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TERMS AND CONDITIONS OF SALE (For both web sales and account sales)
1. Definitions ‘Seller’ means Directa (UK) Ltd registered in England 1008317.
‘Buyer’ means the person who buys or agrees to buy the goods from the Seller.
‘Goods’ means the articles which the Buyer agrees to buy from the Seller.
‘Conditions’ means the terms and conditions of sale set out in this document.
2. The Contract
2.1 These Conditions of sale shall apply to all contracts for the sale of Goods by the Seller to the Buyer, and shall prevail over any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order.
2.2 All orders for Goods shall be an invitation to treat made by the Buyer, and the Seller will only consider it on the basis that any items inconsistent with these Conditions are waived.
2.3 These Conditions form the whole agreement between the Buyer and Seller and any variation to them shall be inapplicable unless agree din writing by the directors of the Seller.
2.4 Acceptance of delivery of the Goods to the Buyer shall be conclusive evidence of the Buyer’s acceptance of these Conditions.
3. The Price
3.1 The price shall be the Sellers price as displayed on this website .
3.2 The price excludes VAT which shall be due at the rate ruling on the date of the Seller’s invoice.
3.3 If there is a major increase in costs due to fluctuations in currency markets, raw materials or labour, the Seller may increase the price after notifying the Buyer in writing.
4.1 Orders placed via the website are payable by credit card/ debit card only.
4.2 For other orders payment of the price and VAT shall be due on the last working day of the month following the end of the month in which the goods are delivered.
4.3 Time for payment shall be of the essence of this contract.
4.4 Interest may be charged on any overdue invoices from the date when payment is due at the rate of 2% per annum above National Westminster Bank PLC’s base rate from time to time in force. Interest will accrue daily and runs before and after any judgement the Seller obtains.
4.5 If payment is overdue, the Buyer will indemnify the Seller against all reasonable legal costs incurred in obtaining payment.
4.6 The Buyer may not withold payment against the Price including any applicable VAT, because of any amounts due from the Seller or because of any dispute.
4.7 The Buyer may not claim any right or set off against the Price or applicable VAT.
4.8 The Seller may apply any payment made by the Buyer to any of the Goods ordered or any Goods supplied under any other contract with the Buyer as the Seller may in its sole discretion see fit.
4.9 If the Buyer fails to make any payment on the due date, then without prejudice to any of the Seller’s other rights, the Seller may suspend or cancel deliveries of any Goods to the buyer.
5.1 Delivery of the Goods will occur when they have been set aside and labelled with the Buyer’s name at the Seller’s warehouse and the Buyer has been notified that they are ready for collection.
5.2 Time of delivery shall not be the essence of this contract.
5.3 Any delivery date given by the Seller to the Buyer is an estimate only.
5.4 The Seller shall not be liable for any loss or damage at all to the Buyer due to the failure by the Seller to deliver any or all of the Goods promptly or at all.
5.5 The Buyer may not reduce the price or make a claim against the Seller for late delivery. In spite of any delay or failure by the Seller to deliver the Goods promptly, the Buyer shall still be bound to accept delivery and pay for the Goods.
5.6 The Seller may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with these conditions.
5.7 All risk in the Goods shall pass to the Buyer upon delivery as defined in 5.1
5.8 The Seller shall, if requested, arrange for carriage of the Goods to the Buyer’s address. All costs of carriage and insurance incurred by the Seller will be reimbursed by the Buyer without any set off and shall be due on the date for payment of the price of the Goods. The carrier shall be deemed to be the Buyer’s agent.
6. Inspections and Shortages
6.1 The Buyer shall inspect the Goods immediately upon receipt.
6.2 The Seller is not liable for any shortages in the Goods that should have been seen on careful inspection, unless the Seller is is given notice within 3 days of the Buyer receiving the Goods.
6.3 The Buyer shall be deemed to have accepted the Goods 3 days after receipt of them.
6.4 Once the Buyer has accepted the Goods, either expressly or by deemed acceptance, the Buyer shall not be entitled to reject any Goods.
6.5 No Goods which the Buyer has received which are in accordance with the contract will be accepted for return without the prior written approval of the Seller.
6.6 If the Seller agrees to accept any Goods for return, the Buyer will pay a handling charge of 10% of the invoice price which shall be due within 5 days of the return of the Goods. Any returned Goods must be delivered carriage paid to the Seller in their original packaging in resaleable condition.
7.1 In spite of delivery having been made to the Buyer as defined in 5.1, legal and equitable title to the Goods shall remain with the Seller until the Buyer has paid all money owing to the Seller under any invoice and not just the Goods to which this contract relates.
7.2 Until title of the Goods passes to the Buyer, the Buyer shall hold the Goods on a fiduciary basis as bailee for the Seller, but may not commit the Seller to any liability under contract.
7.3 At any time while the Goods still belong to the Seller but are still in the Buyer’s possession, the Seller may require the Buyer to return the Goods to the Seller or make them available for collection.
7.4 The Buyer shall, at no cost to the Seller, store the goods separately from all other goods in its possession and marked in such a way that clearly identifies the Goods as belonging to the Seller.
7.5 The Buyer may use or sell the Goods in the ordinary course of the Buyer’s business unless the Buyer becomes insolvent or the Seller requires the Goods to be returned.
7.6 Until title to the Goods passes to the Buyer, all proceeds of sale of the Goods shall be held in trust for the Seller and shall be paid into a separate account which may not be overdrawn.
