These Terms and Conditions govern the supply to the Buyer of Discus Systems plc Goods and Services
1. Definitions
Contract means any agreement between DSL and the Buyer for the supply of Goods and Services which expressly or by implication incorporates these Terms and
Buyer means any person or organisation placing an order with DSL
Delivery Address means the address as at the point of delivery as notified by DSL to the Buyer
Deliver Date means the delivery date as notified by DSL to the Buyer
Goods and Services means any Goods and Services of a type described in product and services lists made and quotations made available to potential customers
Order means and order given by the Buyer to DSL for the supply of Goods
Order Acknowledgement means the Order Acknowledgement raised by DSL confirming price, payment, terms and delivery details
Invoice means the Invoice raised by DSL and issued to the Buyer
Price means the price for the Goods and Services as stated in the invoice excluding VAT
DSL means Discus Systems plc a company registered in England whose registered office is at: Patrick Farm Barns, Meriden Road, Hampton-in-Arden, B92 0LT
2. Conditions applicable
Each quotation shall be deemed to be an offer by DSL to supply Goods and Services on these Conditions and if the Buyer shall place an Order for these Goods and Services with prior notice of these Conditions such Order shall be deemed to be an acceptance by the Buyer of these Conditions
If the Buyer shall purport to Order Goods and Services in terms which seek to vary these Conditions DSL shall not be bound to supply Goods and Services on such varied terms unless and until DSL shall explicitly and in writing accept such varied terms
No variation of these Conditions (including any special terms and conditions agreed between the Buyer and DSL) shall have any effect unless agreed in writing by DSL
3. Prices and Payment
Prices will be ex-works, delivery charges will be shown as a separate item on the Invoice
Value Added Tax will be charged at the prevailing rate at the date of the Invoice
Payment of the full Invoice value must be made within the period stated on the Order Acknowledgement or Sales Invoice. The co ntents of the invoice, including, inter alia, the price shall, in the absence of a manifest error, be deemed to have been accepted by the Buyer unless the Buyer has notified DSL in writing within 3 working days from the date of Invoice that such contents are Unless otherwise agree, payment must be made in pounds sterling, without set-off, deduction or withholding. Interest on the overdue balance of any Invoice shall accrue on a daily basis from the date when payment becomes due at a rate of 2% per annum above Lloyds Bank plc base rate and shall accrue at such a rate after as well as before any judgement obtained
DSL shall be entitled to charge twenty pounds for all cheques returned or dishonoured by its bank
4. Delivery
Delivery will be effected at the Delivery Address
The Delivery Date is approximate only and not of any contractual effect. While DSL will use all reasonable endeavours to meet the delivery date it will not be liable for any loss or damage incurred by the Buyer as a result of any failure to deliver on such a particular date
The Buyer shall inspect the Goods and Services on delivery and shall, within 3 working days of delivery, notify DSL of any alleged shortage in quantity, damage or failure to comply with If the Buyer fails to notify DSL within such time the Goods and Services shall be conclusively presumed to be in accordance with the Contract
5. Guarantee and Procedure for Return of Defective Goods
If during the period of twelve months from the Delivery Date ‘ the guarantee period’ the Goods (or any part of a consignment of Goods) shall prove to be defective and if the Buyer complied in all material respects with the Procedure for the Return of Goods set out in Condition 3 below DSL will repair or replace the defective items but it shall be for DSL in its absolute discretion to decide whether to repair the defective items or replace them.
For the avoidance of doubt DSL shall not be liable to repair or replace the Goods until it has had an opportunity to examine them and under no circumstances will DSL send replacement Goods until the alleged defective Goods have been returned to DSL
Procedure for Return of Defective Goods is as follows:
If any Goods are or become defective within ‘the Guarantee Period’ the Buyer will obtain a ‘Return of Material Authority’ (RMA) form from DSL
DSL will issue an RMA number after receipt from the Buyer of the duly completed RMA form along with copies of the relevant Invoice and Delivery Notes which number shall be valid for seven working days from the date of issue of the RMA number
The Buyer shall return the defective Goods in secure packaging and shall mark the RMA number clearly on the package and shall return the defective Goods wi thin seven working days of the issue of the RMA number. Goods are returned to DSL at the risk of the Buyer and at their cost.
6. Limitations and Exclusions of DSL’s Contractual Liability
DSL’s obligations are to supply Goods and Services of the quality and description agreed between the parties and to repair or replace Goods that are either properly rejected as defective or become defective during the Guarantee Period but these obligations are subject to the following limitations and exclusions.
DSL has no obligation to repair or replace Goods which are accepted by the Buyer but subsequently become defective unless the Buyer shall comply in all material aspects with the terms of the guarantee contained in Condition 5.
All implied warranties and Conditions (whether implied by statute or otherwise) are excluded to the extent that such exclusion is lawful
Under no circumstances shall the liability of DSL under each Contract exceed the price and DSL shall be under no liability whatsoever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the buyer.
It is the buyers responsibility to correctly specify the Goods and Services required and if any of the Goods or Services shall by reason of their specification be unsuitable for the purpose for which they have been supplied DSL shall be under no liability whatsoever to the Buyer for the consequences of such unsuitability unless DSL shall have supplied Goods and Services of a specification different from that specified by the Buyer in their Order
The guarantee given in Condition 5 shall not be valid if the Goods are damaged in consequence or any act of neglect of the Buyer and in particular of any mishandling or careless installation
7. Retention of Title
DSL and the Buyer expressly agree that until such time as the price, taxes and any other charges due under the Contract have been paid in full the title of the Goods shall remain vested in DSL
Until such time as tile of the Goods passes to the Buyer, the Buyer shall hold the Goods as DSL’s voluntary bailee for Risk in the Goods shall pass to the Buyer immediately following delivery to the Buyer’s Delivery Address
DSL shall be entitled to recover from the Buyer any Goods for which payment has not been received when due and enter upon the premises of the Buyer where the Goods are situated or are reasonably thought to be situated to repossess such Goods
8. Force Majeure
DSL shall not be liable for failure to perform its obligations in the event such performance is prevented or hindered by reason of force majeure. Force majeure shall be deemed to mean all causes beyond the reasonable control of DSL
9. Cancellation
DSL is under no obligation to accept cancellation of Orders for Goods and Services once a Purchase Order has been DSL reserves the right to recover costs and loss of profit should the Buyer refuse delivery
10. Law and Jurisdiction
The Contract shall be subject to and interpreted in accordance with the laws of England and Wales and the parties hereby irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales in all matters arising out of the Contract
These Terms and Conditions govern the supply to the Customers of DSL Goods and Services
