne by the buyer.
13. MARKS AND NUMBERS
The Buyer shall not remove or otherwise interfere with the marks or numbers on any Goods supplied by us.
If the Buyer makes default in any payment on the due date (time being of the essence) or is otherwise in breach of any of these terms, or if (being an individual) he commits an act of bankruptcy or has a receiving order made against him or (being a company) enters into liquidation (whether compulsory or voluntary) or has a receiver or manager appointed to the whole or any part of its business or undertaking, or if distress or execution is levied or threatened upon any of the Buyer’s property, then in any such case (and without prejudice to any other rights we have) :-
(i) We shall be entitled to repossess and re-sell Goods delivered to the Buyer and not paid for in full and for the purpose of doing so to enter upon the property in which they are situated.
(ii) We shall be entitled to suspend all further deliveries to the Buyer until the default is made good or to refuse to deliver any further goods to the Buyer and to re-sell any further goods ordered by the Buyer whether they are the balance of an order or the whole part of a further order.
(iii) The Buyer shall in any event be liable to make good to us our loss of profit on all such Goods and all costs and expenses of repossession, storage, insurance and sale and to pay to us interest as provided above until actual payment.
15. DEFECTIVE GOODS & WARRANTY
If the goods were manufactured in accordance with the Buyer’s or Manufacturer’s drawings and specifications, but the Goods are defective, we shall be entitled to charge for all additional expenses and costs relating to the re-work of such Goods. We shall be under no liability in respect of any defect or fault in the Goods arising from any drawing, design or specification supplied by the Buyer, nor that arising from wilful damage or misuse or alteration or repair or modification of Goods without our approval. If any Goods are or become faulty or defective by reason only of the use of defective materials or faulty workmanship within the period of warranty from the date of delivery, we will (at our option) either refund the price of such Goods or replace or repair such Goods provided that the Buyer shall have notified us in writing of the fault or defect in the Goods and have returned the faulty or defective Goods to us for inspection within the warranty period from the date of delivery. Such liability is in place of any other conditions or warranties expressed or implied as to the quality or fitness for any purpose of the Goods, and all such conditions and warranties are, to the extent permitted by law. liability to the buyer or to any third party in respect of any loss of or defect in the Goods supplied or in respect of any personal injury or damage or loss of any kind directly or indirectly attributable to faults or defects in such Goods, and the Buyer will indemnify us against any such claims. Under no circumstances will we be liable for any consequential, indirect incidental or special loss or damage including, but not limited to loss of profit, goodwill or opportunity suffered by the buyer. In the event that we are under any liability to the Buyer in respect of the goods, the same shall form a separate cause of action and shall not entitle the Buyer to any setting off and the full amount of all sums payable to us from the Buyer hereunder shall remain due and owing. All products are covered by their respective manufacturers warranty and the Buyer shall subject these to a batch check before use or installation into equipment. Goods returned under this guarantee shall be delivered to our premises at the Buyer’s expense and if found not to be defective (or when the defect is attributable to the Buyer’s design or materials) will be returned to the Buyer at the buyers expense and subject to a testing charge of 15% of the invoice price together with VAT thereon if applicable.
The Goods shall not be considered defective unless:
(i) They are not in accordance with the Buyer’s specification where this is an agreed specification; or
(ii) if the Buyer has no such specification or to the extent that the Buyer’s specification is silent as to any aspect of the design, function, performance, tolerances, quality or characteristics of the Goods, they do not conform to our published information or if no such information has been published the Goods do not conform to that which we consider normal or usual for products of the kind sold at a similar price We are not in a position to ensure that the Buyer’s specifications is correct and/or sufficient for the purposes intended by the Buyer or any other purpose, and the Buyer must satisfy himself on this point.
All products are covered by a warranty period, periods of warranty are subject to the manufactures limits and as such warranty for individual items should be requested at point of purchase. Buyers must notify dBD Communications within 30 days from date of shipment of any defective product. An approved Return Materials Authorisation (RMA) number must first be obtained from dBD prior to the return of any product for inspection under warranty. Shipping charges for all materials returned under a Limited Warranty are to be prepaid by the Buyer. This warranty is limited to the original Buyer. dBD’s sole liability, and Buyer’s sole remedy, arising out of any sale of products to Buyer is expressly limited to either (1) Credit for the purchase price paid by Buyer for such products (without interest), or (2) Repair and/or replacement of such products found to be defective after inspection by dBD, and such remedies shall be exclusive and in lieu of all others. This warranty is in lieu of any and all other warranties, whether oral, written, expressed, implied or statutory. Further, no warranty will apply if the Product has been subject to misuse, neglect, accident or modification, or has been soldered or altered in any way.
