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These standard terms and conditions (“the conditions”) shall apply to all contracts
for goods and services between Denzel Advertising & Display Solutions Limited (“the
company”) and any person or Company who accepts the quotation for the goods which
the Company is to supply in accordance with these conditions (“the buyer”), unless
other terms and conditions signed by the Company and referring specifically to the
terms and conditions to be amended.
Definitions
“The Goods” means any goods supplied by the Company to the Purchaser in accordance
with the order confirmation of the Company which is accepted by the Buyer or any
written order of the Buyer which is accepted by the Company. “Contract” means the
contract for the purchase and sale of the Goods entered into between the Company
and the Buyer.
1. Basis of the sale
1.1 The Company shall sell and the Buyer
shall buy the Goods subject in either case to the Conditions, which shall govern
the Contract to the exclusion of any other terms and conditions.
2. Orders and specification
2.1 The Buyer shall be responsible to
the Company for ensuring the accuracy of the terms of any order (including any applicable
specification) submitted by the Buyer, and for giving the Company any necessary
information relating to the Goods.
2.2 No order which has been accepted by
the Company may be cancelled by the Buyer except with the agreement in writing of
the Company and on terms that the Buyer shall indemnify the Company in full against
all loss (including loss of profit), costs (including the costs of all labour and
materials used), damages, charges and expenses incurred by the company as a result
of cancellation.
3. Price of the goods
3.1 The price of the Goods shall be the
Company’s quoted price contained in the order confirmation and except as otherwise
stated under the terms of any quotation or in any price list of the Company, and
unless otherwise agreed in writing between the Buyer and the Company, all prices
are given by the Company on an ex-works basis, and where the Company agrees to deliver
the Goods otherwise than at the Company’s premises, the Buyer shall be liable to
pay the Company’s charges for transport packaging and insurance.
3.2 All prices are exclusive of any applicable
Value Added Tax, which the Buyer shall be additionally liable to pay to the Company.
4. Terms of Payment
4.1 Subject to any special terms agreed
in writing between the Buyer and the Company, the Company shall be entitled to invoice
the Buyer for the price of the Goods on or at any time after delivery of the Goods.
4.2 The Buyer shall pay the price of the
Goods within 14 days of the date of the Company’s invoice, notwithstanding that
delivery may not have taken place and the property in the Goods has not passed to
the Buyer. The time of payment of the price shall be the essence of the contract.
4.3 If the Buyer fails to make any payment
on the due date then, without prejudice to any other right or remedy available to
the Company, the Company shall be entitled to:
4.3.1 Cancel the contract or suspend any
further deliveries to the Buyer.
4.3.2 Appropriate any payment made by
the Buyer to such of the Goods (or the goods supplied under any other contract between
the Buyer and the Company) as it may think fit (notwithstanding any purported appropriation
by the Buyer.
4.3.3 Charge the Buyer interest (both
before and after any judgement) on the amount unpaid, at the rate of 8% per annum
above HSBC Bank base rate from time to time, until payment in full is made (a part
of a month being treated as a full month for the purpose of calculating interest).
5. Delivery
5.1 Any dates quoted for delivery of the
Goods are approximate only and the Company shall not be liable for any delay in
delivery of the Goods however caused. Time for delivery shall not be of the essence
unless previously agreed by the Company in writing. Courier deliveries arranged
by Denzel Advertising & Display Ltd are not guaranteed to arrive at a specific time
by Denzel Advertising & Display Ltd and may be subject to delays. Every effort will
be made to facilitate timely delivery.
5.2 If the Company fails to deliver the
Goods for any reason other than any cause beyond the Company’s reasonable control
or the Buyer’s fault, and the Company is accordingly liable to the Buyer, the Company’s
liability shall be limited to the excess (if any) of the cost to the Buyer (in the
cheapest available market) of similar goods to replace those not delivered over
the price of the goods.
