(i) These Conditions shall govern all transactions into which Denward Manufacturing Ltd ('Denward' T/A www.body-composition-scales.co.uk, BCS) enters with its customers.
(ii) In these Conditions 'customer' shall mean the other party to any quotation, offer, order or contract with or by Denward, 'the goods' shall mean products manufactured or sold or services performed by Denward or by the customer.
'Invoice' shall mean the document dispatched to the customer requiring payment and containing specifically or by inference these Conditions;
'proforma Invoice' shall mean an invoice sent by Denward to the customer requiring payment to Denward before despatch of goods;
'Order' shall mean the goods requested by the customer either by facsimile, electronic mail or by post on the customer's official order form or company letterhead;
'Consignment Note' shall mean the document accompanying the goods in their despatch and delivery from Denward to the customer and on which the customer signs for receipt of goods on delivery to him and which is then returned to Denward,
'Delivery Note' shall mean the document accompanying goods in their despatch and delivery from Denward by post or carrier and on which Denward lists the goods dispatched against the customer's order.
(iii) No conditions or stipulations in or attached to any form of order submitted by the customer, or otherwise sought to be imposed by the customer, and which are inconsistent with the conditions or which purport to add to or modify them in any way shall have any effect.
(iv) No person in the employment of Denward or acting or purporting to act as an agent of Denward has the authority to accept orders or supply goods on any conditions other than these conditions or to vary these conditions in any way whatsoever, except by written agreement between the customer and Managing Director of Denward.
(v) No previous dealings or course of conduct between Denward and any customer shall vary or replace or prevail over these Conditions in any circumstances.
2. PRICES & QUOTATIONS
(i) All prices listed In the Denward Price List are correct at the time of publication of the current edition thereof. Denward will make all reasonable endeavours to ensure that goods are available at these prices. Denward cannot be held responsible if supplies are unobtainable or otherwise un-saleable.
(ii) All quotations are made at current prices listed in the current edition of the Denward Price List but such quotations are subject to alteration in accordance with prices current at the time of despatch of the goods.
(iii) The prices quoted on Proforma Invoices are only valid for the period specified thereon. If no period is specified thereon then the prices quoted are valid until the end of the calendar month in which the Invoice was raised.
(iv) All prices quoted on Invoices including Proforma invoices are subject to the addition of Value Added Tax at the rate current at the time of despatch.
3. PAYMENT & SETTLEMENT TERMS
(i) Customers who wish to open credit facilities shall apply in writing to Denward, the credit limit required and the names and addresses of two current commercial and one Bankers reference.
(ii) Denward retains the right to decline any application for credit facilities without giving any reason.
(iii) Credit accounts are subject to settlement by the customer within seven days of the date of statement. When payment !s overdue Denward reserves the right to charge interest on the amount overdue at such rate as may be permitted by law from time to time.
(iv) When a credit customer is in default in the payment on any account whatsoever then all sums owed to Denward by the customer become immediately due and payable in full.
(v) If the customer has no credit account, Denward will accept payment from the customer by cheque, banker's draft or credit card.
(vi) Where a cheque is offered by the customer in payment for goods, Denward reserves the right to delay the despatch of the goods pending the clearance of that cheque.
(vii) If for any reason the customer disputes the payment of any Invoice, not withstanding this, they shall still pay all other invoices when they become due.
4. RETENTION OF TITLE
(i) The customer acknowledges that before entering into an agreement for the purchase of any goods from Denward they are expressly represented and warranted that they are not insolvent and have not committed any act of bankruptcy or being a company with limited or unlimited liability know of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver, administrative receiver or liquidator to partition for winding up of the company or exercise any other rights over or against company's assets.
(ii) Goods which are the subject of any agreement by Denward to sell, (which expression means, without limitation, any order) shall be at the risk of the customer as soon as they are delivered by Denward to the customer or their premises on his instructions.
(iii) Such goods shall remain the sole and absolute property of Denward as legal and equitable owner until such a time as the customer shall have paid Denward the agreed price in full together with the full price of any other goods that form part of a contract with Denward.
(iv) The customer acknowledges that they are in possession of goods solely as bailee for Denward until such time as the full price thereof is paid to Denward together with the full price of any goods the subject of any other contract with Denward.
(v) Until such time as the customer becomes the owner of the goods, they will store them on their premises separately from their own goods or those of any other person and in a manner which makes them readily identifiable as the goods of Denward.
(vi) The customer's right to possession of the goods shall cease if, not being a company, commits an available act of bankruptcy of if they, being a company, does anything or fails to do anything which would entitle any person to present a petition for winding-up. Denward may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
5. CARRIAGE & DELIVERY
(i) Denward reserves the right to charge carriage on deliveries as appropriate.
