Terms & Conditions
In these Standard Conditions of Sale the “Seller” means Delf (UK) Ltd and the “Customer” means the person, firm or company purchasing the goods from the Seller. The following Standard Conditions of Sale shall govern each transaction except as otherwise stated in writing by the Seller:-
Quotations are subject to confirmation of order by the Seller.
2. Payment Terms and Prices:
a) Payment shall be due within specified terms.
b) Goods will be invoiced at pre-agreed prices. All prices are subject to the addition of Value Added Tax at the rate ruling on the date of the invoice.
c) The Seller shall be entitled to increase the price of the goods at any time if the Seller (in its sole discretion) considers it to be justified by any material increase in the prices of raw materials used by the Seller or other overhead costs incurred by the Seller in the supply of the goods.
d) Prices may be subject to revision in the event of any reasonable unforeseen increase in costs incurred by the Seller between the date of confirmation of order and the date of delivery. The Customer shall be entitled to cancel its order by providing written notice to the Seller, such notice to be given within 14 days of the Customer receiving notice of the price increase. If written notice of cancellation is not received by the Seller within 14 days then the contract will continue in force.
e) Cheques should be made payable to ‘Delf (UK) Limited.’ and crossed A/c Payee only not negotiable. Alternatively payment can be made by BACS (details provided by Seller).
f) Where the Customer defaults in payment, the Seller shall be entitled to suspend any or all further deliveries and the performance of services under the Contract and under any other contract between the Seller and the Customer.
g) In cases of orders involving more than one delivery, if default is made in payment on due date for any one delivery, the Seller at its option shall be entitled to treat the contract as repudiated by the Customer and to claim damages accordingly.
h) An order once placed cannot be cancelled except by agreement of the Seller and then only on terms which would indemnify the Seller for loss incurred as a consequence of the cancellation.
i) The Seller reserves the right, at any time, to withhold credit facilities from or to limit the amount or period of credit it will grant to the Customer.
a) Goods shall be delivered to the Customer’s premises as soon as ready.
b) The Seller will endeavour to deliver the goods within the time agreed or within a reasonable time if no time is agreed, but in no circumstances will the Seller be liable for loss or damage of any kind whatsoever caused directly or indirectly by the delay in the delivery of the goods.
c) Where contracts provide for deferred deliveries, such deliveries shall be accepted within six months from the date of first delivery. In the event of failure to accept deliveries the balance remaining undelivered shall be invoiced (and notwithstanding Condition 2(a) above payment for such balance immediately thereupon becoming due) and storage cost charged to Customer’s account, the goods being held at Customer’s risk.
d) Each delivery shall constitute a separate contract and any failure or defect in any one delivery shall not vitiate the contract as to the remaining deliveries.
e) No liability can be accepted for damage in transit or short delivery unless the Customer notifies the Seller in writing within three days of the receipt of goods. On receipt of notification, the Seller shall repair or replace or complete delivery at its sole option.
f) Claims for non-delivery must be notified in writing within fourteen days of receipt of the invoice.
4. Customer Requirements, Printing of Labels:
a) The Customer shall be solely responsible for any matter which he instructs the Seller to print on the goods or for any design which he supplies and instructs the Seller to execute and shall be solely liable and indemnify the Seller in respect of any claim by a third party arising there from.
b) Proof of all art work may be submitted for Customer approval and no responsibility will be accepted for any errors in proof which may be passed by him.
5. Own-label Goods:
a) In the case of goods that have been produced to the specification and/or bear the name of the buyer, or the buyer’s customers as the case may be (‘own-label goods’), the Customer undertakes to purchase at the contract price all stocks of own-labelled goods in finished and unfinished form which the Seller holds for the purpose of fulfilling the Customer’s requirements. Without prejudice to the generality of the fore-going on the termination of any contract between the Seller and the Customer, for supply of own-label goods, the Customer will accept and pay the contract price for all stocks of own-label goods in finished and unfinished form then held by the Seller.
Goods correctly supplied to order are not returnable except by previous agreement, and must be in original packaging and be in a re-saleable condition.