5.3 If the Buyer fails to take delivery
of the Goods or fails to give the Company adequate delivery instructions at the
time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s
reasonable control or by reason of the Company’s fault) then without prejudice to
any other right or remedy available to the Company, the Company may;
5.3.1 store the Goods until actual delivery
and charge the Buyer for the reasonable costs (including insurance) of storage;
or
5.3.2 sell the Goods at the best price
readily obtainable and (after deducting all reasonable storage and selling expenses)
account to the Buyer for the excess over the price under the Contract or charge
the Buyer for any shortfall below the price under the Contract.
6. Risk and Property
6.1 Risk of damage to or loss of the Goods
shall pass to the Buyer, immediately upon the Goods leaving the Company’s premises
or place of storage for shipment to the Buyer. The Company is not responsible for
damages or shortages that occur in transit.
6.2 Notwithstanding delivery and the passing
of risk in the Goods, or any other provision of these Conditions, the property in
the Goods shall not pass to the Buyer until the Company has received in cash or
cleared funds payment in full of the price of the Goods and all other Goods agreed
to be sold by the Company to the Buyer for which payment is then due.
6.3 Until such time as the property in
the Goods passes to the Buyer, the Buyer shall hold the Goods as the Company’s judiciary
agent and bailee, and shall keep the Goods separate from those of the Buyer and
third parties and properly stored, protected and insured and identified as the Company’s
property. Until that time the Buyer shall be entitled to resell or use the Goods
in the ordinary course of its business, but shall account to the Company for the
proceeds of sale or otherwise of the Goods, whether tangible or intangible, including
insurance proceeds, and shall keep all cash proceeds separate from any monies or
property of the Buyer and third parties and, in the case of tangible proceeds, properly
stored, protected and insured.
6.4 Until such time as the property in
the Goods passes to the Buyer (and provided the Goods are still in existence and
have not been resold), the Company shall be entitled at any time to require the
Buyer to deliver up the Goods to the Company and, if the Buyer fails to do so forthwith
, to enter upon any premises of the Buyer or third party where the Goods are stored
and repossess the Goods.
6.5 The Buyer shall not be entitled to
pledge or in any way charge by way of security for any indebtedness any of the Goods
which remain the property of the Company, but if the Buyer does so all monies owing
by the Buyer to the Company shall (without prejudice to any other right or remedy
of the Company) forthwith become due and payable.
7. Warranties, Liability and Guarantee
7.1 Subject to the conditions set out
below the Company warrants that the Goods will correspond with their specification
at the time of delivery and will be free from defects in material and workmanship.
7.2 The above warranty is given by the
Company subject to the following conditions;
7.2.1 The Company shall be under no liability
in respect of any defect arising from fair wear and tear, wilful damage, negligence,
abnormal working conditions, failure to follow the Company’s instructions (whether
oral or in writing) misuse or alteration or repair of the Goods without the Company’s
approval;
7.2.2 The Company shall be under no liability
under the above warranty (or any other warranty or guarantee) if the total price
for the Goods has not been paid by the due day for payment.
7.3 Subject as expressly provided in the
Conditions, and except where the Goods are sold to a person dealing as a consumer
(within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions
or other terms implied by statute, or common law are excluded to the fullest extent
permitted by law.
7.4 Where the Goods are sold under a consumer
transaction (as defined by the Consumer Transactions Restrictions on Statements
Order 1976) the statutory rights of the Buyer are not affected by the Conditions.
7.5 Any claim by the Buyer which is based
on any defect in the quality or condition of the Goods or their failure to correspond
with specification shall (whether or not delivery is refused by the Buyer) be notified
to the Company within three working days from the date of delivery or (where the
defect or failure was not apparent on reasonable inspection) within a reasonable
time after discovery of the defect or failure. If delivery is not refused, and the
Buyer does not notify the Company accordingly the Buyer shall not be entitled to
reject the Goods and the Company shall have no liability for such defect or failure,
and the Buyer shall be bound to pay the price as if the Goods had been delivered
in accordance with the Contract.
