Terms & Conditions
1. DEFINITIONS: Agreement means the Conditions, an Order Acknowledgement and the relative Purchase Order for Goods; Buyer means the organisation or person with whom an Agreement is made by the Seller; Conditions means these terms and conditions; Goods means the articles or things or any of them described in an Agreement; Order is the Seller’s acknowledgement of a Purchase Order for Goods confirming acceptance of that Purchase Order; Parties means the Buyer and the Seller; Purchase Order shall mean an order for the purchase of Goods submitted to the Seller by the Buyer; Seller means DIGURU Limited.
2. GENERAL: The Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions.
3. ORDERS: Unless verbal or telephone Purchase Orders and any variations to Purchase Orders are confirmed in writing by the Buyer the Seller shall not be responsible for errors or subsequent misunderstandings. Notwithstanding that the Seller may have given a detailed quotation no Purchase Order shall be binding on the Seller unless and until it has been accepted in writing by the Seller by means of an Order Acknowledgement
4. PRICE AND PAYMENT: All prices estimated, quoted or invoiced are in Sterling (UK Pounds). The price of the Goods will be the price stated in the Order Acknowledgement. The price is exclusive of VAT, which will be charged at the appropriate rate. All invoices of the Seller shall unless otherwise agreed in writing by the Seller be paid by the Buyer within 30 days of the date of the Seller’s invoice without deduction or withholding and free of set off or counterclaim. The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due until the date of payment at the rate of 5.00% per annum above the base rate of NatWest.
5. DELIVERY: The date of delivery specified by the Seller is an estimate only when given in good faith. All risk in the Goods shall pass to the Buyer on delivery, such that the Buyer shall be liable for any subsequent loss or damage to Goods however caused. The Seller undertakes to use reasonable endeavours to despatch the Goods on the agreed date, but does not guarantee to do so. Goods collected by the Buyer from the Seller’s premises shall be deemed to be delivered and risk shall pass to the Buyer when they have been loaded on to the Buyer’s vehicle or are otherwise in the Buyer’s possession. Goods transported by the Seller shall be deemed to be delivered when they are ready to be unloaded at the site specified by the Buyer.
6. BUYER’S OBLIGATIONS: The Buyer shall provide the Seller with any information reasonable required by the Seller as well as obtain all necessary permissions and consents including (without prejudice to the generality of the foregoing) promptly obtaining all necessary import licences, clearances and other consents necessary for the purchase of the Goods. Without prejudice to any other rights to which the Seller may be entitled, in the event that the Buyer unlawfully terminates or cancels the Agreement, the Buyer shall be required to pay to the Seller, as agreed damages and not as a penalty, the full amount of any third party costs to which the Seller has committed and in respect of cancellations on less than 2 days’ written notice the full price of the Goods as set out in the Agreement, and the Buyer agrees this is a genuine pre-estimate of the Seller’s losses in such a case.
7. ALTERATIONS TO THE AGREEMENT: The Parties may, at any time, mutually agree upon variations to the Agreement. Any alterations in the scope of Goods to be provided under the Agreement shall be set out in a revised Order Acknowledgement, which shall reflect the changed Goods and price and all other terms agreed between the Parties.
8. WARRANTY: The Agreement shall not constitute a sale by description or sample. The Seller warrants that it has the right to sell the Goods, but otherwise the Goods are provided on an “as-is” basis without warranty of any kind, express or implied, oral or written including, without limitation, any implied term as to quality, fitness for purpose or description, all of which are specifically and unreservedly excluded. In particular, but without limitation, no warranty is given that the Goods are suitable for any specific purpose intended by the Buyer. Where the Goods have been manufactured by the Seller and are found under proper use (fair wear and tear excepted) to be defective, the Seller shall repair, or in its sole discretion, replace such defective Goods free of charge within 90 days from the date of delivery, subject to the following conditions:- 8.3.1the Buyer notifying the Seller in writing immediately upon the defect becoming apparent 8.3.2 the defect being solely due to faulty design, materials or workmanship.
9. INDEMNITY: The Buyer shall indemnify the Seller against all claims, costs and expenses which the Seller may incur and which arise, directly or indirectly, from the Buyer’s breach of any of its obligations under the Agreement.
10. LIMITATION OF LIABILITY: The following provisions set out the entire financial liability of the Seller to the Buyer in respect of:- 10.1.1 any breach of the Agreement any use made or resale by the Buyer of any of the Goods any representation, statement or omission including negligence) arising under or in connection with the Agreement 10.2 The Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the Agreement price. 10.3 In no event shall the Seller be liable to the Buyer for any loss of business, loss of opportunity, loss of profits, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of contract, loss of use, loss or corruption of data or information or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses whatsoever (however caused) which arise out of or in connection with the Agreement. This shall apply even where such a loss was reasonably foreseeable or the Seller had been made aware of the possibility of the Buyer incurring such a loss.
11. TERMINATION: The Seller may, by written notice, terminate the Agreement immediately if the Buyer is in breach of any of the terms of the Agreement. The Agreement shall be terminated if an order is made for bankruptcy of the Buyer or an effective resolution is passed for the winding-up of the Buyer or the Buyer makes a composition with creditors or if a supervisor, receiver, administrator, administrative receiver or other encumbrancer takes possession of or is appointed over the whole or any part of the assets of the Buyer. The Agreement shall be terminated if either party ceases to carry on its business or substantially the whole of its business or where either party is declared insolvent. Termination of the Agreement shall not affect any rights or obligations of the Parties arising prior to such termination.
12. FORCE MAJEURE: The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock-outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled in these circumstances to delay or cancel delivery or to reduce the amount delivered.
13. GOVERNING LAW: The Agreement shall be governed by and construed in accordance with the Law of England and Wales and the Courts of England and Wales shall have non-exclusive jurisdiction to hear all disputes arising in connection with the Agreement.