7. Limitation of Sellers Liability:
a) The Seller shall, in no circumstances whatsoever be liable for any injury, loss (whether direct, indirect or consequential), expense, damage, delay or loss of profits suffered or incurred by the Customer or for any liability to third parties of whatever nature suffered or incurred by the Customer arising out of or connected with or caused by any breach of contract, negligence, breach of statutory duty, omissions, or default save in so far as death or any person injury to the Customer or anyone else has been caused by the negligence of the Seller.
b) The Customer acknowledges that it should maintain suitable insurance cover in respect of such risks.
c) The Seller accepts no liability whatever for any losses, costs or other claims caused where the Customer uses its own containers or caused as a result of the Customer’s failure to use the Sellers goods or containers in accordance with the written safety instructions and/or advice.
d) Where the Seller delivers goods and containers to the Customer, the point of delivery will be the delivery vehicle’s side and the Seller accepts no liability whatever for any losses, costs or other claims in connection with the transfer of the goods or containers from the vehicle side to the Customer’s storage location.
e) Where the Seller delivers the goods to the Customer, the Seller ensures that all packaging in the form of crates, drums, boxes, containers, wrapping etc are suitable to protect the goods from damage during delivery. The Seller can accept no liability for any loss or damage caused where such packaging is used for further transportation of the goods or other unconnected goods and the Customer must satisfy himself that the goods are safely packaged for such transportation.
f) Where the Customer collects from the Seller, although the Seller may inspect any collection vehicle used by the Customer, the Seller shall not be responsible for any losses caused or claims made to the Customer as a result of the unsuitability/inappropriateness of the vehicle in any respect whatsoever.
g) Unless the Seller has specifically confirmed to the Customer that the goods are suitable to be mixed with any other goods, the Seller accepts no liability for admixture of the goods with any other goods and it shall be the Customer’s sole and entire responsibility to ensure that the products concerned and the containers to be used are entirely suitable for such admixture and/or for transfer of such.
h) Any liability to which the Seller might otherwise become subject shall be limited to the price paid by the Customer for such goods as give rise to the claim.
i) The Customer shall indemnify the Seller against all claim, demands, actions, proceedings and liability of whatever nature brought by any third party against the Seller which arise in respect of or are connected with the goods or out of their manufacture or use.
8. Manufacturer’s Tolerance:
The goods supplied by the Seller shall be accordance with the specification and/or sample supplied by the Seller (if any) and shall be of satisfactory quality but are not tested or sold as fit for any particular purpose unless specifically agreed in writing by the Seller. The services shall also conform to the specification supplied by the Seller (if any) and be carried out with all reasonable care and skill.
9. Force Majeure:
The performance of all contracts is subject to variation or cancellation by the Seller owing to any acts of God, war, strikes, lock-outs, fire, flood, drout, tempest or any other cause beyond the reasonable control of the Seller. The Seller shall not be held responsible for any inability to deliver caused by any such contingency. During such period of cancellation, the Customer shall have the right to purchase elsewhere at his own risk and cost such quantities of the goods or services as may be necessary.
10. Other Conditions of Sale:
a) By ordering goods from the Seller, the Customer will be deemed to have accepted that these conditions take precedence over any other conditions contained on or in any letter, acceptance form, receipt or the like received by the Seller in connection with goods so ordered and that any such conditions shall not form part of the contract between Seller and Customer for the sale of such goods.
b) The Contract is between the Seller and the Customer as principal and is not assignable without the consent of the Seller.
11. Retention of Title:
a) The risk of the goods shall pass immediately they are delivered into the physical custody of a Customer or his Agent, or otherwise to this order.
b) The Seller shall retain sole and absolute property in any goods as Legal or Beneficial owner until he has received full payment for all sums then owed by the Customer to the Seller and until that time a Customer shall be in possession of the Goods as bailee for the Seller and shall be deemed to have so acknowledged.
c) Until the full invoice price has been paid, a Customer shall store the goods separately from other goods and in a manner, which makes them readily identifiable as goods delivered by the Seller.
d) A Customer’s right to possession of any Goods for which the full invoice price has not been paid shall cease if being an individual, he commits an available act of bankruptcy or, being a company a receiver becomes entitled to present a petition for its winding up or it is resolved that it would be wound up. The Seller shall be entitled in these events to enter at any time and with or without vehicles upon any premises of the Customer at which we reasonably believe such goods to be stored, and to re-possess them.
e) A Customer should be at liberty in the ordinary course of business to process and make products from and, as our agent, to sell goods for which the full invoice price had been paid. The proceeds of any such sales shall be for our accounts and shall be held in trust for the Seller to the extent of the Seller’s full invoice price of the goods.
The Seller shall be entitled forthwith to terminate any Contract between it and the Customer by written notice if the Customer fails to pay any invoice in accordance with these conditions, where the control of the Customer changes during the period of the contract or where the Customer commits any continuing or material breach of these conditions of sale or makes any composition with its creditors or suffers any distress or execution to be levied upon its assets or is wound up either compulsorily or voluntarily or suffers a receiver of any of its assets to be appointed or otherwise ceases or threatens to cease to carry on business.
13. Governing Law:
The interpretation and performance of these Conditions will be governed by the law of England and shall be subject to the jurisdiction of the English Courts.