(ii) Delivery dates are given in good faith by Denward to indicate estimated delivery times but shall not amount to any contractual obligation to deliver at the times stated in any communication by and on behalf of Denward.
(iii) No liability for direct or consequential loss or damage arising from delay in the delivery of goods, including without prejudice to the generality of the foregoing any delays due to any Act of God, war, civil disturbance, strikes, lock-outs or any act outside Denward's control, will be accepted.
(iv) The customer shall -
a) Check all goods delivered by Denward and sign the delivery note for the goods in the presence of the delivery driver;
b) Mark any discrepancies between goods ordered and goods delivered on the consignment note prior to signing; and
c) Refuse any goods found to be damaged and mark the consignment note accordingly.
(v) Any claims over damaged goods or discrepancies between the goods listed on the delivery note and the goods delivered to the customer must be submitted to Denward with the full particulars of the order, the delivery note and any other relevant Information in writing within 24 hours of the delivery, failing which, Denward cannot accept liability. The submission of a claim within this time limit does not necessarily mean that Denward will accept liability in relation to such claim. A consignment note signed 'unexamined' is not sufficient to uphold a claim.
(vi) Denward shall not be liable for any loss resulting from the customer's failure to comply with the requirements of the British Railway's Board, Road Carriers or the Post Office regulations.
(vii) If the customer does not receive the goods within 14 of the date of Invoice, the customer is required to notify Denward immediately thereafter; otherwise no liability can be accepted.
(i) Denward gives no guarantee or warranty on goods supplied by Denward other than that given by the manufacturers concerned or as provided with the orders.
(ii) Denward does not accept liability for consequential loss or damage arising from goods supplied by Denward.
(iii) All description, weights and dimensions issued by Denward are approximate only and are intended only to present to intending customers a general description of the goods to which they refer, and no warranties or representations are given or should be inferred there from.
(i) Denward's trading policy is only to bona fida trade customers against official customer orders. The proper control and authorisation of official orders is deemed to be the responsibility of the customer. Denward cannot accept any liability for either the incorrect use or abuse of customer official orders.
(ii) Denward reserves the right at any time and without explanation to:-
a) Refuse to accept an order.
b) Cancel an order.
c) Suspend deliverers against an order whether or not an account is in arrears.
d) Refuse cancellation of an order.
e) Cancel unexecuted instalments of an order.
f) Denward reserves the right to deliver part orders, or hold orders until all items are available, as required in respect of the total order.
(iii) No variation of an order will be recognised unless otherwise agreed by Denward in writing.
(iv) All orders must be confirmed in writing by the customers and signed by an authorised signatory.
(v) Denward retains the right to levy a handling charge where a customer cancels an order.
(vi) Where an order involves bespoke work or special purchases for a customer, then Denward will require a minimum of 3 months lead time. The customer cannot cancel the order and if he does, Denward reserves the right to invoice the order in full, whether it has been delivered or not.
(i) No goods may be returned by the customer without Denward's prior written consent.
(ii) Goods returned for credit must be accompanied by a delivery note quoting the number of Denward's Invoice against which the goods were originally supplied and the reason for return.
(iii) Denward reserves the right to refuse any returns or refuse any credit for non-faulty returned goods, should those goods in anyway be unfit for resale. Unfit for resale being entirely at the discretion of Denward.
(iv) Denward reserves the right to invoice a restocking charge for any non-faulty returned goods.
(v) Goods returned and found to be faulty will be replaced or credited at the customer’s, discretion and the costs of returning these items will be refunded by Denward.
(vi) No liability can be accepted for loss or damage to goods returned by the customer.
(vii) If there is a discrepancy between goods advised as returned and the actual goods received, Denward will only credit the goods actually received.
(viii) Boxes, cases and pallets that have been charged to the customer will be credited in full when returned to Denward's dispatching depot in good as new condition, carriage paid, within fourteen days from the date of Denward's Invoice.
The copyright and all other intellectual property rights in all articles, lists, drawings, descriptions and other Information produced by Denward shall remain the property of Denward. The customer will keep as confidential any information relating to Denward products or services, including prices and pricing structures.
10. FORCE MAJOR
Denward shall not be liable to the Customer or deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of Denward’s obligations in relation to the Goods, provided that the delay or failure was due to any cause beyond Denward¹s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Denward¹s reasonable control: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Denward or of a third party); difficulties in obtaining raw materials or finished items, labour, fuel, parts or machinery; power failure or breakdown in machinery.
These conditions are subject to and shall be construed In accordance with the Laws of England and the parties submit to the non-exclusive jurisdiction of the Courts of England & Wales.