Terms and conditions
1. Application of conditions
These conditions apply to all sales of goods and supplies by the Company (DICOTA SCHWEIZ AG & DICOTA GmbH) to any customer (the Customer) and shall apply in place of and prevail over any terms or conditions contained or referred to in the Customer’s order or in correspondence or elsewhere or implied by trade, custom practice or course of dealing unless specifically agreed to in writing by a director or other authorised representative of the Company and any purported provisions to the contrary are hereby excluded or extinguished.
2. Quotations and acceptance
a) A quotation by the Company does not constitute an offer and the Company reserves the right to withdraw or revise the same at any point prior to the Company’s acceptance of the Customer’s order.
b) The Company’s acceptance of the Customer’s order shall be effective only where such acceptance is given in writing and signed by a director or other authorised representative of the Company and shall be at the discretion of the Company.
a) The prices payable for the goods shall be those contained in the Company’s price list therefore current at the time of despatch. The Company shall have the right at any time to withdraw any discount from its normal prices to take into account increases in costs including (without limitation) costs of any goods, materials, carriage, labour or overhead, the increases or imposition of nay tax, duty or any variation in exchange rates.
b) Unless otherwise specified and permitted by law, VAT and other tax or duties payable by the Customer shall be added to the price.
a) If DICOTA SCHWEIZ AG & DICOTA GmbH has granted the Buyer credit facilities, the payment of the price must be made within 30 days of the date of the invoice, unless otherwise specified in the Quotation, Sales Confirmation or Invoice. Any extension of credit allowed for the Buyer may be changed or withdrawn at any time. Where no credit has been granted, payment must be made in cash prior to delivery. Payment shall be made direct to DICOTA SCHWEIZ AG & DICOTA GmbH in the currency invoiced. The Buyer shall not be entitled to exercise any right of set-off against payment due to DICOTA SCHWEIZ AG & DICOTA GmbH .
b) DICOTA SCHWEIZ AG & DICOTA GmbH shall be entitled to charge daily interest on any overdue sum at the rate of 5 per cent per annum above the current base lending rate of HSBC Bank PLC from the due date until the date of actual payment.
c) If, in the opinion of DICOTA SCHWEIZ AG & DICOTA GmbH , the credit worthiness of the Buyer shall have deteriorated prior to the delivery, DICOTA SCHWEIZ AG & DICOTA GmbH may require full or partial payment for the price prior to delivery or the provision of security for payment by the Buyer in a form acceptable to DICOTA SCHWEIZ AG & DICOTA GmbH.
a) Delivery dates mentioned in any quotation, acknowledgement of order or elsewhere are approximate only and are not of any contractual effect and the Company shall not be under any liability to the Customer in respect of any failure to deliver on any particular date or dates.
b) Delivery shall be at the Customer’s premises unless stipulated or agreed by the Company.
c) If the Customer refuses or fails to take delivery of goods tendered in accordance with the contact, the Company shall be entitled to immediate payment in full for the goods so tendered. The Company shall be entitled to store at the risk of the Customer any goods of which the customer refuse or fails to take delivery and the Customer shall in addition to the purchase price pay all costs of such storage and any additional costs incurred as a result of such refusal or failure. The Company shall be entitled after the expiration of three months from the date upon which the price became payable to dispose of the goods in such a manner as the Company may determine.
d) Unless otherwise expressly agreed the Company may effect delivery in one or more instalments. Where delivery is effected in instalments, each delivery shall be treated as a separate contract.
e) If delivery is required, charges in addition to the contract price will be made.
Risk in the goods shall pass on delivery.
7. Title in the goods
All goods are supplied to the Customer by the Company of the following terms:
(i) the goods shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Customer shall have paid to the Company the agreed price.
(ii) until such payment the Customer shall be in possession of the goods solely as bailee for the Company and in a fiduciary capacity and shall store the goods in such a way as to be identified as the property of the Company.
(iii) the Company reserves the immediate right of repossession of any goods to which it has retained title as aforesaid and thereafter to re-sell the same and for this purpose the Customer hereby grants an irrevocable right and licence to the Company’s servants and agents to enter upon all or any of its premises with or without vehicles during normal business hours. This right shall continue to subsist not withstanding the termination of the contract for any reason and it without prejudice to any accrued rights of the Company there under or otherwise.
