DuraSto Ltd Terms and Conditions of Sale

1. Application and entire agreement

            1.1.      The Agreement Terms apply to the purchase of goods or services (includes instalments of the goods or any parts for them) detailed in the quotation/website by the buyer (you) from DuraSto Limited, registered address of 215 Hucclecote Road, Gloucester Gloucestershire, GL3 3TZ (we or us).

            1.2.      The Agreement will be deemed to have been accepted by you when you accept them or the quotation or delivery of goods (whichever happens earlier) and will constitute the entire agreement between us and you.

            1.3.      The Agreement Terms, quotation and the website (all three together, contract) apply to the purchase and sale of goods and/or services between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course dealings.

2. Interpretation

            2.1.      A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.

            2.2.      The headings in these Terms and Conditions are for Convenience only and will not affect their interpretation.

            2.3.      Words imparting the singular number include the plural and vice-versa.

3. Goods

            3.1.      The description of the goods – (including any instalments of the goods or any parts for them) set out in our sales document or website, unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise or other representation that is not in accord with are agreement about the goods. Description of the goods set out in are sales document or website are intended as a guide only.

            3.2.      We can make any changes to the specification of the goods which require to conform to any application safety or other statutory or regulatory requirements.

4. Quality

            4.1.      Any product warranties will start from the date the Goods are delivered or we have tried to deliver the Goods, or where Goods are to be collected by you, at the time we notify you the goods are ready for collection.

            4.2.      In the event of a product recall by a manufacturer of Goods we have sold, we will replace these Goods free of charge on a supply only basis. DuraSto Ltd does not accept liability for consequential losses arising from the replacement of defective or recalled items.

            4.3.      Any warranty is null and void if:

                        4.3.1.    Goods is tampered with in any way or form other than its normal stated use, either orally or in writing, by the manufacturer.

                        4.3.2.    Goods, which have been installed by us, has been removed from or move to another vehicle or location of installation.

5. Price

            5.1.      The price (Price) of the goods is set out in our quotation or website current at the date of your order. Where no price has been quoted, the current list prices apply.

            5.2.      If the cost of the goods to us increase due to any factor beyond our control, including but limited to, material costs, labour, costs, delay caused by any instructions of the buyer of failure of the buyer to adequate informed instruction, any change in delivery dates, alteration of exchange rates or duties, or change to delivery rates, we can increase the price prior to delivery.

            5.3.      Any increase in the price under the clause above will only take place after we have told you about it.

            5.4.      You may be entitled to discounts. Any and all discounts will be at our discretion.

            5.5.      The price is exclusive of fees for packaging and transportation/delivery. Additional charge to the price quoted or listed in any price list will be made by the company for delivery to Scotland, including the Highlands, and Europe.

            5.6.      Price is exclusive of any VAT, other taxes or levies which are imposed or charged by any competent authority.

6. Cancellation and Alteration

            6.1.      Details of the goods as described in the clause above (Goods) and set out in our sales documentation are subject to alterations without notice and are not a contractual offer to sell the goods which is capable of acceptance.

            6.2.      The quotation (including any non-standard price negotiation in accordance with the clause on price (above) is valid for a period of 30 days only from the date shown in it unless express with drawn by us or earlier time.

            6.3.      Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.

7. Payment

            7.1.      We will invoice you for the price either:

                        7.1.1.    On or at any time after delivery of the goods: or

                        7.1.2.    Where the goods are to be collected by you or where you wrongfully do not take delivery of the goods, at any time after we have notified you the goods are ready for collection, or we have tried to deliver them

            7.2.      You must pay the price within 30 days of the date of our invoice or otherwise according to any credit term agreed between us.

            7.3.      You must make payment even if delivery has not have taken place and/or that title in the goods has not passed to you.

            7.4.      If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interests, charge you interest at the rate 5% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.

            7.5.      We also with hold the right to receive any goods back that are unpaid for.

            7.6.      Time of payment will be essence of the contract between us and you.

            7.7.      All payments must be made in British pounds unless otherwise agreed in writing between us.

            7.8.      Both parties must pay all amounts due under these Agreement Terms in full without any deductions on withholding except as required by law and neither party is entitled to assert any credit, set-off or counter claim against the other in order to justify withholding payment of any amount in whole or in part.

8. Delivery

            8.1.      We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing.

            8.2.      If you do not specify a delivery address or if both agree, you must collect the Goods from are premises.

            8.3.      Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.

