Terms and Conditions of Order/Sale
This order form and the acceptance by the purchaser shall form the basis of a contract, nothing contained in these terms and conditions is intended to affect the purchasers statutory rights under the sale and supply of goods Act 1994 or any amendment of such legislation. These terms and conditions need to be read in conjunction with the Owners Handbook, manufacturing handbooks and Licensing/Distribution agreement if relevant.
'We' 'Us' 'Our' means Dub Box Limited (UK)
'You' or 'Your' means the purchasing company or individual customer
'Goods' means any item or part item to be sold by us to you
'Price' means all sums payable by you to us for the Goods
Prices and payments
1.The price is ex.works, exclusive of VAT or any duties relating to Your specific country or customs which is payable by You in addition to the Price unless otherwise stated by Us.
1a) The payments for the Goods is payable in three parts unless payment is made in full by You at the time of entering the contract. 30% is payable as a deposit to book Your build slot with order confirmation and receipt of the total invoice. 30% is payable at the commencement of the build and 40% is payable on completion of Your Goods.
1,b) In the event of any alterations being required by You in design specification or quantities, We shall be entitled to make an adjustment of the contract price corresponding to any increased cost incurred by Us as a result of such alteration.
1,c) All Prices quoted are subject to change and fluctuation in the event of increased manufacturing costs/materials and overheads until a time of the order being confirmed and the full deposit payment has been cleared into the agreed bank account.
1,d) Unless We expressly agree otherwise you must pay all invoices in GBP by electronic payment directly into a bank account as specified on Your invoice. It is Your responsibility to pay any charges payable to the banks for this service and to ensure the payment is correctly converted into GBP if you are paying from outside the UK.
1,e) Either You or We (as appropriate) will have the right to charge the other interest on any overdue amounts from the date payment falls due until the day immediately prior to the date payment is made (whether it is either before or after judgement) at the rate of 10% above the base lending rate of HSBC Bank plc. Such interest will accrue on a daily basis and be compounded annually.
1,f) If you fail to pay the Price in full on the date that payment is due prior to completion we and our associates will be entitled to (without prejudice to any other right or remedy we may have) suspend any further deliveries to You under the contract in question or any other contract until payment is paid in full.
All Goods will be paid for in full prior to collection.
2) You will make collection arrangements for Your Goods within seven days of notification that the Goods are available. Where payment has not been made in full, You shall pay interest on the total account from the date of notification until the date of payment at the rate noted in 1,e unless otherwise agreed in writing.
2a) In addition to the costs arising in 2, You will be liable for any loss or costs arising from non- payment, non-collection of Goods and for a reasonable charge by Us for the care, custody and insurance of the Goods.
2b) The completion date is given as accurately as possible however cannot be guaranteed. You shall have no right to damages or to cancel the order for failure for any cause to meet the completion date stated.
2c) We shall endeavour to comply with any reasonable requests by You to postpone the collection of Your Goods but shall be under no obligation to do so. Where postponement is agreed by Us in writing You shall pay all costs and expenses including reasonable charge for storage and insurance.
2d) We have no obligation to deliver Goods, however we will use reasonable endeavours to aid with any paperwork needed by customs or haulage company for the delivery of Your Goods. All endeavours will be made in office hours of 9-5 Monday to Friday unless it has been specifically agreed by Us.
2e) The risk of loss or damage of the Goods passes on to you on collection by whomever on your behalf, if You require our help to load Your Goods You are still responsible for any damage or loss, We will endeavour to ensure the Goods are loaded efficiently however it is not our responsibility to ensure the Goods are loaded to any standard or the stability of such Goods prior to shipping/transporting.
2f) If we delay the completion date of any Goods for a period of 30 working days or more than you are entitled by written notice to cancel the contract in respect of those Goods affected by the delay. However you are not otherwise entitled to cancel for delay. You may not cancel any Goods which we complete prior to You sending Us written notice.
2g )We are not obligated to hire/rent/loan/supply/buy machinery/equipment/plant to aid in the loading of your Goods. Any additional costs outside of the Price will be charged to You. We will ensure there is a safe, adequate and accessible area for loading is available based on relative volume of goods to volume of transport.
2h) We are not responsible for Your or third party health and safety arrangements or adherence to any rules or regulations there of including but not exclusive to safe handling, moving and lifting wellbeing.
2i) We shall not be liable to you for any loss caused by late completion of the Goods.
Immediately upon collection/delivery of the Goods, You or persons acting on your behalf must carry out with reasonable care and diligence a visual examination thereof and promptly report to us any damage, defect or failure to comply with the contract which is disclosed by such examination. Such report must be made so as to be received by us on the same day on which collection/delivery is made. Except to the extent of such report the Goods will be deemed free from such damage, defect or lack of compliance as is or ought reasonably to be apparent upon examination being carried out in accordance with this condition.
3) The warrantee is subject to and in addition to your statutory rights in respect of any failure of the Goods to comply with the contract.
