Terms and Conditions
This page contains information on the Terms and Conditions that are in place during the supply of a product from DSA Suppliers T/A Manon Fire & Gas Services Ltd who’s website is www.dsasuppliers.com and is trading as DSA Suppliers (hereby known as the Seller), as ordered by the customer (hereby known as the Purchaser).
DSA Suppliers T/A Manon Fire & Gas Services Ltd whose website is www.dsasuppliers.com retain the right to alter these Terms and Conditions as is seen fit. Purchasers will be subject to the policies in force at the point of placing the order. Please take the time to familiarise yourself with the following information prior to committing to any purchases.
1. Formation of Contract
1.1. Any order sent to the Seller by the Purchaser shall be accepted entirely at the Discretion of the Seller. If so accepted, it will only be upon these conditions (hereafter referred to as the ‘Conditions’)
1.2. Each order that is so accepted shall constitute an individual legally binding contract between the Seller and the Purchaser and such contract is hereafter referred to in these Conditions as an ‘Order’
1.3. These Conditions shall override any contrary different or additional terms or conditions (if any) contained on or referred to in an order form or other documents or correspondence from the Purchaser. No addition or alteration or substitution of these Terms will bind the Seller or form part of any Order unless they are expressly accepted in writing by a person authorised to sign on the Seller’s behalf
2. Specification of Goods
Specification of all goods supplied by the Seller shall be in accordance with the specifications or descriptions (if any) expressly listed or set out on the face of the quotation or Order. No other specification, descriptive material, written or oral representation, correspondence or statement, promotional or sales literature shall form part of or be incorporated by reference into the Order
The Purchaser shall be deemed to have accepted all goods upon their delivery by the Seller to the address specified in the Order
4. Delivery and Risk
4.1. Unless otherwise stated in the Order, the price quoted is Ex Works excludes delivery to the address specified in the Order
4.2. Any time or date for delivery given by the Seller is given by the Seller in good faith but is an estimate only
4.3. Risk in the goods shall pass to the Purchaser upon delivery
5. Title and Payment
5.1. The Seller warrants that (except in relation to intellectual property rights of third parties as referred to in Condition 5.3) the Seller has good title to the goods and that (pursuant to s 12(3) of the Sale of Goods Act 1979, or s 2(3) of the Supply of Goods and Services Act 1982, whichever Act applies to the Order) it will transfer such title as it may have in the goods to the Purchaser pursuant to Condition 5.5.
5.2. The Seller warrants that it is not aware of any actual or alleged infringements of any intellectual property rights of third parties that relate to the goods other than those (if any) which the Seller has disclosed to the Purchaser prior to acceptance of the Order.
5.3. The Seller shall have no liability to the Purchaser (other than as provided in Condition 10) in the event that the goods to be supplied under the Order infringe any intellectual property rights of a third party (including without limitation by reason of their possession, sale or use, whether alone or in association or combination with any other goods); the Seller gives no warranty that the goods to be supplied under the order will not infringe as aforesaid, and all conditions, warranties, stipulations or other statements whatsoever relating to such infringement or alleged infringement (if any), whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded.
5.4. Unless otherwise stated in the Order, Full payment of the price of the goods comprised in each consignment shall be paid in full by the Purchaser on receipt of the Sellers invoice.
5.5. Title to the goods comprised in each consignment shall not pass to the Purchaser until the Purchaser has paid their price to the Seller, but, even though title has not passed, the Seller shall be entitled to sue for their price once its payment has become due.
5.6. The price quoted for any Order is valid for 60 Days from the date of the quotation.
5.7. All prices are exclusive of VAT (Value Added Tax) where applicable.
If the Seller shall be unable, through circumstances beyond its control (including without limitation lack of shipping instructions from the Purchaser), to deliver the goods within 14 days after notification to the Purchaser or its agent that the goods are ready for delivery, the Seller shall be entitled to arrange storage on behalf of the Purchaser, whereupon delivery shall be deemed to have taken place, all risk in the goods shall pass to the Purchaser, and delivery to the Purchaser of the relevant warehouse receipt shall be deemed to be delivery of the goods for the purposes of Condition 4. All charges incurred by the Seller for storage or insurance shall be paid by the Purchaser within 30 days of submission of an invoice
7. Damage in transit
The Seller will replace free of charge any goods proved to the Seller’s satisfaction to have been damaged in transit provided that within 24 hours after delivery both the Seller and the carriers have received from the Purchasers notification in writing of the occurrence of the damage and also, if and so far as practicable, of its nature and extent.
