Terms & Conditions

GENERAL

1.1. A Contract shall only be entered into by the Company when the Order (and all additional documentation) is accepted by the Company. The Quotation is an invitation to treat and not an offer that is capable of giving rise to a Contract by acceptance..

1.2. All Quotations are provided and all Contracts are made subject to the Conditions.

1.3. Quotations shall only be valid for a maximum period of 30 days from the date upon which they are issued and may be withdrawn by the Company at any time.

REPRESENTATIONS

2.1 If any statement or representation upon which the Customer relies or wishes to rely has been made to the Customer (other than in the Documents) the Customer must (a) set out that statement or representation in the Order or in a document attached to the Order and (b) obtain the written confirmation of the Company that such statement or representation is included in the Contract.

2.2 Save as provided by paragraph 2.1 and except insofar as they are set out in writing in the Documents the Parties acknowledge and agree that they have not entered into the Contract in reliance upon any statements and/or representations and the Company shall have no liability in respect of any Representations of any director employee or agent of the Company.

2.3 The Documents represent the entire agreement of the Parties in relaction to the sale of Goods pursuant to the Order and shall supersede all proposals oral or written and all other Representations communications and/or agreements between the Parties.

DELIVERY

3.1. The time or date for delivery of Goods ('Delivery Time') is not guaranteed nor a term or condition of the Contract. The Customer shall have no right to damages or to cancel the Contract for any failure to meet any stated Delivery Time.

3.2. The Delivery Time shall in every case be dependant upon the receipt of all necessary information final instructions or approvals from the Customer. Alterations by the Customer in design specification or quantities required (which may not be accepted by the Company) may result in delay in delivery and/or an increase in costs.

3.3. The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so. Where delivery is postponed otherwise than due to default by the Company the Customer shall pay all costs and expenses including a charge for storage and transportation occasioned or incurred by the Company and the Company shall be entitled to be paid for the Goods in accordance with the Contract.

3.4. Unless otherwise expressly agreed any packaging supplied by the Company will only be sufficient to protect the Goods for normal conditions and for the normal period of transit to the Customer.

3.5. The Company expressly reserves the right to effect delivery of the Goods in whatever form the Company may consider to be most appropriate.

3.6. No charge will be made by the Company for delivery of Goods where delivery is made within the mainland of England and Wales and where the value of the Contract (excluding VAT and after taking into account any discounts) exceeds £50. Carriage will be charged and payable by the Customer on all deliveries of Goods outside mainland England and Wales (unless otherwise agreed) and for delivery within the mainland of England and Wales where the value of the Contract is below £50.

3.7. The Company reserves the right to make a reasonable charge if the Customer makes a special request that the Goods be posted by the Company or be sent by special means.

3.8. A delivery note in the form provided by the Company must be signed by the Customer on receipt of the Goods.

RISK AND TITLE

4.1. Risk shall pass to the Customer so that the Customer is responsible for all loss damage or deterioration to the Goods :-

4.1.1. if the Company delivers the Goods by it's own transport at the time when the Goods (or any part) arrive at the place of delivery, or

4.1.2. in all other circumstances at the time when the Goods (or any part) leave the premises of the Company (whether or not the Company arranges transport); or

4.2 Where the Goods are delivered by carrier, any claims for loss or damage in transit must be made by the Customer against the carrier in accordance with the carriers conditions and the Customer must also notify the Company within 14 days in accordance with condition 9.

4.3. Notwithstanding delivery and the passing of risk property in and title to the Goods shall remain with the Company until the Company has received payment of (a) the full Invoice price of all Goods pursuant to any Contract and (b) all other monies due or payable by the Customer to the Company.

4.4. Until property in and title to the Goods passes to the Customer, the Company shall be entitled at any time forthwith to revoke the Customer's power to deal with the Goods which shall automatically cease if the Customer shall commit or be subject to any Insolvency Event.

4.5. Until property in and title to the Goods has passed to the Customer, pursuant to the terms hereof the Customer shall possess the Goods as bailee of the Company. The Customer shall (a) store the Goods separately from other Goods and (b) ensure that the Goods are clearly identified as belonging to the Company and (c) ensure that the Goods are properly stored protected and insured and (d) (upon request) notify the Company of the precise location of the Goods.

