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Terms & Conditions

1. Interpretation
1.1 In these Conditions: 'BUYER' means the person whose order for the goods is accepted by the Seller. 'GOODS' means the goods (including any installment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions. 'SELLER' means Diamond Stylus Company Limited. 'CONDITIONS' means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller. 'CONTRACT' means the contract for the purchase and sale of the Goods.
2. Basis of the Sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any order of the Buyer which is accepted by the Seller, subject to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such order is made or purported to be made by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and Seller.
2.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. Orders
3.1 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Seller as a result of cancellation.
4. Price of Goods
4.1 The price of the Goods shall be the Seller's quoted price of, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller's published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 The Seller shall have the right to vary without notice the prices quoted to conform with the sellers list price ruling at the date of despatch or to reflect any increases in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer of failure of the Buyer to give the Seller adequate information or instructions.
4.3 The price quoted is inclusive of any applicable Value Added Tax and of delivery or postage charges. Large orders (normally those in excess of 50) will at the discretion of the Seller be delivered free of charge.
5. Terms of Payment
5.1 The Buyer shall pay the price of the Goods within 30 days of the date of the Seller's invoice.
5.2 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: 5.2.1 cancel the contract or suspend any further deliveries to the Buyer; 5.2.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation of the Buyer); and 5.2.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 3% per annum above Barclays Bank Plc. base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6. Delivery
6.1 The Seller will use its best endeavours to comply with any date give or requested but time for delivery is not guaranteed unless specifically agreed in writing to be of the essence of the Contract. In the absence of such special agreement the Seller shall not be liable for any delivery of the Goods howsoever caused.
7. Risk and Property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer.
8. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
9. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured for their full replacement value and identified as the Seller's property.
10. Until such time as property in the Goods passes to the Buyer, the Buyer shall be entitled to resell the goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. The Seller may at its option by notice in writing revoke the liberty to resell and this liberty to resell shall be automatically determined if a Receiver is appointed over any of the assets or the undertaking of the Buyer goes into voluntary liquidation (other than for the purposes of reconstruction or amalgamation) or summons a meeting of or makes any arrangements or composition with its creditors.
11. Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
12. The Buyer shall not be entitled to pledge or in any way charge by way of security for indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller, shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
13. Warranties and Liability
13.1 The Seller will at its option replace or repair any Goods found to be faulty, or refund the purchase price thereof, subject to the Seller receiving a claim in writing within 12 months of the date of the date of sale or within such shorter period as the Seller may indicate in relation to specific products from time to time.
13.2 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
13.3 Where the Goods are sold under a consumer transaction (as defined by the Sale of Goods Act 1979) the statutory rights of the Buyer are not affected by these Conditions.
13.4 Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.
13.5 The seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control:
13.5.1 Act of God, explosion, flood, tempest, fire or accident:
13.5.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition:
13.5.3 acts, restrictions, regulations, bye-laws, prohibitions or measured of any kind on the part of any governmental, parliamentary or local authority;
13.5.4 import or export regulations or embargoes;
13.5.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party).
14. Insolvency of Buyer
14.1 This clause applies if:
14.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction): or
14.1.2 an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer: or
14.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
14.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
14.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
15. General
15.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
15.2 No waiver by the Seller of any breach of the Contract by the buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.3 the contract shall be governed by the laws of England.