16. USE OF GOODS AND ROHS WARRANTY
The Buyer acknowledges that he is exclusively responsible for detailing the specification for all Goods ordered from us, for ascertaining the use to which they will be put, and for determining their ability to function for that purpose, accordingly (and without limiting the generality of the previous condition) we have no liability arising out of any device given by us to the Buyer relating to his requirements in respect of any Goods. Unless requested the Company performs no testing of goods and relies solely on the manufacturer of the goods for identification of ROHS compliance and for absence of lead, and makes no warranty, certification or declaration of compliance concerning the Goods. Goods are advertised or offered as ROHS complaint or lead free only after sufficient evidence is received from the component manufacturer or requested internal testing’s. Any relevant evidence will be retained by the Company.
17. COMPUTER SOFTWARE
Where any Goods supplied by us embody, include or contain computer program(s) and /or related documentation the copyright in which is owned by a third party, all rights and liabilities associated with the use and/or reproduction thereof will be subject to the terms applicable end user license to the exclusion of all liabilities and obligations on our part.
18. INTELLECTUAL PROPERTY
The Buyer will indemnify us against all liabilities for infringement of third party intellectual property right arising from our compliance with the Buyer’s specific requirements regarding design or specification for the Goods or arising from the use of the Goods in combination with other products except as aforesaid. We agree to defend any action or proceedings brought against the Buyer insofar as the same are based on a claim that any Goods supplied hereunder infringe any United Kingdom intellectual property rights, provided we are notified immediately and in writing of such claim and are given all such authority, information and assistance as is necessary for proper defence of the same. Furthermore, we will indemnify the Buyer against all damages and costs awarded against the Buyer in respect of any such claim provided that the same does not arise solely by reason of the use of the Goods in conjunction with other products or elements. In the event that the Goods or the use thereof (subject as aforesaid) are held to constitute an infringement of any United Kingdom intellectual property rights and the use is thereby prevented, we will at our own expense and at our option either procure for the Buyer the right to continue using the Goods, or replace the same with non-infringing product, or modify the Goods so that they become non-infringing, or retake possession of the Goods and refund the purchase price therefore. Subject to the foregoing, we shall be under no liability to the Buyer for any loss, damage or injury, whether direct or indirect, resulting from any intellectual property right infringements by the Goods.
19. EXPORT CONTROL
Where appropriate we shall in no circumstances be liable for any damage, loss or claim occasioned by any act or omission on the part of the Buyer in contravention of any regulations issued by the UK Government Export Control or United States Government Export Control concerning the export of Goods, services or technology. Any Goods supplied by us whose export from the United Kingdom is restricted by any Government regulations shall not be exported by the Buyer without the prior approval of the relevant authorities concerned with the administration of such regulations.
Tools made or purchased by us for the manufacture of Goods to be supplied under the Contract and the copyright therein remain our property notwithstanding that the Buyer may have been charged a sum in respect of their cost.
21. BUYER’S ITEMS
Items supplied by the Buyer for the Contract shall be of suitable quality and shall be provided free of charge in sufficient quantities and at the times required by us. Any defect in the items provided by the Buyer shall not entitle the Buyer to rescind the Contract, reject the Goods, make deductions from the Contract price or claim damages in respect of such effect and the Buyer shall indemnify and keep us indemnified from and against all action, demands, claims, losses or costs arising from the supply of defective items by the Buyer.
In the event of the Buyer’s insolvency we shall be entitled (in addition to any lien arising by law) to a general lien on all the Buyer’s Goods in our possession (although the same or some of them have been paid for) any money due either in respect of any such Goods or in respect of any general or particular balance or other money due from the Buyer to us, whether under the same or any other order.
23. FORCE MAJEURE
We shall be relieved of all liability for obligations incurred to the Buyer whenever and to the extent to which the fulfilment of such obligation is prevented, frustrated or impeded in consequence of any statute, rules regulations, ordered or requisitions issued by any government department, council or other duly constituted authority or by reason of any strikes, combination of workmen, lockouts, breakdown of plant, accident, civil commotion, wear, force majeure or any other cause beyond our control.
In the event that any of these Conditions shall be held to be invalid, unlawful or unenforceable to any extent then such part of these Conditions shall be severed from the remaining Conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.
25. LAW AND JURISDICTION
The Contract shall be governed by and construed in all respects in accordance with English Law and the Buyer hereby irrevocably accepts the exclusive jurisdiction of the English Civil Courts in connection with the Contract are concerned.
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