4.6. Upon termination of the Customer's right to deal with the Goods the Customer shall hold the Goods to the order of the Company and the Company and it's servants and agents are hereby irrevocably authorised without the need for consent of any third party to enter upon the premises of the Customer (or any other place where the Goods are located) for the purposes of removing the Goods.

CANCELLATION AND RETURNS

5.1.1 The Customer shall not be entitled to vary, alter, cancel or terminate a Contract (or any part) or return Goods without the written consent of the Company.

5.1.2 Upon any termination or cancellation (whether or not agreed by the Company) all Liabilities incurred by the Company and all loss of profit and other loss or damage of the Company by reason of such cancellation or termination shall be paid by the Customer to the Company on demand.

5.2. In special circumstances the Company may at its sole discretion agree in writing to accept a return of Goods and give credit for the same subject to the Customer paying an appropriate charge determined by the Company. Credit notes in respect of Goods returned will only be issued if the invoice number and date of delivery of the Goods returned is stated on the returns or debit note.

PRICES

6.1. The Price(s) is (unless otherwise stated in writing) net ex-works exclusive of VAT.

6.2. In the event of any alteration in design or specification to the Goods required by the Customer and agreed by the Company the Company shall be entitled to make an adjustment of the Price (corresponding to the costs of such alteration) as determined by the Company.

6.3. VAT will be charged by the Company at the rate in force at the time of the Invoice.

TERMS OF PAYMENT

7.1. Credit accounts can be opened in the sole discretion of the Company on receipt of satisfactory bank and trade references and by completing the Company's credit application form.

7.2. Subject to the following provisions of this Condition the Price for all Goods supplied by the Company shall be paid by the Customer to the Company within 30 days of the date of the Invoice.

7.3. If full payment of any Sum(s) Due is not made to the Company within 30 days of the date of the Invoice the Customer shall pay the Company interest on the Sum(s) Due under the Invoice at the rate of 5% per annum above the Base Rate from the date of the Invoice to the date of actual payment calculated on a daily basis both before and after any judgment.

7.4. Where Goods are delivered by instalments the Company may invoice each instalment separately and the Customer shall pay each Invoice in accordance with these Conditions. 7.5. No disputes or delays in delivery beyond the reasonable control of the Company shall permit any delay in payment of any Sum(s) Due.

DIMENSIONS

The Company reserves the right to alter or change dimensions of the Goods supplied within reasonable limits having regard to the nature of the Goods. Dimensions specified by the Company are to be treated as approximate only unless the Customer specifically states in writing that exact measurements are required.

SHORTAGES AND DEFECTS APPARENT ON INSPECTION

9.1. The Customer shall have no claim and the Company shall not be liable for shortages or defects apparent on visual inspection unless:-

9.1.1. the Customer inspects the Goods within three working days of delivery to the Customer; and

9.1.2. a written notification (specifying the Invoice number and reasonable details of the shortage and/or defect) ('the Notification') is made to the Company within 14 days of receipt of the Goods or such shorter period as the carriers conditions (if applicable) require; and

9.1.3. the Company is given the opportunity to inspect the Goods and any packing materials (which shall be retained by the Customer) and investigate any complaint before any use is made of the Goods.

9.2. If a Notification is not made to the Company as herein provided then the Goods shall be deemed to be in all respects in accordance with the Contract and the Customer shall be bound to pay the Invoice.

9.3. In the case of non delivery of Goods written notification of non delivery shall be given to the Company within 14 days of the relevant Invoice.

DEFECTS NOT APPARENT ON INSPECTION

10.1. The Customer shall have no claim and the Company shall not be liable in respect of defects not apparent on visual inspection unless:-

10.1.1. a Notification is sent to the Company as soon as reasonably practicable after the defect is discovered and provided that no use is made of or alteration made to the Goods before the Company is given an opportunity to inspect the Goods in accordance with this condition; and

10.1.2. the Notification is in any event sent within six months of the delivery of the Goods or in the case of Goods not manufactured by the Company within the guarantee period specified by the manufacturer of the Goods.

10.2. The Customer shall not be entitled to make and the Company shall not be liable for any claim in respect of (a) any repairs or alterations to the Goods undertaken by the Customer without the prior specific written consent of the Company or (b)in respect of any defect arising by reason of fair wear and tear or (c) damage caused by misuse.

10.3. The Company shall not be liable for loss or damage suffered by reason of use of Goods after the Customer becomes aware or should reasonably have been aware of a defect.