            8.4.      If you do not take delivery of the goods we may, at our discretion and without prejudice to any other rights:

                        8.4.1.    Store or arrange for the storage of Goods and will charge you for all associated costs and expenses including, but not limited, transportation, storage and insurance; and/or

                        8.4.2.    Make arrangements for the redelivery of Goods and will charge you cost of such redelivery; and /or

                        8.4.3.    After 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.

            8.5.      If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge for all associated costs including, but not limited to, storage and insurance.

            8.6.      Any dates quoted for delivery are approximate only, and time of the delivery is not of essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that relevant to the supply of Goods.

            8.7.      We can deliver the Goods by instalments, which will be invoiced and paid separately. Each Instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.

9. Inspection and acceptance of Goods

            9.1.      You inspect the Goods on delivery or collection.

            9.2.      If you identify any damages or shortages, you must inform us in writing within 24 hours of delivery, providing details.

            9.3.      Other than by agreement, we only accepted return Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.

            9.4.      Subject to your compliance with this clause and/or our agreement, you may return the goods and we will, as appropriate, repair or replace, or refund the goods or part of them.

            9.5.      We will be under no liability or further obligation in relation to the Goods if:

                        9.5.1.    you fail to provide notice as set above; and or

                        9.5.2.    you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and or

                        9.5.3.    the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use of maintenance of the Goods; and or

                        9.5.4.    the defect arises from normal wear and tear of the Goods; and or

                        9.5.5.    the arises from misuse or alteration of Goods, negligence, wilful damage or any other act by you, your employers, or agents or any third parties.

            9.6.      You bear the risk and the cost of returning the Goods.

            9.7.      Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 5 days after delivery.

10. Risk and Title

            10.1.     The risk in the Goods will pass to you on completion of delivery.

            10.2.     Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a)the Goods and/or (b)any other Goods or services that we have supplied to you in respect of which payment has become due.

            10.3.     Until title to the goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface, or obscure any identifying marks or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition keep the insured against all risk for the full price from the date of delivery.

            10.4.     As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right to remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the goods are stored in order to recover them.

11. Termination

            11.1.     We can terminate the sale of Goods under the contract where:

                        11.1.1.  you commit a material breach of your obligation under these Agreement Terms:

                        11.1.2.  you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;

                        11.1.3.  you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or

                        11.1.4.  you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrative receiver appointed in respect of your assets or undertakings or part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of schedule B1 of the insolvency Act 1986), a resolution is passed, or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.

12. Limitation of liability

            12.1.     Our liability under the contract, and in breach of statutory duty, and in tort misrepresentation or otherwise will be limited to this clause.

            12.2.     Subject to the clauses above on Inspection and acceptance and Risk Title, all warranties, conditions, or other terms implied by statue or common law (save for those implied by section 12 of the sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

            12.3.     If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

            12.4.     Our total liability will not, in circumstances, exceed the total amount of the Price payable by you.

            12.5.     We will not be liable (whether caused by our employees, agents or otherwise) in connection with Goods for:

                        12.5.1.  any indirect, special, or consequential loss, damage, costs or expenses; and/or

                        12.5.2.  any loss of profits; loss of anticipated profits; loss of data: loss reputation or goodwill: business interruption; or other third-party claims; and/or

                        12.5.3.  any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or

                        12.5.4.  any losses caused directly or indirectly by any failure or breach by you relation to your obligations; and/or

                        12.5.5.  any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.

            12.6.     The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.

13. Communications

            13.1.     All notices under these Terms and Condition must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

            13.2.     Notices will be deemed to have been duly given:

                        13.2.1.  when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

                        13.2.2.  when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;

                        13.2.3.  on the fifth business day following mailing, if mailed by national ordinary mail; or

                        13.2.4.  on the tenth business day following mailing, if mailed by airmail.

            13.3.     All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

14. Circumstances beyond the control of either party

            14.1.     Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause beyond the reasonable control of that party. Such causes include, but not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

15. No Waiver

            15.1.     No waiver by us of any breach of these Agreement Terms by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

16. Severance

            16.1.     If one or more of these Terms and Conditions is found to be unlawful, invalid, or otherwise unenforceable, that/those provisions shall be deemed severed form the remainder of these Terms and Conditions (which will remain valid and enforceable).

17. Law and Jurisdiction

            17.1.     This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.