Terms & Conditions

The Buyer’s attention is particularly drawn to the provisions of clauses 7 and 10.

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply to these Terms.

“Buyer” means the person, firm or company who purchases Goods from the Company.

“Company” means DC Automation Ltd

“Contract” means any contract between the Company and the Buyer for the sale and purchase of Goods, incorporating these Terms.

“Delivery Point” means the place where delivery of the Goods is to take place under clause 4.

“Goods” means any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).

1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force under it.

1.3 Words in the singular include the plural and in the plural include the singular.

1.4 A reference to one gender includes a reference to the other gender.

1.5 Clause headings do not affect the interpretation of these Terms.

1.6 A person includes a corporate body or unincorporated entity.

2. Application of Terms

2.1 Subject to any variation under clause 2.3 hereof, the Contract shall be on these Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or any other document).

2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These Terms apply to all of the Company’s sales and any variation to these Terms and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a duly authorised representative of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this clause shall exclude or limit the Company’s liability for fraudulent misrepresentation.

2.4 Each order or acceptance of a quotation for Goods by the Buyer from

the Company shall be deemed to be an offer by the Buyer to buy the

Goods subject to these Terms.

2.5 No order placed by the Buyer shall be deemed to be accepted by the

Company until a written acknowledgement of order is issued by the

Company or (if earlier) the Company delivers the Goods to the Buyer.

2.6 The Buyer shall ensure that the terms of its order are complete and

accurate.

2.7 Any quotation is given on the basis that no Contract shall come into

existence until the Company despatches an acknowledgement/

acceptance of order to the Buyer. Any quotation from the Company

shall be valid for the period stated thereon, otherwise for a period of 30

days only from its date, provided that the Company has not previously

withdrawn it.

2.8 Execution and delivery of accepted orders is contingent upon

availability of the Goods concerned.

3. Description

3.1 The quantity and description of the Goods shall be as set out in the

Company’s quotation or acknowledgement of order.

3.2 All samples, drawings, descriptive matter, specifications and advertising

issued by the Company and any descriptions or illustrations contained

in the Company’s catalogues or brochures are issued or published for

the sole purpose of giving an approximate idea of the Goods described

in them. They shall not form part of the Contract and this is not a sale

by sample unless otherwise agreed in writing by the Company.

4. Delivery

4.1 Unless otherwise agreed in writing by the Company, delivery of the

Goods shall take place at the Company’s place of business.

4.2 Unless otherwise agreed in writing by the Company, the Buyer shall

take delivery of the Goods within 7 days of the Company giving it notice

that the Goods are ready for delivery.

4.3 Any dates specified by the Company for delivery of the Goods are

intended to be an estimate and time for delivery shall not be and not

be made of the essence by notice. If no dates are so specified, delivery

shall be within a reasonable time.

4.4 Subject to the other provisions of these Terms, the Company shall not

be liable for any direct, indirect or consequential loss (all three of which

include, without limitation, pure economic loss, loss of profits, loss

of business, depletion of goodwill and similar loss), costs, damages,

charges or expenses caused directly or indirectly by any delay in the

delivery of the Goods (even if caused by the Company’s negligence)

nor shall any delay entitle the Buyer to terminate or rescind the Contract

unless such delay exceeds 180 days.

4.5 If for any reason the Buyer fails to accept delivery of any of the Goods

when they are ready for delivery, or the Company is unable to deliver

the Goods on time because the Buyer has not provided appropriate

instructions, documents, licences or authorisations:

4.5.1 risk in the Goods shall pass to the Buyer (including for loss or

damage caused by the Company’s negligence);

4.5.2 the Goods shall be deemed to have been delivered; and

4.5.3 the Company may store the Goods until delivery, whereupon

the Buyer shall be liable for all related costs and expenses

(including, without limitation, storage and insurance).

4.6 The Buyer shall provide at the delivery point and at its expense adequate

and appropriate equipment and manual labour for loading the Goods.

4.7 The Company may deliver the Goods by separate instalments. Each

separate instalment shall be invoiced and paid for in accordance with

the provisions of the Contract.

4.8 Each instalment shall be a separate Contract and no cancellation or

termination of any one Contract relating to an instalment shall entitle

the Buyer to repudiate or cancel any other Contract or instalment.

5. Non-Delivery

5.1 The quantity of any consignment of Goods as recorded by the Company

upon despatch from the Company’s place of business shall be conclusive

evidence of the quantity received by the Buyer on delivery unless the

Buyer can provide conclusive evidence proving the contrary.

5.2 The Company shall not be liable for any non-delivery of Goods (even if

caused by the Company’s negligence) unless the Buyer gives written

notice to the Company of the non-delivery within 7 days of the date

when the Goods would in the ordinary course of events have been

received.

5.3 Any liability of the Company for non-delivery of the Goods shall be

limited to replacing the Goods within a reasonable time or issuing a

credit note at the pro rata Contract rate against any invoice raised for

such Goods.

6. Price and Payment

6.1 Unless otherwise agreed by the Company in writing, the price for the

Goods shall be the price set out in the Company’s price list published

on the date of delivery or deemed delivery.

6.2 The price for the Goods shall be exclusive of any value added tax

and all costs or charges in relation to packaging, loading, unloading,

carriage and insurance, all of which amounts the Buyer shall pay in

addition when it is due to pay for the Goods.

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