Terms and Conditions
1.1 ‘Account Customer’ means any Buyer who has an agreed level of credit with the Company for the purchase of Goods under these Conditions.
1.2 ‘Anticipated Delivery Date’ means the estimated date of delivery of the Goods to the Buyer that is recorded on the Company’s invoice or order confirmation.
1.3 'Conditions’ means these standard terms and conditions.
1.4 ‘Contract’ means these Conditions, the proforma invoice or the order form as appropriate.
1.5 ‘Delivery Address’ means the address to which the Goods are to be delivered as recorded on the Buyer’s order.
1.6 ‘Goods’ means all products supplied by the Company to the Buyer.
1.7 ‘The Company’, ‘Our’ and ‘ours’ means Dayes Limited.
1.8 ‘The Buyer’ means the person, company or other entity to which the Goods are to be supplied.
2.1 Proforma invoices, order forms and order confirmations given by the Company shall constitute an invitation to the Buyer to make an offer to purchase the Goods on these Conditions, to the exclusion of any other terms and conditions including any which the Buyer may purport to apply under the Buyer’s own order confirmation or similar document.
2.2 The Buyer’s tender of payment of the proforma invoice or (in the case of Account Customers) the Buyer’s confirmation of the order shall be deemed an offer to purchase the Goods on these Conditions.
2.3 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by an authorised representative of the Company.
2.4 These terms and conditions apply to all dealings relating to the supply of Goods from the Company to the Buyer and prevail over any inconsistent terms or conditions contained in or referred to in the Buyer's purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
2.5 It is the Buyer’s responsibility to ensure that the terms of the Buyer’s order and any applicable order form are complete and accurate.
3. Catalogues etc
3.1 All samples, drawings, descriptive matter, specifications, statements and advertising issued by the Company and any descriptions or illustrations contained in the Company’s advertising, sales literature or on the Company’s website are intended for information only, and shall not form part of the Contract.
3.2 Without limiting the generality of Condition 3.1, the Buyer’s attention is drawn specifically to the fact that sizes, capacities and colours are descriptive only and approximate. Accordingly, actual designs and specifications may vary. The Buyer should rely on its own assessment prior to order as to fitness for the purpose of the Goods whether or not the Buyer took advantage of any inspection and testing offered by the Company.
4. Price and Payment
4.1 The minimum value of each order from the Buyer shall be £300 for mainland UK and £500 for Northern Ireland and Southern Ireland.
4.2 The price for the Goods, unless otherwise agreed by the Company in writing and notwithstanding the price on the order form, will be as set out in the Company’s price list, current at the date of dispatch of the Goods, together with any delivery charge, as set out in clause 4.3, which will be applied in the event that the conditions in Condition 4.3 apply. Prices are exclusive of value added tax which shall be due at the prevailing rate on the date of the VAT invoice.
4.3 Unless otherwise agreed by the Company in writing, delivery charges will be payable as follows:
4.3.1 £20 delivery charge on orders under £300 within mainland UK. £30 delivery charge on orders under £500 for Northern Ireland and Southern Ireland.
4.3.2 an amount equal to the carriage paid by the Company for any order where the Delivery Address is outside mainland United Kingdom (other than described above).
Delivery charges will be invoiced at the same time as the Goods and are subject to the same payment terms.
4.4 The Company may, by giving notice to you up to 7 days before the Anticipated Date of Delivery, increase the price for the Goods, to reflect any increase in cost to the Company which is due to factors occurring after the placing of the order, which are beyond the reasonable control of the Company including but not limited to foreign exchange fluctuations, taxes and duties, and the cost of materials and sourcing. The Company also reserves the right to recover additional costs and expenses arising after the placing of the order which arise due to the Buyer’s default including (without limitation) the Buyer’s failure to comply with the Buyer’s obligations under these Conditions.
4.5 The price is payable prior to dispatch of the Goods, unless the Buyer is an Account Customer. A VAT invoice will be issued when the Goods are dispatched. The Company reserves the right to delay dispatch of the Goods until payment from you has cleared.
4.6 Where the Buyer is an Account Customer, an invoice will usually be issued when the Goods are dispatched. Payment of invoices is due within 30 days from invoice date . If the Buyer fails to pay the Company in full any amount when due, the Company may charge interest on the amount outstanding from the due date to the date of receipt in cleared funds by the Company (whether or not after judgment), at the annual rate of 2% above the then current base lending rate of HSBC Bank Plc, accruing daily and compounded quarterly.
4.7 Payment for all Goods must be made by bank transfer. Cheques are no longer accepted. The time for payment of the Company’s invoice(s) is of the essence. Payment is not deemed to have taken place until the Company have received the full amount of an invoice in cleared funds.