8. Force Majeure
8.1. The Seller shall not be under any liability for any failure to perform any of its obligations under the Order due to Force Majeure. Following notification by the Seller to the Purchaser of such cause, the Seller shall be allowed a reasonable extension of time for the performance of its obligations
8.2. For the purposes of this Condition. ‘Force Majeure’ means fire, explosion, flood, lightning, Act of God, act of terrorism, war, rebellion, riot, sabotage, or official strike or similar official labour dispute, or events or circumstances outside the reasonable control of the party affected thereby
Except as provided otherwise in these Terms and Conditions, Company warrants goods of its and affiliates' manufacture as in all materials aspects conforming to applicable specifications and/or drawings of Company. Commencing with date of shipment, Company's warranty shall run for 12, 24 & 36 months unless Company has specified otherwise in writing. Non-complying goods returned transportation prepaid to Company will be repaired or replaced, at Company's option, and return-shipped lowest cost, transportation prepaid. Company shall have no further liability to the Customer. No goods will be accepted for return without an authorization number obtained in advance of shipment from Company.
The above warranty is subject to the following conditions:
(i) The Company shall be under no liability in respect of any defect in the goods arising from any drawing, design or specification supplied by the customer.
(ii) The Company shall be under no liability in respect of any defect arising from fair wear and tear, contamination, wilful damage, negligence, incorrect movement, improper installation, neglect, failure to follow Company's instructions (whether oral or in writing), operation in environmental conditions outside specified safe operating extremes, misuse or modification or repair of the goods without the Company's approval.
(iii) The Company shall be under no liability in respect of any defect or failure of the goods to operate in accordance with the specifications, illustrations, description and other particulars in the Company's literature due to the fact that the Customer combines or uses the goods with any incompatible equipment or ancillary products that may be connected to the goods.
Company reserves the right to charge its regular charges if inspection does not disclose a defect within the terms of this warranty. Repaired or replaced equipment shall be warranted for the remainder of the unused warranty term or for 90 days from shipment, whichever is longer. Additional warranty terms for specific goods may apply. The Company does not represent that the goods may not be compromised or circumvented; that the goods will prevent any personal injury or property loss; or that the goods will in all cases provide adequate warning or protection.
10. Intellectual property rights
Copyright, design right and all other rights in the design and manufacture of goods supplied by the Sellers remain the Manufacturing Company's property and none is acquired by the Customer.
Both the Seller and the Purchaser shall each keep confidential and shall not without the prior consent in writing of the other disclose to any third party any technical or commercial information which it has acquired from the other as a result of discussions, negotiations and other communications between them relating to the goods and the Order
12. Economic loss
Subject to Condition 14, and notwithstanding anything contained in these Conditions (other than Condition 14) or the Order, in no circumstances shall the Seller be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatever the cause thereof, (i) for any loss of profit, business, contracts, revenues, or anticipated savings, or (ii) for any special indirect or consequential damage of any nature whatsoever.
13. Limitation of Liability
Subject to Condition 14, and notwithstanding anything contained in these Conditions (other than Condition 14) or the Order, the Seller’s liability to the Purchaser in respect of the Order, in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising, shall be limited to the price of the goods specified in the Order.
14. Unfair Contract Terms Act 1977
14.1. If and to the extent that s 6 and/or 7(3A) of the Unfair Contract Terms Act 1977 applies to the Order, no provision of these terms and conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Seller for breach of the express warranties contained in Condition 5, or for breach of the applicable warranties as to title and quiet possession implied into the terms and conditions of the Order by s 12(3) of the Sale of Goods Act 1979, or s 2(3) of the Supply of Goods and Services Act 1982, whichever Act applies to the Order.
14.2. Where the Purchaser is a natural person and if and to the extent that s 2(1) of the Unfair Contract Terms Act 1977 applies to the Order, nothing in these terms and conditions shall operate or be construed to operate so as to exclude or restrict the liability of the Seller for death or personal injury caused to the Purchaser by reason of the negligence of the Seller or of its servants, employees or agents.
Customer shall comply with all applicable export control laws and regulations of the United Kingdom and any other country having proper jurisdiction and shall obtain all necessary export licenses in connection with any subsequent export, re-export, transfer and use of all product, technology and software purchased, licensed, and received from Company.
16. Exclusion of rights of third parties
These conditions are not made for the benefit of, nor shall any of their provisions be enforceable by, any person other than the parties to this Agreement and their respective successors and permitted assignees.
17. Applicable law
The Order shall be considered a contract made in England and shall be governed in all respects by the law of England and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.