Terms and Conditions of Sale

1. Terms

1.1 The Supplier will provide the goods and services to the Customer as per the given quote, and these transactions will follow these Terms and Conditions.

1.2 This agreement overrides any other terms that might be included or implied in any quote accepted by the Customer or in any order placed by the Customer.

2. Definitions

In these Terms and Conditions, the following terms mean:

Business Day: Any day that is not a Saturday, Sunday, or bank holiday.
Commencement Date: The start date for the Contract as outlined in the quote.
Confidential Information: Any information given by one party to the other during this Agreement, whether spoken, written, or in any other form, which is stated to be confidential or is naturally considered confidential.
Contract: The agreement for buying and selling the Goods and providing the Services, as per these Terms and Conditions.
Contract Price: The price for the Goods as stated in the Contract.
Customer: The person who accepts the quote from DXF Parts or places an order with DXF Parts for Goods and Services.
Delivery Date: The date set for delivering the Goods as per the Customer’s order and accepted by DXF Parts.
Goods: The items that DXF Parts is to supply according to these Terms and Conditions.
Month: A calendar month.
Services: The services to be provided to the Customer as detailed in the quote.
Supplier: DXF Parts (DXF Manufacturing Ltd), including all employees and agents of DXF Parts.

2.1 Unless the context suggests otherwise:

“Writing” includes electronic or facsimile communication.
A statute reference includes its amendments or re-enactments.
“These Terms and Conditions” refer to the current document and any changes made to it.
A Schedule is part of these Terms and Conditions.
A Clause or paragraph refers to sections of these Terms and Conditions.
“Party” or “Parties” refers to the involved parties in these Terms and Conditions.

2.2 The headings in these Terms and Conditions are for convenience and don’t affect their interpretation.

3. Basis of Sale and Service

3.1 Only written statements from DXF Parts are valid. The Customer agrees not to rely on or claim breach for any other statements about the Goods or Services.

3.2 Changes to these Terms and Conditions are only valid if written and agreed by both the Customer and DXF Parts.

3.3 Sales materials, such as brochures and price lists, can change and are not binding offers. A contract is only binding if DXF Parts issues a written quote as an offer, or accepts the Customer’s order, whichever happens first, through:

Written acceptance.
Delivery of Goods.
Provision of Services.
An invoice from DXF Parts.

3.4 Any mistakes in sales documents (or other documents) like typos or missing details can be corrected without DXF Parts being liable.

4. Goods and Services

4.1 DXF Parts will only accept an order if it confirms it in writing.

4.2 The Goods will match the description in DXF Parts’ sales documents, unless the Customer requests changes and DXF Parts agrees. Goods are supplied in specific minimum quantities or multiples, as listed in the price list. Orders for different quantities will be adjusted to fit these standards.

4.3 Images and descriptions in DXF Parts’ catalogues or other materials are just for reference and are not binding.

4.4 DXF Parts may change the Goods’ specifications to meet safety or legal requirements, or to match the Customer’s specified needs, as long as these changes don’t significantly alter quality or performance.

4.5 Once DXF Parts accepts an order, the Customer can’t cancel it without DXF Parts’ written agreement. If a cancellation is allowed, the Customer must cover any losses, costs, or damages DXF Parts incurs.

4.6 Starting from the Commencement Date, DXF Parts will provide the services listed in the quote, as long as the payment is made according to Clauses 6 and 7.

4.7 DXF Parts will perform these services with reasonable care and skill.

4.9 DXF Parts will try its best to fulfill its duties under the contract, but meeting specific time deadlines is not guaranteed.

5. Pricing

5.1 The cost of the Goods and Services will be as listed in DXF Parts’ quote at the time the Customer’s order is accepted, or as otherwise agreed in writing.

5.2 If DXF Parts’ quoted price differs from its published price list, that price is valid for 30 days or a shorter period specified by DXF Parts.

5.3 DXF Parts may increase the price by giving written notice before delivery or service provision, due to factors beyond its control, changes requested by the Customer, or delays caused by the Customer.

5.4 Unless stated otherwise in a quote or agreed in writing, all prices include DXF Parts’ charges for packaging and transport.

5.5 Prices do not include taxes like value added tax or other similar charges, which the Customer must also pay.

6. Payment of Goods or Services

6.1 DXF Parts will invoice the Customer for the Goods and Services after delivery or provision, unless the Goods are to be collected by the Customer or if the Customer fails to take delivery. In such cases, DXF Parts can invoice after notifying the Customer that the Goods are ready for collection.