4.8 Payment of the Company’s invoices is due notwithstanding any dispute between the parties or any delays beyond the Company’s control.
4.9 If any invoice shall remain unpaid after the agreed terms, the Company may (without prejudice to our other rights and remedies) immediately withdraw the Account Customer status and decline to dispatch any further Goods, without any liability. The price for any Goods dispatched up to that date together with all unpaid invoices already issued shall then, upon written demand by us accompanied by such further invoices as necessary, become immediately due and payable (with interest).
o The Company will ensure that:
o The Company shall deliver the Goods to the Delivery Address or such other location(s) as the parties may agree.
o Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Address in accordance with the Anticipated Delivery Date.
o Unless the Buyer specifically notifies the Company in writing that time is of the essence (with a specified date), time will not be of the essence in respect of delivery of the Goods. This notice must be given either when tendering payment or otherwise confirming the offer to purchase under Condition 2.2.
o The Company will not be liable for any delay in delivery of the Goods that is caused by a force majeure event (as defined in Condition 10) or the Buyer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
o If the Buyer fails to accept delivery of the Goods within 3 business days of the Company notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by a force majeure event or the Company’s failure to comply with its obligations under the Contract:
▪ delivery of the Goods shall be deemed to have been completed at 9.00 am on the third business day following the day on which the Company notified the Customer that the goods were ready; and
▪ The Company shall store the Goods until delivery takes place and may charge the Buyer for all related costs and expenses (including insurance). o In the event the Company incurs any additional delivery costs on the Buyer’s behalf as a result of an act or omission of the Buyer, the Buyer will fully reimburse the Company for all properly incurred costs.
o The Buyer will provide, at its expense, adequate and appropriate equipment and manual labour for unloading and receiving the Goods.
o Subject to Condition 5.4, The Company shall not be liable for failure to deliver on any specific date, and the Anticipated Delivery Date shall be the best estimate for the purposes of the Contract, taking account of known and foreseeable circumstances at the date when the estimate is given. If there is a delay in delivery, then you shall still be bound to accept delivery and pay for the Goods in full provided that delivery shall be tendered at any time within 2 weeks (in the case of a UK address) or 4 weeks (in any other case) of the Anticipated Delivery Date, failing which the Buyer’s sole remedy will be a refund of the price or (in the case of an Account Customer) a credit against future invoices, unless the Buyer chooses to accept delivery.
o The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
o In the event that the Company delivers the incorrect Goods to the Buyer, the sole remedy available to the Buyer, at the Buyers request, will either be:
▪ For the Company to replace the incorrect Goods, within a reasonable period of time, with the Goods ordered by the Buyer. For the avoidance of doubt, in this case the Buyer will comply with all reasonable instructions received by the Company in relation to the return of the incorrect Goods, at the Company’s expense; or
▪ For the Company to provide the Buyer with a full refund, by way of a credit note, of the amount paid by the Buyer for the correct Goods.
o Risk in the Goods will pass to the Buyer on completion of delivery.
7. Shortfalls, Breakages etc
o The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. The Buyer shall inspect the Goods on delivery and shall within 7 days of delivery notify the Company’s sales department of any alleged defect, shortage in quantity or damage. The Buyer shall afford the Company an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. In the case of alleged damaged goods, these must be retained for inspection pending further instructions from the Company.
o If the Buyer fails to comply with Condition 6.1, the Goods shall be conclusively presumed to be in accordance with the Contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
o The Buyer shall notify the Company of any non-delivery of a whole consignment within 14 days of the date of dispatch (as stated on the invoice) for UK Delivery Addresses and within 28 days for all other Delivery Addresses. Notwithstanding the receipt by the Company of any such notice, a clear signature on a carrier’s delivery advice sheet shall be deemed to signify receipt of the quantity as indicated on the advice sheet.
8. Passing of Ownership
o Not withstanding delivery, title in the Goods shall not pass from the Company until the Buyer has paid the price plus VAT and there are no other sums whatsoever due from the Buyer to the Company o Until title in the Goods passes to the Buyer in accordance with Condition 8.1, the Buyer shall:
▪ hold the Goods and each of them on a fiduciary basis as the Company’s bailee;
▪ store the Goods (at no cost to the Company) separately from all other goods in the Buyer’s possession and marked in a way that they are clearly identified as the Company’s property; and
▪ Maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the Company’s reasonable satisfaction.
8.3 Notwithstanding that the Goods remain the property of the Company, the Buyer may sell or use the Goods in the ordinary course of their business at full market value for the account of the Company. Any such sale or dealing shall be a sale or use of our property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until the property in the Goods has passed from the Company the entire sale proceeds of sale or otherwise of the Goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Company’s money.
