terms & conditions of business
In these Terms and Conditions of business the following meanings shall apply:-
“The Company” shall mean DesElec Ltd whose registered office is at 1A Cumberland Road, Gibraltar
“The Customer” shall mean any person or persons, firm or company who buys or agrees to any services provided by the Company.
2. Conditions Applicable
2.1 These Terms and Conditions shall apply to and govern all contracts for the sale of goods and or services entered into by the Company. All conditions of the Customer or other terms and conditions or warranties whatsoever are excluded from the contract or any variation thereof, unless expressly accepted by the Company in writing, and these terms and conditions shall be deemed to be incorporated in any quotation received from the Company, and the Customer’s own conditions shall not be regarded as a counter offer.
2.2 The exercise by the company of any right pursuant to these Terms and Conditions shall be without prejudice to any other right available to it whether hereunder or under general law.
3.1 The Customer acknowledges that no contract was entered into in reliance on any representations other than those incorporated in the Company’s quotation and these conditions, and particularly no catalogue or price list shall form part of the contract documents.
3.2 A quotation by the Company shall not constitute an offer and there shall be no binding contract until the Company has confirmed acceptance of the order placed by the Customer.
3.3 Quotations assume the accuracy of information provided by the Customer and are not valid in the event of any information supplied to the Company being incomplete, inaccurate or misleading. Any modifications to specifications required after the Company has provided a quote will entail an extra charge being raised at a reasonable rate, having regard to the nature of the modification.
3.4 Quotation offers are open to acceptance for a period of thirty days and is based on materials and labour at current prices, but is subject to market variation.
4.1 Delivery dates and times specified by the Company are approximate only. Unless expressly agreed by the Company in writing, time is not and shall not be deemed to be of the essence of the contract. The Customer shall make all arrangements necessary to take delivery of goods whenever they are tendered for delivery.
4.2 If goods are sold and delivered to the Customer in instalments, each delivery shall constitute a separate contract, and failure by the Company to deliver any one or more of the instalments or any claim by the Customer in respect of any one or more instalments, shall not entitle the Customer to treat the contract as a whole as repudiated. Further the Customer shall have no right of set-off against any monies due to the Company under this or any other contract.
5. Cancellation and Variation
5.1 No cancellation, suspension or variation by the Customer of any order accepted by the Company shall be valid unless agreed by the Company in writing and such agreement may only be given on terms which compensate the Company for any loss, costs, damages, charges and expenses, thereby incurred by the Company, such compensation to be decided by the Company in its absolute discretion. In particular, the Company reserves the right to charge a minimum of 15% handling
charge for goods which are accepted back into stock for credit, although the Company’s claim in this regard may not be limited to this sum.
5.2 The Company reserves the right to make any changes in the specification of goods and or services which are required to conform to any applicable safety or other statutory requirements or where the goods and or services are supplied to the Customer’s specification which do not materially and or workmanship affect their quality or performance.
5.3 The Company reserves the right to cancel fulfilment of any orders accepted by it, should a credit check on the Customer’s credit worthiness prove to be unsatisfactory to the Company in its absolute discretion.
6. The Price and Payment and the Terms Applicable
6.1 The price to be paid by the Customer shall be the sum(s) shown by the Company’s Invoice(s) which shall be based on the sum quoted or the applicable hourly rate for the goods and or services, but which may also take into account any increase in the cost of goods and materials, increased labour, transport, storage, fuel and power charges arising after the date of the quotation or contract or during the performance of the contract. The Company shall not be liable for any delay in the
performance of the contract by reason of any delay or failure of the Customer in supplying any specification required.
6.2 Final payment excluding deposits or earlier payment of the price, shall be due on completion of the work and on receipt of the Company's invoice, unless a different time for payment is specifically stated within the Company's quotation or acceptance of order. Time for payment shall be of the essence.
6.3 All other sums due to the Company from the Customer are payable on demand.
6.4 Where goods and or services are delivered in instalments, the Company may invoice each instalment separately and the Customer shall pay such invoices in accordance with these Terms and Conditions.
6.5 If the Customer is in default in paying any sum as and when it becomes due, the Company shall have the right to suspend all further deliveries and or services, until the default is made good and/or cancel the contract so far as goods and or services remain to be delivered there under.
6.6 In the event that the Customer fails to pay any monies by the due date, the Company shall be entitled to charge interest on the outstanding monies both before and after judgment from the due date of actual payment at the rate set by the relevant authorities in Gibraltar from time to time. In addition the Company reserves the right in its absolute discretion to recharge preferential discounts previously agreed on orders, should payments not be made by the due date. The Customer shall also indemnify the Company against expenditure on all costs of recovery, Including without limitation legal fees, costs and disbursements reasonably incurred.