(iv) the Customer shall be at liberty and in the ordinary course of its business sell and deliver the goods to any third party as the Company’s bailee and in a fiduciary capacity and provided that the entire proceeds of sale are held in a separate bank account for the Company and are not mingled with any other monies and shall at all times be identifiable as the Company’s monies. The Customer agrees upon being so requested by the Company to assign to the Company all rights and claims which the Customer may have against its Customers arising from such sales until payment is made in full as aforesaid.
8. Third party rights
a) The Customer shall indemnify the Company against any and all liabilities, claims and costs incurred by or made against the Company as a direct or indirect result of the carrying out of any work required to be done on the goods in accordance with the requirements or specifications of the Customer involving any infringement or any right of any third party.
b) The Company shall have no liability to the Customer in the event of the goods infringing or being alleged to infringe the rights of any third party. In the event that the goods are or may be the subject of party rights the Company shall be obliged to transfer licence to the Customer only such title as the Company may have.
c) The Customer shall notify the Company forthwith of any claim made or action brought or threatened alleging infringement of any rights of any third party. The Company shall have control over and shall conduct any such proceedings in such a manner as it shall determine. The Customer shall provide all such reasonable assistance in connection therewith as the Company may request. The cost of any such proceedings shall be borne in such proportions as the parties shall determine.
9. Specifications and information
a) Unless expressly agreed in writing by the Company all descriptions, drawings, designs, specifications and particulars of weights and dimensions submitted by the Company are approximate only and the Company shall have no liability in respect of any deviation there from. The Company accepts no responsibility for any errors, omissions or other defects in any descriptions, drawings, designs or specifications not prepared by the Company and the Company shall be indemnified by the Customer against any and all expenses incurred by the Company arising there from.
b) All drawings, designs, specifications, manuals and information submitted by the Company are confidential and shall not be disclosed to any third party without the Company’s prior written consent.
a) The Company shall not be liable to the Customers:
(i) for shortage in quantity delivered unless the Customer notifies the Company for shortage in quantity delivered within 24 hours of the receipt of the goods.
(ii) for damage or loss of the goods or any part thereof in transit (where the goods are carried by the Company’s own transport or by a carrier on behalf of the Company) unless the Customer shall notify the Company in writing within 24 hours of receipt of the goods.
(iii) for defects in the goods caused by fair wear and tear, abnormal conditions of storage or use or act, neglect or default of the Customer or of any third party.
(iv) for other defects in goods supplied, unless notified to the Company within seven days of receipt of the goods, or where the defect would not be apparent on reasonable inspection within seven days of delivery.
(i) Where liability is accepted by the Company under paragraph a) the Company’s only obligation shall be at its option to make good any shortage or non delivery and/or as appropriate to replace or repair any goods found to be damaged or defective and/or to refund the cost thereof to the Customer, and in no event shall the Company be under any liability whatsoever and howsoever arising for any loss of use or loss of profit, interruption of business or any other indirect, special or consequential losses of any type arising or alleged to obligations hereunder.
(ii) the Company’s aggregate liability to the Customer hereunder or otherwise arising whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered goods which give rise to such liability as determined by net price invoiced Customer in respect of any occurrence or series of occurrences.
c) Subject to foregoing all conditions, warranties and representations, expressed or implied by statute or common law or otherwise in relation to the goods are hereby excluded and the Company shall be under no liability to the Customer for any loss, damage or injury, direct or indirect, resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Company, its employees or agents.
d) The Company’s prices are determined on the basis of the limits of liability set out in this Condition. The Customer may by written notice to the Company request the Company to agree to a higher limit of liability provided insurance cover can be obtained therefore.
The Customer shall meet the cost of any special packaging requested by the Customer or any packaging rendered necessary for delivery by any other means other than the Company’s normal means of delivery.
12. Licences and consents
If any licence or consent of any government or other authority shall be required for the acquisition, carriage or use of the goods by the Customer the Customer shall obtain the same as its own expense and if necessary shall produce evidence of the same to the Company on demand. Failure to do so shall not entitle the Customer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Company resulting from such failure shall be for the Customer’s account.