7.6 Where any valid claim in respect of
any of the Goods which is based on any defect in the quality or condition of the
Goods or their failure to meet to specification is notified to the Company in accordance
with the Conditions, the Company shall be entitled to replace or correct the Goods
(or the part in question) but the Company shall have no further liability to the
Buyer. Goods subject to a warranty claim must be re-packaged in the original boxes
and returned to the UK address specified by The Company. The Company accepts no
responsibility for damage caused to returned goods due to inadequate packaging.
7.7 Except in respect of death or personal
injury caused by the Company’s negligence, the Company shall not be liable to the
Buyer by reason of any representation, or any implied warranty, condition or other
terms or any duty common law, or under the express terms of the Contract for any
consequential loss or damage (whether for loss of profit or otherwise), costs, expenses
or other claims for consequential compensation whatsoever (and whether caused by
the negligence of the Company, its employees or agents or otherwise) which arise
out of or in connection with supply of the Goods of their use or resale by the Buyer,
except as expressly provided in these conditions.
7.8 The Company shall not be liable to
the Buyer or be deemed to be in breach of the Contract by reason of any delay in
performing, or any failure to perform, any of the Company’s obligation in relation
to the Goods, if the delay or failure was due to any cause beyond the Company’s
reasonable control.
7.9 Goods subject to a warranty claim
must be returned by the customer to a specified UK address for inspection. Any cost
incurred in delivering such goods for inspection are non-refundable.
7.9.1 Goods subject to a warranty claim
must be returned for inspection within 5 working days of delivery. It is the Customer’s
responsibility to ensure such goods arrive within this period and are packed in
their original packaging materials according to the procedure specified at the time.
Denzel Advertising & Display Solutions Ltd is not liable for any damage to returned
goods or losses incurred whilst in transit.
8. Insolvency of Buyer
8.1 This clause applies if;
8.1.1 the Buyer makes any voluntary agreement
with its creditors or becomes subject to an Administration Order or (being an individual
or firm) becomes bankrupt or (being a Company) goes into liquidation (otherwise
than for the purposes of amalgamation or reconstruction); or
8.1.2 An Encumbrancer takes possessions,
or Receiver is appointed, of any of the property or assets of the Buyer; or
8.1.3 The Buyer ceases, or threatens to
cease, to carry on business; or
8.1.4 The Company reasonably apprehends
that any of the events mentioned above are about to occur in relation to the Buyer
and notified the Buyer accordingly.
8.2 If this clause applies then, without
prejudice to any other right or remedy available to the Company, the Company shall
be entitled to cancel the Contract or suspend any further deliveries under the Contract
without any liability to the Company, and if the Goods have been delivered but not
paid for the price shall become immediately due and payable notwithstanding any
previous agreement or arrangement to the contrary.
9. General
9.1 Any notice required or permitted to
be given by either party to the other under these Conditions shall be in writing
addressed to that other party at its registered office or principal place of business
or such other address as may at the relevant time have been notified pursuant to
this provision to the party giving the notice.
9.2 No waiver by the Company of any breach
of the Contract by the Buyer shall be considered as a waiver of any subsequent breach
of the same or any other provision.
9.3 If any provision of these Conditions
is held by any competent authority to be invalid or unenforceable in whole or in
part the validity of the other provisions of these Conditions and the remainder
of the provision in question shall not be affected thereby.
9.4 The Contract shall be governed by
the laws of Scotland. All goods remain the property ‘Denzel Advertising & Display
Solutions Ltd’ until payment is received in full. Interest may be charged on late
payments in accordance with the Late Payment of Commercial Debts (Interest) Act
1998.
TERMS OF PAYMENT: Denzel Advertising
& Display Solutions require full payment with purchase order from all non-account
customers to commence production and/or dispatch of goods. Unless stated, there
is a minimum order charge of £100 on standard items.