8.4 The Company shall be entitled to recover the price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Company.
8.5 Until such time as property in the Goods passes to the Buyer, the Buyer shall upon request, deliver up such of the Goods as have not ceased to be in existence or resold to the Company. If the Buyer fails to do so the Company may enter upon any premises owned, occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the Buyer’s rights under Condition 8.3 shall cease.
8.6 The Buyer shall not pledge or in any way charge by way of security for indebtedness any of the Goods which are the Company’s property. Without prejudice to our other rights, if the Buyer does so, all sums whatsoever owing by the Buyer to the Company shall forthwith become due and payable.
9. Limitations and Exclusions
9.1 The Buyer acknowledges that the proforma invoice or order form, together with these Conditions constitute the entire agreement and understanding between the parties in relation to the Contract and supersedes all prior agreements, and that the Buyer have not relied upon or been induced to enter into the Contract by any oral representation made by the Company or our servants or agents.
9.2 All warranties, conditions and other terms implied by statute or common law (save for Section 12 of the Sale of Goods Act 1979) are to the fullest extent permitted by law are excluded from the order and these Conditions. ,
9.3 The Company’s total liability in contract, tort including breach of statutory duty and negligence), misrepresentation, restitution or otherwise is limited to the price of the Goods.
9.4 Where the Company is not the manufacturer of the Goods it will use reasonable endeavours to pass on the benefit of any warranty to the Buyer.
9.5 In the event that the Goods supplied are demonstrated, to the Company’s reasonable satisfaction, to be faulty (fair wear and tear or damage due to misuse excepted), the Company’s liability is limited (at our option) to replacement of the Goods or repayment to the Buyer of the sums paid in respect of Goods supplied provided that such fault be notified immediately from the date of delivery to the Buyer. Any such replacements shall include free delivery to the Delivery Address.
9.6 The Company is not liable to the Buyer or any third party for pure economic loss, loss of profit, loss of business, the costs of sourcing alternate products and goods, depletion of goodwill or otherwise in each case whether direct, indirect or consequential loss, costs, damages or expenses with respect to the supply (in part or whole) of Goods or failure to supply the Goods, or how so ever arising in connection with or arising out of this Contract.
9.7 Nothing in these Conditions excludes or limits our liability for death or personal injury caused by our negligence, or fraudulent misrepresentation.
10. Force Majeure
10.1 The Company shall not be liable for any default due to an event beyond our reasonable control (a force majeure event) including, but not limited to, any act of God, war, strike, lockout, industrial action, fire flood, drought, storm, non availability of products or materials. On the occurrence of a force majeure event rendering performance of the Contract impossible, The Company shall be released from its obligations whereupon any price already paid (or such pro-rata amount if there has been part performance) by the Buyer will be refunded.
11. General Provisions
11.1 These Conditions and the Contract of which they form part shall be governed by the Law of England and the parties submit to the exclusive jurisdiction of the English Courts.
11.2 Any time or indulgence given by the Company to the Buyer shall not be deemed a waiver by the Company of its rights and remedies under this Contract, nor will the single or partial exercise of such rights and remedies preclude any other or further exercise of them. The remedies provided in these Conditions to the Company are cumulative and not exclusively of any remedies provided to the Company by law.
11.3 Where the Buyer comprises more than one person or entity, the Buyer’s obligations under this Contract shall be joint and several.
11.4 No person, firm, company or business which is not a party to this Contract of which these Conditions form part shall have the right to enforce any terms of that contract or these Conditions under the Contracts (Rights of Third Parties) Act 1999, but this condition does not affect any right or remedy which is available to that party apart from that Act.
11.5 If any provision of this Contract is found by a competent Court, tribunal or administrative body to be wholly or partially illegal, void, invalid, voidable, unreasonable or unenforceable, that provision shall be severed from the remaining provisions of the Contract.
11.6 Where the parties to this Contract have a course of dealings, these Conditions shall apply to each contract for the sale of Goods, but each contract shall be independent and severable for the others.
11.7 In the event that the Company brings legal proceedings against the Buyer for breach of these terms, the Buyer will be liable for our reasonably and legitimately incurred costs.
11.8 If the Buyer (being an individual) become bankrupt or enters into a composition or arrangement with the Buyer’s general creditors or (being a company or body corporate) enters into liquidation, has a winding-up order made against it, or have a receiver or administrator appointed over all or part of the Buyer’s assets then the Company may (without prejudice to our other rights and remedies) immediately terminate any subsisting contracts or orders with the Buyer.
11.9 The Company are entitled to terminate any order or Contract upon giving 5 days written notice if the Buyer breaches any term of these Conditions.
I/We agree to be bound by the terms and conditions as stated above.