6.7 The Customer shall not in any event, until all monies due have been paid to the Company, be entitled to pledge, or in any way charge by way of security for any reason, any of the goods which remain the property of the Company, but if the Customer does so, all the monies due to the Customer shall become immediately due and payable without prejudice to any other right or remedy of the Company.
7.1 Subject as expressly provided in these Conditions and except where goods and or services provided to a person dealing as consumer within the meaning of any applicable legislation in Gibraltar, all warranties, conditions or other terms implied by statute or common law, are excluded to the fullest extent permissible by law.
7.2 Our warranty is valid for twelve months, only if the equipment is maintained to the standards required by the manufacturer by the Company. If during the warranty period the equipment is maintained by us we would replace/repair, free of charge any part that proves to be defective in materials or workmanship under normal use and service.
If any distress or execution shall be levied on the Customer’s property or assets or any part thereof, or if the Customer shall make or offer to make any arrangement or composition with its creditors generally or if the Customer:-
(a) Being an individual, commits any act of bankruptcy or if any Petition or Receiving Order in Bankruptcy, shall be presented or made against him; or
(b) Being a partnership, if the said partnership is dissolved for whatever reason or if any partner commits any act of bankruptcy, or if any Petition or Receiving
Order in Bankruptcy shall be presented or made against any partner or the partnership; or
(c) Being a limited company, if proceedings are commenced for the liquidation of the Customer, or if a resolution is passed for the voluntary winding up of the Customer (other than a member’s voluntary winding up, for the purpose of amalgamation or reconstruction only), or the appointment of an Administrator, or if a Receiver is appointed of all or any of the assets of the Customer, or the Customer ceases, or threatens to cease, to carry on in business, then the Company shall have the right forthwith to determine all subsisting contracts, whether remaining to be performed in whole or in part, by serving written notice of such determination on the Customer, and all monies due to the Company shall become immediately due and payable.
9. Restriction on Liability
9.1 Should the Company be restricted, hindered, delayed in or prevented from carrying out its obligations under the contract by any circumstances whatsoever outside the Company’s reasonable control, including, without prejudice to the generality of the foregoing and without limitation, any act of God, war, riot, strike, lock-out, trade dispute or other labour disturbance, fire, flood, difficulty in obtaining workmen, fuel, materials or transport, government restrictions or the exercise of government authority, whole or partial failure of equipment or the Company’s suppliers, then the Company shall not be liable to the Customer for any loss or damage whether direct or indirect which may thereby be suffered by the Customer and furthermore the Company shall be at liberty to determine or suspend the contract without incurring any liability for any loss or damage resulting to the Customer. The apportionment of available goods and or services between separate orders and separate Customers shall be entirely within the discretion of the Company.
9.2 The Company shall not in any event be liable for indirect or consequential loss or damage including without limitation loss of profits, of use, or of contracts arising out of the supply or failure of supply of goods or services by the Company (other than liability for death or personal injury resulting from negligence of the Company) and whether arising in contract, tort or otherwise and in all other cases liability shall be limited to the contract price, and the provisions of this sub-clause shall survive the termination of an order or contract however arising.
9.3 No liability for any other losses shall attach to the Company unless details of such losses are notified to the Company in writing within seven days of the date of delivery, or the date of the event giving rise to such loss if delivery is not accomplished. In cases of alleged non-delivery claims must be notified to the Company within fourteen days of dispatch of the goods and or services by the Company.
10. Applicable Law
These Terms and Conditions and the right and obligations of the parties to the contract shall be governed, interpreted and constructed solely in accordance with the Laws of Gibraltar.
11.1 Any notice to be served on the Customer shall be duly served if delivered by hand or sent by first class post:-
in the case of service on an individual or partnership, to his or their last known principal address or,
in the case of service on a limited company, to its registered office for the time being.
11.2 Any notice shall be deemed to have been served:-
if delivered by hand, at the time of delivery;
if sent by first class post, on the second day after the date of posting.
12. DATA PROTECTION ACT (“THE ACT”) – INFORMATION NOTICE
Words shown in italics have the meaning given by the Act. Data relating to you as an individual or to individuals within your organization (“personal data”) may be processed by us as data controllers for the purpose of carrying out our business and will be held securely in confidence. We may disclose your personal data to third parties such as insurers, credit insurers, credit reference agencies and other carefully selected parties, who may process your personal data as data controllers for the purpose of carrying out insurance, risk assessments, credit management and other associated activities. We may also receive personal data on you from such third parties. Your personal data may be processed within or outside the European Economic Area, but always in strict compliance with the Act. We or such third parties may contact you with details of other products in writing, electronically, by telephone or by other means. By providing us with your personal data, you consent to our processing of such data as described in this notice.
You have the right of access to your personal data we hold on you, and you have the right to rectify such data if inaccurate or processed unfairly. If you wish to exercise these rights, please write to us with details of your request.
The paragraph headings in these Terms and Conditions are for identification purposes only and do not form part of these Terms and Conditions.