7.7 All trust money as defined in 7.6 and 7.13 shall at material times be identified as the Seller’s money, shall not be mixed with any other money and shall not be paid into any overdrawn bank account.
7.8 The Seller shall be entitled to recover the price for the Goods irrespective that the title to the Goods has passed to the Buyer.
7.9 If the Buyer has not acquired title to the Goods, the Seller may enter upon any premises owned, occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.
7.10 The Buyer expressly grants a contractual licence to the Seller to enter such premises as defined in 7.9 for the purpose of repossession and agrees to waive all rights in contract or in tort for damages or any other remedy in relation to the Seller’s entry onto the Buyer’s premises be that forceful or otherwise.
7.11 The Buyer shall not pledge or in any way create a floating fixed charge by way of security for any indebtedness, on any of the Goods to which the Seller still has title. No security may be created over the Goods ranking in priority to the Seller’s title.
7.12 The Buyer shall insure the Goods from delivery and keep them insured with a reputable insurance provider, to the full invoice price, against all reasonable risks while title to the Goods remains with the Seller.
7.13 If any insurance policy as set out in 7.12 pays out any money, such funds will be held by the Buyer on trust for the Seller as a fiduciary agent.
8.1 The Seller warrants the Goods will at the time of delivery correspond with the description given by the Seller.
8.2 All terms, conditions and warranties relating to the quality or the fitness for purpose of the Goods are excluded unless the Buyer deals as a consumer as defined in the Unfair Contract Terms Act 1977 s.12.
8.3 The Seller will put right any breach of warranty by supplying replacements but will not accept any other liablity in contract, tort or any consequential loss. The Seller does not exclude liability for death or personal injury from the Seller’s negligence.
8.4 In any event any liability will not exceed the price paid for the Goods which are the subject of a claim.
9. Force Majeure
9.1 The Seller shall not be liable for any delays caused by matters outside its control such as: acts of God, war, riot and civil disturbance, terrorism, fire or explosion, trade disputes, British or foreign government action or regulation, delay by suppliers, accidents, material shortages, labour or manufacturing difficulties or others.
9.2 Should a force majeure event occur, the Seller shall not be liable in any way for any loss or damage arising directly or indirectly from the event.
9.3 If the force majeure event lasts for longer than three months then either the Buyer or the Seller may give notice to terminate the contract. The Buyer will pay for any Goods it has received.
10. Use of Seller’s Products
10.1 The Goods may be aerosol products which are pressurised and must be handled with care and not exposed to high or low temperature. Direct sunlight must be avoided and the cans should not be pierced even if empty. The Goods may be flammable and must not be used near flames and sparks. Some Goods may damage plastics or other materials. Some Goods have contents which may cause damage to health. The Buyer must at all times comply with the advice in the Seller’s product safety sheets and must ensure that all people coming into contact with Goods supplied by the Seller also comply with the Safety Sheets.
10.2 Safety Sheets are available for all the Seller’s products on request and the Buyer must ensure that anyone handling the products has full instructions for their safe use and handling. The Buyer agrees to indemnify the Seller against all claims in tort or contract if it does not comply with this condition.
10.3 The Buyer must use, store and handle the Goods safely in accordance with the Seller’s instructions.
10.4 The Buyer must not modify the Goods or any markings upon them without obtaining the Seller’s written permission. Should the Buyer wish to export the Goods, the Seller’s advice must be sought on appropriate labelling for foreign jurisdictions.
10.5 If the Buyer fails to comply with the conditions in 10.4, the Buyer agrees to indemnify the Seller against all claims based in contract, tort or crime in all jurisdictions.
10.6 The Buyer must satisfy itself that the Goods are appropriate for all purposes for which it intends to use them. The Seller only agrees to supply the Goods on the basis that the Buyer is not relying on any statements made by the Seller. The Seller does not exclude claims for fraudulent misrepresentation.
11. Buyer’s breach of contract
11.1 The Seller may treat the Buyer as having repudiated the contract if the Buyer does not make payment when due or fails to accept delivery.
11.2 The Buyer will be treated as having repudiated the contract if it becomes insolvent or commits a serious breach of the contract.
11.3 If the contract is repudiated, all invoices sent to the Buyer must be paid immediately and all Goods delivered but not yet invoiced must be paid for immediately.
11.4 The Buyer may be treated as insolvent if:
11.4.1 it is a company which has a petition for winding up against it or passes a resolution for winding up
11.4.2 a receiver of any of its assets is appointed
11.4.3 a meeting of creditors is convened
11.4.4 it or any of its partners or subsidiaries becomes insolvent as defined in 11.4
11.4.5 it is unable to pay its debts as defined in ss 123 or 286 Insolvency Act 1986
11.4.6. any of its creditors tries to serve on it a document purporting to be a statutory demand
11.4.7 any judgement against it remains unsatisfied after 7 days
11.4.8 anything similar happens in a foreign jurisdiction
12.1 This contract is governed by English Law
12.2 All disputes arising out of the contract shall be subject to the exclusive jurisdiction of the courts of England to which the Buyer submits.
12.3 Every reference to the Goods is a reference to each of the Goods.
13 RETENTION OF TITLE: Title to the property in all goods supplied in each and every sales contract entered into between us does not pass until all monies outstanding under any sale contract have been received by Directa (UK) Ltd by way of cleared funds.
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