13. Force majeure
a) The Company shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of the supply of goods by the Company being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Company’s reasonable control including but not limited to Act of God, war, riot, strike, lock-out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire flood storms, difficulty or increase expense in obtaining workman, materials or transport or other circumstances affecting the supply of the goods or raw materials therefore by the Company’s normal source of supply or the manufacture of the goods by the Company’s normal means, or the delivery of the goods by the Company’s normal route or means of delivery.
b) If due to such circumstances or events, the Company has insufficient stocks to meet all its commitments, the Company may apportion available stocks between its customers at its sole discretion.
14. Insolvency and default
If the Customer makes any voluntary agreement with its creditors or becomes subject to an administration order or (being an individual or a firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction previously approved in writing by the Company, or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer, or the Customer ceases, or threatens to cease to carry on business, or the Company apprehends that any of the aforementioned events is about to occur in relation to the Customer and notifies the Customer accordingly or if the Customer takes or suffers any similar or analogous action in consequences of debt or commits any breach of this or any other contract between the Company and the Customer, the Company may without prejudice to any of its other rights, stop any goods in transit and/or suspend further deliveries and/or to determine the rights of the Customer under Condition and/or by notice in writing to the Customer determine the Contract.
Failure by the Company to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
Any notice hereunder shall be deemed to have been duly given if delivered by hand or sent by prepaid post, email or facsimile to the party concerned at is last known address. Notices sent by first class post shall be deemed (in the absence of evidence of earlier receipt) to have been delivered forty-eight hours after despatch and in proving the fact of despatch it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and posted. Any notices sent by email or facsimile shall be deemed to have been delivered on the first working day following its despatch.
17. Governing law
The contract shall be governed by and construed in accordance with the Law of England and the parties hereby submit to the jurisdiction of the English Courts.
Cancellation or credit will only be accepted by prior written agreement and will be subject to a charge at the Company’s discretion. All goods accepted by the Company for credit must be returned in saleable condition in the original packaging complete with all accessories, manuals etc. The risk in the goods will not revert from the Customer to the Company until the goods have been certified as safely received by the Company. The customer is strongly recommended to insure such goods in transit to the full value.
19. Defective goods
If the Goods are defective on delivery, and the defects arise from faulty materials or workmanship and are caused by fair wear and tear, abnormal conditions of use, transportation or any neglect or default of the Buyer or of any third party and is given written notice of the defects promptly upon discovery by the Buyer and at any date within 12 months after delivery. Then unless otherwise specified overleaf, DICOTA SCHWEIZ AG & DICOTA GmbH ’s sole obligation shall be (at its option) to repair or replace the defective item.
20. Return of goods
a) In the unfortunate case where goods are received damaged, it is important that the Company be informed in WRITING immediately on receipt and all Company references must be enclosed, as per the Customer liability detailed in Clause 10 herein.
b) No goods will be accepted back without prior authority from the Company. Authority will be given to the Customer in the form of an RMA number, and where applicable, arrangements will be made by the Company for the return of the goods.
c) The Customer is required to, in a written report, state when the goods were received, where they were delivered to, a full description of the nature of the damage, describing all marks, dents, scratches etc and also the condition of the packaging. The Company will also need to know the parcel number where the Company has appointed its carrier. On receipt of a written report, the Company may, at its sole discretion, issue replacement goods, or arrange collection of the damaged goods. The damaged goods will be collected or arrangements made for their return at a later date.
d) If the goods delivered are incorrectly supplied or turn out to be faulty, the Company will require that the goods are returned for exchange in advance of replacement goods being issued. Issue of replacement goods is etc the sole discretion of the Company. It will not be possible to issue replacement items until the incorrect or faulty goods are returned for inspection and verification.
e) The Company shall not cover cost of return of goods. No reimbursement for costs for postage from overseas will be met.
f) When returning faulty goods ensure that the RMA number is clearly marked on the outside of the packaging and also inside with the goods. Also enclose a full and accurate fault report so that the Company may rectify the matter as swiftly as possible.
g) It is the responsibility of the Customer to ensure that when goods are returned that the packaging used to send them is adequate for the journey. The Company will not be held responsible for damaged goods returned without sufficient means to protect them.