DFJ Automotive: Terms & Conditions
1. Exclusive Terms and Conditions
All contracts and orders entered into and accepted by DFJ Automotive Ltd (hereafter the “Seller”) are subject to these Terms and Conditions. Acceptance of the order or invoice shall constitute acceptance of these Terms and Conditions, to the exclusion of such Terms and Conditions of purchase, and further shall operate to the exclusion and substitution for any terms set out from time to time on any order form received by DFJ Automotive Ltd.
The buyers Terms and Conditions, if they are in conflict with these Terms and Conditions will be inapplicable, unless the seller accepts them in writing.
Any alteration of these terms and conditions requires written notification from the buyer.
There are no additional or collateral agreements, representations or warranties between the buyer and Seller relating to the transactions contemplated hereby.
2. Formation of contract
All offers are made without obligation on the part of the seller. Orders, contracts or other understandings are valid only if a duly authorized officer or employee of the seller has confirmed them.
The seller reserves the right to accept any verbal orders but such orders should be confirmed in writing within 24 hours of the buyer and marked “confirmation”. Any orders not so marked will be treated as fresh orders and the Buyer will be responsible for the consequence of any resulting duplication.
No cancellation of any order will be effective unless in writing and until accepted by the Seller. The Seller reserves the right to refuse to accept any cancellation and in particular no cancellation will be accepted of orders for goods and/or services to special requirements not normally stocked by the Seller of such goods and/or services is in the process of being completed.
Seller does not guarantee delivery of goods supplied by the Seller (“the Products”) within a specified period. However all reasonable efforts to deliver the products within the time period specified will be made.
If the seller cannot execute the order or has a delay in executing the order by reason of “Force Majeure”, the time for delivery shall automatically extend by a period equal to the duration of the delay caused by such an event. In the event of curtailment of supply of a product due to any such event, the Seller shall have the right to apportion deliveries of product on such a basis that may appear equitable.
Liability for non-delivery of goods cannot be accepted unless the Seller is notified in writing within 10 days of the advice note or invoice.
Any shortages, breakages or defective goods must be reported in writing to the Seller within 10 days of the date of delivery. Any claims made outside this period will not be recognised. When orders have been correctly fulfilled the Seller cannot accept the goods on return.
If the Buyer fails or refuses to take delivery of goods on the date agreed he shall be liable to the Seller for any loss occasioned by such failure or refusal and for any charges thereby incurred by the Seller for the care and custody of the goods whether he has been specifically requested to take delivery of the goods or not. The Seller reserves the right to dispose of the goods after 30days from the agreed date of delivery should the buyer fail or refuse to take any delivery of the goods.
After a reasonable notification by the buyer, the Seller reserves the right to discontinue the sale of any product.
Unless otherwise agreed or stated, all sales are ex factory Delivery will be deemed to have taken place at the moment of shipment and risk of loss shall pass to the Buyer on delivery.
The Buyer will be responsible for insurance to their full value of any goods not paid for and when the title has not passed to the Seller. The Buyer indemnifies the Seller for the loss of damage to or destruction of any goods where the title still rests with the Seller. Any insurance monies payable under this clause shall be held in trust for the Seller.
Prices are subject to change by giving a reasonable notice period to the Buyer.
Unless otherwise agreed, all costs, including bank costs and taxes shall be the obligation of and shall be paid by the Buyer. All prices quoted by the Seller are exclusive of VAT.
Unless otherwise agreed in writing, Terms of Payment will be strictly by the end of the month following the delivery of the goods and services. Initially the Seller intends to apply a credit limit of £500.00 to all transactions, this limit may be reviewed.
The Buyer shall not set off or withhold payment due to the Seller on the grounds of any right or claim it may have against the Seller. The Buyer shall have no claim against the Seller for delay in receiving the invoice and/or documents evidencing delivery.
Surcharge amount invoiced by the Seller are payable on the same Terms as other invoices. The customer may make no offset against outstanding core returns.