10.4. The Company shall be entitled within 15 days of receiving a Notification (or 28 days where the Goods are situate outside the United Kingdom) to inspect the Goods and the Customer shall (if required by the Company) take all steps necessary to enable the Company to do so.

GUARANTEE CONDITION

In the event of the condition of the Goods being such as may (subject to these conditions) entitle the Customer to claim damages or to repudiate the Contract the Customer shall (before making any claim or repudiating the Contract) first ask the Company to repair or supply satisfactory substitute Goods. The Company may at it's option repair or take back the defective Goods and supply substitute Goods free of further charge and within a reasonable time. If the Company repairs the Goods or supplies satisfactory substitute Goods the Customer shall be bound to accept such repaired or substitute Goods and the Company shall be under no liability in respect of any loss or damage arising from the initial delivery of the defective Goods or from the delay before the defective Goods are repaired or the substitute Goods are delivered.

LIABILITY

12.1.1 The following provisions set out the Company's entire liability (including liability for the acts and omissions of its employees, agents and sub-contractors) to the Customer in respect of:- (a) any breach of its contractual or other obligations arising under the Contract; and

(b) any Representation, tortuous act or omission including negligence arising in connection with the Contract.

('an Event of Default').

12.1.2 The Company's liability for death or injury resulting from its own or that of its employees, agents or sub-contractors' negligence shall not be limited.

12.1.3 Subject to clause 12.1.2 the Company's entire liability and all Liabilities in respect of any Event of Default shall be limited to the value of the Goods in respect of which the Event of Default has arise.

12.1.4 Subject to clause 12.1.2 the Company shall not be liable in respect of any Event of Default for loss of profits, savings, goodwill or any type of special indirect or consequential loss or damage even if such loss was reasonably foreseeable or the Company had been advised of the possibility of incurring the same.

12.2. Nothing in these Conditions shall operate so as :-

12.2.1. to exclude the Company's non-excludable liability in respect of death or personal injury caused by the Company it's servants or agents or defective goods pursuant to Section 5(1) UCTA;

12.2.2. to exclude application of Section 12 of the Sale of Goods Act 1979 or implied terms pursuant to Section 6(2) UCTA;

12.2.3. to exclude liability for fraudulent misrepresentation;

12.2.4. to affect the statutory rights of the Customer where goods are sold or Services are supplied to a Customer dealing as a consumer within the meaning of UCTA or the Regulations.

 

CONFIDENTIAL INFORMATION

All Intellectual Property Rights in all drawings documents patterns prototypes samples and other information or intellectual property supplied by the Company ('IP Information') are the property of and belong to the Company and the Customer shall not (without the written consent of the Company) sell, transfer, assign, disclose or deal in any way with any IP Information (or extracts therefrom or copies thereof) except in connection with the proper use of Goods.

CUSTOMERS DRAWINGS

14.1. The Customer shall be solely responsible for and the Company shall have no liability in respect of all or any specifications drawings information advice and recommendations given to the Company ('Customer Information') by or on behalf of the Customer and the Customer shall ensure that all Customer Information is accurate correct and suitable. Examination or consideration by the Company of Customer Information shall in no way limit the Customer' s responsibility hereunder unless the Company specifically agrees in writing to accept responsibility.

14.2. The Company shall have no liability in respect of and the Customer shall indemnify the Company from and against all actions proceedings and Liabilities which arise as a result of the manufacture of Goods to the Customer Information or where it infringes the Intellectual Property Rights of any party.

DATA AND TECHNICAL INFORMATION

The information provided in the Company's publications is provided for general guidance only and forms no part of the Contract unless expressly agreed in writing. Customers should obtain specific recommendations and advice from the Company regarding the uses and attributes of the Goods.

