In these Conditions the following expressions shall have the following meanings:-
"the Seller" : Display Products Limited (Trading as Uk – display)
"the Order" : the Order placed by the Buyer with the Seller for the supply of the Goods
"the Contract" : an Order placed by the Buyer and accepted by the Seller
(whether in writing or by conduct)
"the Goods" : any items or articles supplied pursuant to these Conditions
2. CONDITIONS OVERRIDING
Unless otherwise specifically agreed in writing by the Seller all Orders processed by the Seller shall be subject to these conditions, (which supersede all terms or proposed terms of trading appearing in documents of the Seller and delivered to or obtained by the buyer prior to the date hereof) and shall override any terms or conditions proposed, stipulated or referred to by the Buyer in correspondence, in its order form or elsewhere.
These Conditions may only be amended or varied by the Seller in writing specifically addressed to the Buyer and signed by a duly authorised representative of the Seller. No Variation to these Conditions shall be implied by any indulgence shown to the Buyer under this or any other Contract between the Seller and the Buyer nor by any course of dealing between them.
4. THE PRICE
(a) The price of the Goods is as specified in the Seller's price list in force at the date of acceptance of the Buyer's Order. An additional charge as detailed in the said list is made for delivery based on the location of the Buyer.
(b) A separate charge is imposed when Goods are packed for customer courier collection.
(a) All jigs, moulds and tools used in the manufacture of Goods remain the property of the Seller at all times and will be charged to the Buyer at their nominal value only.
(b) The Seller reserves the right to charge the Buyer for all services rendered and costs incurred in connection with the preparation and supply of all designs, sketches, prototypes and prototype designs suggested or submitted by the Seller in respect of any custom made Goods ordered by the Buyer.
(c) For orders using eBay, some destinations outside of UK Mainland may incur additional carriage charge than stated on eBay and will be imposed at our discretion.
6. DELIVERY & RISK
(a) Delivery shall be deemed to take place when the Seller delivers the Goods to the address for delivery given by the Buyer.
(b) The Goods shall be at the Buyer's risk from the time of delivery notwithstanding that the property in the Goods remains with the Seller as provided by condition 14.
(c) Any delivery date shall be given in good faith by the Seller as an indication of the estimated delivery time. Unless a specific delivery date is agreed in writing by the Seller the Seller shall not be liable for any loss or damage sustained by the Buyer in consequence of failure to deliver by the estimated delivery date or otherwise of any delay in delivery. Without prejudice to the foregoing Orders must be placed before noon if next day delivery is required.
(d) Any failure by the Buyer to accept delivery of the Goods shall entitle the Seller, at the Seller's option, to store the Goods at the expense and risk of the Buyer
The Buyer shall not be entitled to cancel any Order (whether providing for delivery by installments or otherwise) after the same has been accepted by the Seller save on terms expressly agreed by the Seller in writing
8. FORCE MAJEURE
Should despatch or delivery of the Goods or any part thereof be delayed, prevented or prohibited for any cause whatsoever beyond the control or the Seller including but without prejudice to the foregoing, riots, strikes, lockouts or any other industrial action, fire, breakdown of plant, war, invasion, hostilities or by any statute, rules, regulations, orders or requisitions issued by any government department, council or other duly constituted authority then at the Seller's option either the Contract or any unfulfilled part thereof shall be cancelled or alternatively the time for delivery shall be extended for a reasonable time after the operation of any such cause shall have ceased.
9. NOTIFICATION OF LOSS OR DAMAGE IN TRANSIT
(a) In the case of any apparent damage or non-conformity with the Order, notification of the nature and extent of such damage or non-conformity must be received by the Seller within 3 days of delivery.
(b) Notification of non-delivery of the whole or any separate part of a consignment must be received by the Seller within 48 hours of the time of delivery advised by the Seller to the Buyer.
(c) Damage, defects or loss to one installment of an Order shall not entitle the Buyer to refuse or to cancel the remaining installments of the Order.
(d) Custom manufactured products are not returnable.
(e) The Buyer shall not return any catalogue goods to the Seller without the prior written consent or request of the Seller. (Any Goods returned to the Seller without such consent will be at the sole risk of the Buyer). A restocking charge of 10% of the Contract Price of the Goods returned a minimum or £2.50 will be payable by the Buyer.
(a) The limit of the Seller's liability hereunder shall not exceed the Contract Price of undelivered Goods or Goods accepted by the Seller to be defective. The Seller's liability shall not extend to consequential loss or loss to third parties save that no liability is excluded or restricted for death or personal injury resulting from negligence.
(b) The Buyer shall supply to the Seller clear and precise drawings and specifications for custom manufactured goods. Any liability for errors due to unclear or ambiguous information supplied is expressly excluded by the Seller.