6.2 The Customer must pay the price before placing an order or as per any credit terms agreed in writing. Payment is due even if delivery hasn’t occurred or ownership hasn’t transferred. Payment receipts are issued upon request.

6.3 Payments must be made as specified in the acceptance form or invoice.

6.4 DXF Parts may refuse orders from customers who haven’t provided satisfactory references. If DXF Parts doubts the Customer’s creditworthiness, it may demand immediate cash payment for all outstanding amounts, regardless of any previous arrangements.

7. Delivery of goods

7.1 DXF Parts will deliver the Goods to the address specified in the quote, or if not specified, the Customer can collect them from DXF Parts after being notified they are ready.

7.2 The delivery date is approximate. DXF Parts may deliver earlier if it notifies the Customer.

7.3 If the Customer fails to receive the Goods or provide necessary documents on the delivery date, DXF Parts can store the Goods at the Customer’s expense, including storage and insurance costs. Risk passes to the Customer at this point.

7.4 Starting from the Commencement Date, DXF Parts will provide the Services listed in the quote as long as the payment meets these Terms and Conditions.

8. Non Delivery of Goods

8.1 If DXF Parts doesn’t deliver the Goods or provide the Services on the agreed date, except due to reasons beyond its control or the fault of the Customer or their carrier, then:

If DXF Parts delivers the Goods or provides the Services later, it won’t be liable for the delay or non-delivery.

9. Risk and Ownership of Goods

9.1 The risk of damage or loss of the Goods transfers to the Customer:

When the Goods are ready for collection at DXF Parts’ premises.
At the time of delivery if the Goods are delivered elsewhere.
When installation by DXF Parts is complete, if applicable.

9.2 Ownership of the Goods remains with DXF Parts until full payment is received.

9.3 The Customer must store and insure the Goods properly until ownership passes to them.

9.4 If the Customer sells the Goods before owning them, the sale proceeds should be kept separate and owed to DXF Parts.

9.5 DXF Parts has the right to take back the Goods if the Customer doesn’t meet the payment or other conditions.

9.6 DXF Parts can register a charge on the Goods under the Companies Act 2006.

9.7 The Customer cannot use the Goods as security for debt. If they do, all money owed to DXF Parts becomes immediately due.

9.8 DXF Parts can repossess Goods it owns without notice. The Customer must allow DXF Parts access to their premises to retrieve these Goods.

9.9 The Customer loses the right to possess Goods still owned by DXF Parts if they breach the contract, face insolvency, bankruptcy, liquidation, or any similar financial difficulties.

9.10 In cases where the Customer undergoes any form of insolvency or financial distress, DXF Parts reserves the right to terminate the Customer’s right to possess any Goods still under DXF Parts’ ownership. This includes situations like arranging a debt relief order or if the Customer convenes a meeting with creditors, indicating potential insolvency or liquidation scenarios.

The intent of these terms is to protect DXF Parts’ financial and legal interests in the Goods until full payment is received, ensuring the company retains control and ownership in cases of the Customer’s financial instability or contractual non-compliance.

9.11 If DXF Parts chooses to enforce these rights, it doesn’t mean they give up any other legal rights or remedies. For instance, DXF Parts still has the right to demand full payment for the Goods or to seek compensation for any losses or damages resulting from the Customer’s breach of contract or insolvency.

These provisions are designed to ensure DXF Parts retains legal protection and control over the Goods until the entire payment process is completed and the ownership fully transitions to the Customer.

9.12 Finally, in the event that DXF Parts exercises its right to repossess Goods, this action does not absolve the Customer from their responsibility to fulfill any outstanding obligations or debts owed to DXF Parts. The Customer remains accountable for the total amount due under the contract, including any additional costs incurred by DXF Parts during the repossession process. This clause ensures that the financial responsibilities of the Customer are maintained irrespective of the physical possession of the Goods.

10. Assignment

10.1 DXF Parts has the right to transfer the Contract or any part of it to another party, such as a different company or individual, without needing the Customer’s approval.

10.2 The Customer is not allowed to transfer the Contract or any part of it to anyone else unless they get written permission from DXF Parts first. This ensures control over the contractual obligations and rights.

11. Defective Goods

11.1 If any Goods delivered are materially defective, the Customer can either refuse delivery or notify DXF Parts in writing within 7 Business Days. DXF Parts then may either: – Repair or replace the defective Goods within 30 Business Days of notification. – Refund the price for the defective Goods. However, DXF Parts won’t have further liability, and the Goods can’t be rejected unless these conditions are met.