Credit Cards: Visa / MasterCard / Maestro
/ American Express Payment made via telephone connection between client
and Denzel Advertising & Dispay Solutions. (American Express Incurs 3.35% charge)
Cheque: For non-account customers
the cheque must be cleared (normally 3-5 working days) before production commences
and/or dispatch of goods. All Cheques make Payable to Denzel Advertising & Display
Solutions Limited.
Bankers draft / Bank Transfer: Please
note: client's bank may charge a fee for this service (this can take up to 3 working
days to complete). Payment must be cleared in Denzel Advertising & Display Solutions
Ltd account to commence production and/or before dispatch of goods.
Opening an account: New customer credit
account for strictly 30 days credit can be opened after completion of three jobs
and when the client's cumulative spending with us has surpassed £1000 + VAT. When
all of these conditions have been met application forms are available upon request.
The strictly 30 day credit account can only be opened once the application form
has been completed and the following conditions have been met in full as follows:
- Full name of the business, and whether the business trades under a different name.
- Registration number, if it is a limited company.
- How much credit is required.
- Who is the contact for payment queries, address, telephone, fax and e-mail address.
- Where to send invoices.
- Bank address sort code and account number.
- Details of at least 2 trade references, which must be regular suppliers.
- Request for consent to obtain a bank reference and request to obtain credit references,
if a fee is charged for this facility it will be charged to the client.
Full payment must be received within 30 days of date of invoice for account holders.
- Denzel Advertising & Display Solutions Ltd reserves the right to charge an additional
percentage per month on overdue accounts in line with commercial debt regulations
for small businesses. This charge is calculated at the current Bank of England base
rate plus 8%.
- All invoice queries must be notified to Denzel Advertising & Display Solutions Ltd
in writing within seven days of the invoice date.
- Denzel Advertising & Display Solutions Ltd retains title to the goods until all
amounts due from the Client are paid in full. In the event of the client being unable
to pay his debts, Denzel Advertising & Display Solutions may enter the Client¹s
premises and recover the goods, which are its property by virtue of this clause.
- Any costs incurred in recovering debt by third party will be passed onto the debtor.
- Denzel Advertising & Display Solutions Ltd in line with other organisations incorporate
creditworthiness through a professional credit company to establish credit ratings
and we are obliged/committed to act upon their information to ensure "Good and Fair
Credit Management".
Privacy Policy
Denzel Advertising & Display Solutions do not disclose buyers' information to third
parties other than when order details are processed as part of the order fulfilment.
In this case, the third party will not disclose any of the details to any other
third party. Cookies are used on this shopping site to keep track of the contents
of your shopping cart, to store delivery addresses if the address book is used and
to store your details if you select the 'Remember Me' Option. They are also used
after you have logged on as part of that process. You can turn off cookies within
your browser by going to 'Tools | Internet Options | Privacy' and selecting to block
cookies. If you turn off cookies, you will be unable to place orders or benefit
from the other features that use cookies.Data collected by this site is used to:
- Take and fulfill customer orders
- Administer and enhance the site and service
- Only disclose information to third-parties for goods delivery purposes
Return Policy
The easiest way of letting us know about a problem is to telephone us immediately
upon receipt of goods on 0141-418-0088 and our helpful staff will be happy to assist
you with any query you may have. Confirmation of the “reason for return” should
be sent in writing to Denzel Advertising & Display Solutions, 22 Milnpark Street,
Glasgow, G44 1BB within 5 working days of the receipt goods by client or his agent.
If the goods were refused due to damage in transit and signed for as “DAMAGED”,
the cost of return should be borne by the courier company. Otherwise, the cost of
the return will be borne by the client and the goods will be repaired or replaced
. In all cases Denzel Advertising & Display Solutions reserve the right to repair
or replace goods over refunding monies.
Should the goods be rejected purely under the distance selling regulations (applies
to consumer purchases only) then delivery costs and financial costs (e.g. credit
card charges) incurred by Denzel Advertising & Display Solutions will be borne by
the consumer. Refunds in these cases will be refunded upon the receipt of written
confirmation of cancellation from the consumer.
Denzel Advertising & Display
Solutions
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