3a) The Warranty applies only to Goods sold by us as new and in respect of any failure to comply with the contract as at the date of collection and which is discovered within the warrantee period.
3b) During the warrantee period we are entitled to do any of the following: refund all or any of the Price, repair or replace Goods or any part of them (or procure such repair or replacement) to the extent that the Goods or part do not comply with the contract as at the date of collection.
3c) The warrantee period is 12 months commencing on the date of collection, this supersedes any other period of warrantee shown or provided on websites handbooks certificates or paperwork.
3d) You must inform Us in writing promptly and in any event within 7 days of the relevant problem being discovered and permit us to inspect the Goods. If we do not receive notice of the problem within this time frame then we will have no obligations under warranty in respect of that problem.
3e) You must not exercise any right to reject the Goods if we comply with our obligations under the Warranty and you must give us the opportunity to exercise our right under the warrantee before you exercise any such right of rejection.
3f) We do not warrant that the Goods are fit for any particular purpose for which you may be buying them, whether or not that purpose is known to us, and in any term to that effect implied by statue or common law is excluded.
3g) Unless we have expressly agreed otherwise with you directly in writing, we do not warrantee that the goods comply with the legal requirements as to quality or technical standards and/or performance of any jurisdiction other than the United Kingdom to the extent that those legal requirements would otherwise impose obligations on us under the contract which are different, more strict or more onerous than those imposed on us by reference to the legal requirements of the United Kingdom as at the date of collection. Accordingly, we will not be liable for any loss or damage caused to You or any other person due to the Goods not complying to that extent with such legal requirements.
Exclusions and limitation of liability
4) Nothing under these conditions excludes or limits our liability:
1) for death or personal injury caused by our negligence or for any matter that it would be illegal for us to exclude or attempt to exclude our liability for
11) for fraud or fraudulent activities to the extent we can recover in relation to such liabilities under an insurance policy maintained in force.
4,2) We will not be liable to you for loss of profit, business, revenue, opportunities or contract or resulting from depletion of goodwill, in each case whether such a loss is direct, indirect or consequential, or for loss attributable to third party claims against you, in each case where any such loss arises out of or in connection with the contract. You shall indemnify Us against any claim made by reasons of representation (unless fraudulent) or any implied warrant, condition or other item, or any duty at company law, or under the express terms of the contract, for any direct, special or consequential loss or damage costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of our employees agents or otherwise) which arise out of or in connection with the supply of the Goods for their use or resale by You.
Ownership of Goods
5) Ownership and title of Goods and all responsibilites of ownership passes to you when we have received payment in full in cleared funds of the Price together with any VAT, delivery and/or any other charges due under the contract.
5,a )If any part/parts or Goods as a whole are supplied to you but the title to them has not been passed to you, you must at your expense insure the Goods for their full replacement value against all usual risks, keep the Goods safe and in good condition, stored separately and clearly identifiable as our property and must not sell or part with possession or control of the Goods other than a sale of them in good faith and in the ordinary course of your business. Your right to possession of the goods will terminate immediately on notice from us which we may serve if you are in default under the contract or on termination of the contract by us or automatically if any of the events referred to in the terms and conditions occurs in respect of You.
5,b) If we lawfully terminate your right to possession of the Goods and You are in breach of the terms of the contract, whether under this contract or not, all monies owed by the You to us shall become immediately due and payable. In addition to any other remedies we may have, we or any person authorised by us will have the right to enter upon any premises occupied by you where the Goods are or may be stored in order to inspect the Goods or take possession of them and you hereby irrevocably authorise us and/or our authorised representative to enter your premises for such purposes.
5,c) You shall not be entitled to pledge or in any way charge by way of security for any indebtedness for any of the Goods which remain the property of Us, but if You do so, all moneys owing by You to Us (without prejudice to any other right or remedy of the Company) become immediately due and payable.
Cancellation will only be agreed by Us on the condition that all costs and expenses incurred by You up to the time of cancellation and all loss of profits and other loss or damage resulting to Us by reasons of such cancellation will be reimbursed by You to Us forthwith.
Where the components supplied are 'Safety- critical' our liability shall be limited to the standard of production required by the appropriate quality control procedure of our company at the relevant time and no responsibility is accepted by us for failure to comply with any regulations or requirements of any governmental or other authority.
We shall be under no liability for any delays, loss or damage caused wholly or in part by causes beyond Our control including without limitation any act done pursuant to a trade dispute whether such dispute involves our workers or not or otherwise arising out of any act matter or thing which is out of the control of Us. It includes for example and without limitation non availability of materials or necessary inputs from our suppliers. Such failure will not be a breach of our obligations and we will be entitled to suspend performance of those obligations for such period of time during which we are prevented, hindered or delayed in doing so. When we are no longer prevented, hindered or delayed then we will resume performance of our obligations so far as reasonably practicable at that time and as soon as reasonably possible.
The contract/terms and conditions shall be governed and interpreted exclusively to the Law of England and Wales any arbitration shall be governed by English arbitration law.