STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS & SERVICES
DW DISPLAY LTD also trading as DWD RETAIL DISPLAY
1 DEFINITIONS In this document the following words shall have the following meanings:
1.1 "Consumer" shall have the meaning as described in section 12 of the Unfair Contract Terms Act 1977; 1.2 "Customer" means any person or company who purchases Goods or Services from the Supplier; 1.3 "Goods" means the articles specified in the Proposal or described in our online descriptions;
1.4 "Proposal" means a statement of work, quotation or other similar document describing the Goods and Services to be provided by the Supplier;
1.5 "Services" means the services specified in the Proposal;
1.6 "Supplier" means DW Display Ltd, Unit 14 Westminster Road, Wareham, Dorset, BH20 4SP whose registered office is 14a Albany Road, Weymouth, DT4 9TH also trading as DWD Retail Display.
1.7 "Terms and Conditions" means the terms and conditions of supply set out in this document and any special terms and conditions agreed in writing between the Supplier & Customer.
2.1 These Terms and Conditions shall apply to all contracts for the supply of Goods and Services by the Supplier to the Customer and shall prevail over any other documentation or communication from the Customer.
2.2 Any variation to these Terms and Conditions shall be inapplicable unless agreed in writing by the Supplier.
2.3 Nothing in these Terms and Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Supplier may be entitled in relation to the Goods and Services, by virtue of any statute, law or regulation.
2.4 Nothing in these Terms and Conditions shall affect the Customer's statutory rights as a Consumer.
3 THE ORDER
3.1 The Customer shall be deemed to have placed an order with the Supplier ("the Order") if he has requested or instructed the supplier to send goods, verbally, by email or by official purchase order.
3.2 If the customer has received a formal quotation or proposal from the supplier, all instructions from the customer to proceed with the supply of Goods and Services shall be deemed to be acceptance of the Proposal pursuant to these Terms and Conditions.
3.3 The Customer will always be sent a confirmation email by the supplier as acknowledgement of the customers instruction to supply the goods or services as requested and any inaccuracies in this email or subsequent emails regarding this order must be notified to the supplier within 24 hours of receipt of such email or emails.
3.4 For bespoke display stands, the supplier will email the customer a general appearance drawing that will require approval by the customer before production can commence.
4 PRICE AND PAYMENT
4.1 The price for the Goods and Services is as specified in the Proposal or contained within our online descriptions is exclusive of VAT and in many cases other applicable charges such as delivery charges.
4.2 Payment of the price shall be in the manner specified in the Proposal or as agreed between the supplier and customer.
4.3 If the Customer fails to make any payment within 30 days of it becoming due, the Supplier shall be entitled to charge interest at the current base rate plus 2.5% per month on the outstanding amounts.
5.1 The date of the delivery for the order provided by the Supplier is an estimate only and is based on lead times provided by material suppliers and shipping agents at the time orders are placed. The estimated delivery date can be earlier than estimated or later than estimated depending on deliveries received from third party suppliers. The estimated delivery date is provided in good faith at the time the order is placed and the Supplier will endeavour to do everything possible to provide the estimated delivery date but they are not guaranteed. Therefore the time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods.
5.2 Our Incoterms for goods purchased for delivery into EU member states (including Northern Ireland) are ex-works unless a shipping charge has been agreed and then the Incoterms areDAP (Delivered at Place) which means the customer will be responsible for all local taxes including duty and VAT.
5.3 All risk in the Goods shall pass to the Customer upon delivery.
5.4 Any Services specified in the Proposal that operate for a period of time will be provided for a maximum period of 12 months unless a shorter time period is specified on the proposal. The Customer will then be invited to renew the Services at the prevailing rate as specified by the Supplier.
Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods.
7 CUSTOMER'S OBLIGATIONS
To enable the Supplier to perform its obligations the Customer shall:
7.1 co-operate with the Supplier;
7.2 provide the Supplier with any information reasonably required by the Supplier;
7.3 obtain all necessary permissions, licenses and consents which may be required before the commencement of the services, the cost of which shall be the sole responsibility of the Customer; and
7.4 comply with such other requirements as may be set out in the Proposal or otherwise agreed between the parties.
8 SUPPLIER'S OBLIGATIONS
8.1 The Supplier warrants that the Goods will at the time of delivery correspond to the description given by the Supplier.
8.2 The Supplier shall perform the Services with reasonable skill and care and to a reasonable standard in accordance with recognised standards and codes of practice.
8.3 The Supplier accepts all responsibility for the condition of tools and equipment used in the performance of the Services and shall ensure that any materials supplied shall be free of defects.
9. PROTOTYPES & SAMPLES
9.1 If prototypes or samples are supplied, it will be at full retail price plus any additional charges, applicable delivery charges and VAT.
9.2 Once samples or prototypes have been manufactured or supplied, they cannot be returned for refunds.
9.3 Samples are supplied on a pro-forma basis but if an invoice is issued for the supply of samples, the Customer is required to make any payment within 30 days of the date of invoice.
10. CHANGES TO ADVERTISED PRICES & SPECIFICATIONS
10.1 The supplier reserve the right to change the design and specification to products advertised & available to purchase on line.
10.2 Colours of products may vary from those advertised on our website. This is especially relevant to natural products such as wicker baskets.
10.3 The supplier reserve the right to alter advertised prices as required due to increases in raw materials & proprietary product prices that it purchases from third party suppliers.
11 CANCELLATIONS AND REFUNDS FOR GOODS ONLY
11.1 Where the Goods are faulty or do not comply with any of the contract, the Customer must notify the Supplier within 7 days of delivery and return the Goods to the supplier within 7 days of notifying the supplier. Once the supplier has confirmed the Goods are faulty or do not comply with any of the contract the Customer shall be entitled to replacement Goods or a full credit.
11.2 The Customer may cancel an Order by notifying the Supplier in writing (an email is an acceptable form of writing) at the address above within 5 days of placing an Order but the customer will be responsible for any costs that the supplier has occurred to the point of cancellation and any deposit paid will not be refunded.
11.3 If the Goods have been dispatched to the customer then it will not be possible to cancel the contract and full payment will be due.
12 LIMITATION OF LIABILITY
12.1 Nothing in these Terms and Conditions shall exclude or limit the liability of the Supplier for death or personal injury, however the Supplier shall not be liable for any direct loss or damage suffered by the Customer howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the price for the Goods and Services.
12.2 The Supplier shall not be liable under any circumstances to the Customer or any third party for any indirect or consequential loss of profit, consequential or other economic loss suffered by the Customer howsoever caused, as a result of any negligence, breach of contract, misrepresentation or otherwise.
12.3 For the avoidance of doubt, time shall not be of the essence and the Supplier shall incur no liability to the Customer in respect of any failure to complete the Services by any agreed completion date.
13 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the party shall be entitled to a reasonable extension of its obligations.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated. 14 GOVERNING LAW These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.