Only chargeable surcharge units returned within 30 days of month of purchase to an acceptable standard of re-manufacture which meet our published core return criteria will be eligible for credit.
In the case of late payment by the Buyer the Seller shall be entitled to, without further notice, to interest of 5% above the UK clearing bank-lending rate from the date on which the sum became due.
In case non-compliance with the agreed payment conditions, all outstanding debts of the Buyer to the Seller shall have the right to withhold further deliveries at his discretion.
8. Retention of Title
Notwithstanding delivery to the Buyer and the passing of risk to the Buyer on delivery, the Seller shall retain title to all products supplied until it has received payment in full of all sums due from the Buyer to the Seller from time to time howsoever arising and whether or not arising in relation to any products.
The Buyer shall store the products owned by the Seller in such away that they are so identifiable and shall keep records of all products supplied by the Seller.
If the Buyer fails to make any payment to the Seller when due (and not withstanding any delayed terms and credit period agreed by the Buyer and Seller) payment shall become immediately due and payable in full .If the Buyer enters into any form of Bankruptcy, receivership, liquidation or a composition with its creditors, becomes insolvent or has a judgement of any debt entered against it, the Seller shall have the right without prejudice to any other remedies, to enter without prior notice any premises where the products owned by it may be and to repossess and dispose of the products owned by it.
If the products are resold or otherwise dealt with or incorporated with any other product or assembly before the Buyer has acquired title to such products, the Buyer shall inform the Seller of that fact and unless the Seller of that fact and unless the Seller otherwise agrees, the proceeds of sale such Products of the combined product or assembly shall be held by the Buyer in a fiduciary capacity for the Seller.
The Buyer confirms that if it resells the products the Buyers customer will not acquire title to those products until the Buyers customers has paid in full for those products and title to those products will remain with the Seller in accordance with the Terms of Clause 7 of these Terms and Conditions.
1/. Where the title to the relevant products has not passed to the Buyers customers’ title will remain with the Seller.
2/. Where title has passed to the Buyers customer title under the arrangement will pass back directly from the Buyers customer to the Seller.
8.1 The Seller shall have a general lien against the owner of any goods for any monies whatsoever due from such owner to the Seller and whether arising under a contract to which these conditions apply or not. If any lien is not satisfied within a reasonable period of time the Seller may at its absolute discretion sell the goods as agents for the owner and apply the proceeds towards the monies due and the expenses of the sale and shall upon accounting to the Buyer for the balance remaining (if any) be discharged from all liability whatsoever in respect of the goods.
Seller warrants Buyer that its products shall conform to the Sellers specification and shall be merchantable and fit for their intended purpose when used in accordance with the Sellers recommendation.
Sellers liability and Buyers exclusive remedy for any breach of these warranties is expressly limited to replacement of non conforming products or payments of an amount not to exceed the purchase price of the non conforming products covered by this contract and becomes due only on acceptance of breach by our duly authorized officers or employees of the Seller. The Seller extends this warranty to the Buyer for a period of twelve months from the date of supply.
Any waiver by parties of strict conformance with any of the present Terms and Conditions shall not be a waiver of any subsequent failure to comply with such Terms and Conditions.
11. Governing Law
This agreement shall be governed by and construed under the laws of England and Wales.
12. Competent Jurisdiction
Any dispute arising in connection with this agreement shall be submitted to the exclusive jurisdiction o the court of England and Wales. The Seller may however at its option, start legal action against the Buyer before the courts of the Buyers principal place of business.
13. Disposal of Residue
Buyer acknowledges its obligation o dispose of any residue of products purchased here under or waste product (including containers) in accordance with applicable laws and/or regulations and hereby indemnifies seller from and against all liability the Seller may suffer as a result of Buyers failure to dispose of same in accordance with such laws and regulations.
14. Product Descriptions
Manufacturers and supplier part number are used for reference purposes inly