TERMINATION

16.1. Without prejudice to any rights and remedies, the Company shall be entitled, forthwith on written notice to the Customer either to terminate the Contract wholly or in part and/or any other Contract with the Customer or to withhold performance of all or any of it's obligations under the Contract and/or any other contract with the Customer (and on the giving of such notice all sums due from the Customer to the Company shall become immediately due and payable) if :-

16.1.1. the Customer shall commit or be subject to anyone or more of the following namely the passing of a resolution or a petition for winding-up, bankruptcy or for the appointment of an administrator, the appointment of a receiver and/or manager or administrative receiver over the whole or any part of the Customers undertaking and assets, the making of a proposal for a voluntary arrangement within the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with or the calling by the Customer of any meeting of it's creditors generally, the levying of execution or distress over any of it's assets, the failure to pay it's proper debts as and when due and anything analogous to any of the foregoing under the law of the jurisdiction where the Customer is established;

16.1.2. any Sum(s) Due to the Company from the Customer on any account whatsoever shall be unpaid after the due date for payment (in which event the Company shall have a general lien for any Sum(s) Due on all and any property of the Customer in it's possession);

16.1.3. the Customer shall commit any breach the Contract or any other contract with the Company.

16.2. In the event of a suspension of performance the Company shall be entitled, as a condition of resuming performance, to require pre-payment of any sum(s), or such security as it may require.

FORCE MAJEURE

17.0. Neither party shall be under any liability for any delay loss or damage caused in whole or in part by act of God governmental restriction condition or control or by reason of any act or omission pursuant to a trade dispute whether such dispute involves it's employees or not or by reason of any act matter or thing beyond it's reasonable control.

LEGAL 18.0. The Contract shall be governed and interpreted exclusively according to the Law of England and the parties submit to the exclusive jurisdiction of the English Courts.

DEFINITIONS

'the Base Rate' the base rate of the Bank of England at the date of the relevant Invoice or if greater the date of demand by the Company

'the Company' Daro UK Ltd. (registered number 8318410) of 34-36 Eastbury Road, London Industrial Park, London E6 6LP.

'Conditions' these terms and conditions which are incorporated into the Contract;

'Contract' a contract made between the Company and the Customer for the purchase of Goods;

'the Customer' any party who buys or agrees to buy goods from the Company;

'the Documents' the documents relevant to any Contract comprising all or any of the Quotation the Order any written acceptance of the Order by the Company;

'Goods' any goods products or services which are the subject of a Contract;

'Invoice' an invoice by the Company for or in respect of Goods sold pursuant to a Contract;

'Insolvency Event' any of the acts matters or events set out in Clause 16.1.1;

'Intellectual Property Rights' means any current and future intellectual property rights, including:

(a) copyrights, trademarks, trade names, domain names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how including commercial know-how, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, rights in databases, privacy rights; and

(b) all intangible rights and privileges of a nature similar, analogous or allied to any of the above; in every case in any part of the world and whether or not registered.

'Liabilities' all costs claims demands damages losses liabilities and expenses (including legal and other fees);

'Order' a written or verbal order for the purchase of Goods;

'Price(s)' the price payable for the Goods pursuant to the Contract;

'Quotation' a written or verbal quotation (or confirmation of price(s)) for or in respect of a proposed sale of Goods by the Company;

'Regulations' the Unfair Terms in Consumer Contracts Regulations 1999;

'Representations' all or any verbal statements representations recommendations or assurances;

'Sum(s) Due' all sums due to the Company pursuant to Contract(s) including all VAT taxes delivery and other charges or expenses;

'UCTA' the Unfair Contractual Terms Act 1977;

'in writing' in any legible written form including without limitation letter fax electronic mail or other permanent record.

MISCELLANEOUS

19.1.1 Each and every obligation contained in these conditions shall be treated as a separate obligation and shall be severally enforceable and any failure of or non enforceability of any clause or obligation shall not affect any other clause or obligation.

19.1.2 No failure or delay on the part of the Company to exercise any of its rights under the Contract shall operate as a waiver of such rights nor shall any waiver by the Company of any breach by the Customer of any of its obligations under the Contract affect the rights of the Company in the event of any further or continuing breach.

19.1.3 These Conditions and the Contract shall not create or evidence or be deemed to create or evidence any agency or partnership between the Company and the Customer or any third party.

19.2. The Contract is personal to the Customer, who shall not assign or in any way transfer or assign the benefit of the Contract without the Company's prior written consent.

19.3. The parties to this Agreement do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties_) Acts 1999, by any person who is not a party to this Agreement.

19.4 Nothing herein shall affect a consumers statutory rights under the Sale of Goods Act 1979 UCTA and the Regulations or any amendment thereof.

Registered Office

2nd floor, Gadd House, Arcadia Avenue, London N3 2JU

Company Details

Company Registration Number: 8318410

VAT Number: GB 209402141