11. RESERVATION OF TITLE
(a) Notwithstanding despatch the legal and beneficial ownership in and to all Goods shall remain in the Seller until the Seller shall have received full payment of the Invoice for those particular Goods.
(b) Until the full Invoice has been paid the Buyer shall be in possession of the Goods as the Seller's fiduciary agent and bailee and shall take all necessary measures for the protection of the Goods including insurance thereof with a reputable insurance company to their full replacement value. The Goods shall be stored separately from any goods belonging to the Buyer or to third parties and shall be clearly marked as being the property of the Seller.
(c) The Buyer may, as the Seller's fiduciary agent, resell the Goods in the ordinary course of business for no less than the Invoice save that any warranties given by the Buyer to a sub-purchaser shall not be binding on the Seller and until the Invoice has been paid in full all rights of the Buyer under such sub-sale shall be transferred to the Seller.
(d) The Buyer shall pay the proceeds of any resale of the Goods (up to the amount of the Invoice) into a separate bank account designated a trust account in favour of the Seller the Buyer and shall promptly account to the Seller with the same monies so paid into such account.
(e) If, prior to being paid for in full the Goods shall be destroyed by a risk covered by any insurance taken out by the Buyer all insurance proceeds received by the Buyer in respect of the Goods shall be paid into a separate bank account designated as (d) account.
(f) The property retained in the Goods by the Seller under this Condition shall not be affected by the attachment to or mixing or incorporation of the Goods with other goods so that the property in the new Goods ("'he New Goods") shall vest jointly in the Seller, the Buyer (to the extent of the Buyer's expenditure on the creation of the New Goods.
(g) The Seller (and any employee or agent of the Seller) is hereby authorised by the Buyer forthwith upon the failure of the Buyer to make payment for the Goods or upon receipt of notice of any of the events described in Condition17 hereof, at the Seller's option to enter upon premises under the control of the Buyer for the purpose of repossessing the Goods, and any expense incurred by the Seller in so doing shall be borne by the Buyer. Any exercise or omission by the Seller to exercise such option to repossess the Goods shall be without prejudice to any of the Seller's other rights against the Buyer as a result of the Buyer's breach of Contract or any of the events described in Condition 14.
(a) No warranty is given that the manufacture, design or use of the Goods for any purpose does not infringe any British or foreign patent, trade-mark, registered design, copyright or other similar intellectual property right and the Buyer hereby indemnifies the Seller against all damages, penalties, costs and expenses for which the Seller may become liable as a result of work performed in accordance with the Buyer's specifications which involves the infringement of any such intellectual property right.
(b) Save as expressly stated herein all warranties and conditions whether express or implied by statute (including in particular Sections 10, 11 and 12 of the Sale of Goods Act 1979 as amended by the Sal;e of Goods (Amendment) Act 1994) usage, trade custom or otherwise relating to the quality ornature of the Goods or their life or wear or fitness for any particular purpose or use are hereby expressly excluded.
13. INTELLECTUAL PROPERTY RIGHTS
All copyright and other intellectual property rights in and to all drawings, designs, sketches, prototypes and prototype designs in any products suggested or submitted by the Seller are vested in and shall remain the property of the Seller unless specifically otherwise agreed in writing. All intellectual property rights in and to the products displayed in the Seller's catalogue are owned by and/or registered in the name of the Seller. Any infringement or purported infringement of the Seller's intellectual property rights will be vigorously contested.
14. STOPPAGE OF DELIVERY AND DETERMINATION OF THE CONTRACT
If the Buyer shall commit any breach of the Contract, these Conditions or any other of his obligations to the Seller, or if any distress or execution shall be levied upon the Buyer's property or assets, or if the Buyer shall make or offer to make any arrangement or composition with creditors, or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the Buyer is a limited company and any resolution or petition to wind-up such company's business or to appoint an administrator thereof shall be passed or presented, or if a receiver or administrative receiver, as the case may be, of such company's undertaking, property or assets or any part thereof shall be appointed, the Seller shall have the right to stop any goods in transit and suspend further deliveries and may determine any Contract then subsisting without prejudice to any claim or right the Seller may otherwise exercise. Nothing in this Clause shall prejudice any other right vested in the Seller.
15. LAW AND FORUM APPLICABLE
These Conditions shall be governed by and construed in all respects in accordance with English Law and the parties hereto hereby submit to the non-exclusive jurisdiction of the English Courts.
NOTE TO PURCHASER
Before purchasing any product, the customer shall determine the suitability of the product for its intended use, and the customer assumes all risks and liability whatsoever in connection therewith. Display Products Limited shall not be liable either in tort or in contract for any loss or damage – direct, incidental or consequential, arising out of the use of, or the inability to use any of the products.