11.2 Goods can’t be returned without DXF Parts’ written consent. Defective Goods, not apparent on inspection, may be replaced or refunded at DXF Parts’ discretion without further liability.

11.3 DXF Parts is not liable for defects due to wear and tear, damage caused by the Customer, or misuse of the Goods.

11.4 Goods returned not under the defective goods policy may be credited at DXF Parts’ discretion.

11.5 All implied warranties or conditions are excluded to the fullest extent by law, except for consumer sales.

11.6 The Customer must comply with all legal requirements in the use or sale of the Goods and indemnify DXF Parts for any losses due to non-compliance.

12. Customer Default/Failure to Make Payment

12.1 If the Customer misses a payment due date, DXF Parts can: – Cancel the order or stop delivering Goods and Services. – Use any payments made for any outstanding Goods and Services. – Charge interest on unpaid amounts at 2% per annum above the Bank of England base rate until full payment.

12.2 This applies if the Customer: – Breaches the contract. – Faces insolvency or bankruptcy. – Has their assets seized or controlled by others. – Stops or threatens to stop business operations. – Is likely to face any of the above issues as determined by DXF Parts.

12.3 In these scenarios, DXF Parts can cancel the contract or stop further deliveries without liability, and the price for delivered Goods becomes immediately due.

13. Liabililty

13.1 DXF Parts won’t be liable for any indirect losses like lost profits or special damages related to the Goods and Services, regardless of cause.

13.2 All implied warranties or conditions not legally required are excluded.

13.3 The Customer must cover any damages or costs caused by their use or handling of the Goods.

13.4 If the Customer is multiple people, they are all jointly responsible.

13.5 DXF Parts isn’t liable for delays or failures due to events beyond its control.

13.6 DXF Parts’ liability is not excluded for: – Death or injury caused by its negligence. – Illegal liability exclusion. – Fraud or misrepresentation.

13.7 DXF Parts’ total liability is limited to the Contract Price and excludes losses like business loss or indirect damages.

14. Confidentiality

14.1 Both parties agree to: – Keep all Confidential Information private. – Not share Confidential Information with others. – Use Confidential Information only for purposes related to the Contract. – Not copy or record Confidential Information. – Ensure their representatives also follow these confidentiality rules.

14.2 Confidential Information can be shared only with: – Subcontractors, authorities, or employees as necessary, with proper notification of its confidentiality. – The public, only if the information becomes publicly known through no fault of the disclosing party.

14.3 These confidentiality obligations remain even after the Contract ends.

15. Communications

15.1 All notices under these Terms and Conditions must be in writing and signed by an authorized officer.

15.2 Notices are deemed given when delivered by courier, sent by fax or email with a confirmation, or after a specified period by mail.

15.3 Notices should be addressed to the most recent contact details provided.

16. Force Majeure

16.1 Neither party is liable for failure or delay in fulfilling their obligations if caused by events beyond reasonable control, such as power outages, ISP failures, strikes, civil unrest, natural disasters, terrorism, war, or government actions.

17. Waiver and Severance

17.1 If either party doesn’t enforce a part of these Terms and Conditions or the Contract, it doesn’t mean they give up the right to enforce that part or any other part later on. Not enforcing a term is not considered a permanent waiver of that term or any future violations.

17.2 If any provision of these Terms and Conditions or the Contract is found to be unlawful, invalid, or unenforceable, that provision will be removed from the rest. The remaining Terms and Conditions and the Contract will still be valid and enforceable.

18. Third Party Rights

18.1 According to the Contracts (Rights of Third Parties) Act 1999, a person who is not a party to this Contract has no rights under it.

19. Law and Jurisdiction

19.1 These Terms and Conditions, along with the Contract and any non-contractual matters, are governed by the laws of England and Wales.

19.2 Any disputes or claims related to these Terms, the Contract, or non-contractual matters will be handled by the courts of England and Wales.

20. Exchange

20.1 Customers must confirm the return of an exchange unit within 7 days using a tracking number. It’s the customer’s responsibility to return the unit, which must match the provided part number and be in a repairable condition, unless otherwise agreed.

20.2 In case of non-compliance, customers face a penalty fee, calculated as the difference between an exchange and a direct purchase, unless differently agreed.

20.3 If there’s a conflict between these Terms and previous versions, the current Terms prevail, unless stated otherwise.