Terms and Conditions
D&S PRECISION COATING SERVICES
Last updated April 2019
STANDARD TERMS AND CONDITIONS OF BUSINESS
a) In These Conditions: –
i) The “Company” means D & S PRECISION COATINGS LIMITED and
ii) The “Customer’ means the person, firm, company or other party placing any order with the Company for finishing services.
b)” The Goods” means the goods (or any component of the goods) to which finishing is to be applied by the Company pursuant to the Contract.
c) The “Price” means the price specified in the Company’s price list acknowledgment or otherwise communicated to the Customer.
d) References to “finishing” and “finishing services” shall be deemed to include (but are not limited to) finishing, any associated processes and any other treatment or process applied by the Company to the goods delivered for finishing.
e) If you are entering into this contract as a member of the public and for your personal use and not as part of a business, you are a “Consumer”. For consumers, specific terms and conditions apply as set out in Condition 18 below.
a) All orders placed by the Customer for finishing by the Company are subject to these terms and conditions and no variation will be accepted thereto unless agreed in writing by a director of D&S. The Customer accepts these conditions and acknowledges that they shall prevail in the event of any conflicting or inconsistent provisions submitted by or on behalf of the Customer notwithstanding anything to the contrary contained in such provisions.
b) Any quotation or estimate made by or on behalf of the Company whether in writing and/or orally is an invitation only to the Customer for him to make an offer and no order in pursuance of any quotation or estimate shall be binding upon the Company. Any agreement made between the Company and the Customer for finishing and or processing (hereinafter called the “Contract”) shall only be subject to these Terms and Conditions according to their provisions. Any representation or warranty made by or on behalf of the Company prior to the Contract whether orally or in writing is hereby expressly excluded and shall be of no effect.
b) Unless otherwise agreed in writing by the Company these Conditions shall over ride any Terms and Conditions stipulated, incorporated or referred to by the Customer in his order or in any other document or during pre-contract negotiations. In the event of the Company entering into a Contract without the Company having submitted a written quotation or its standard acknowledgement of order form but in circumstances where the Customer has had prior notice of these conditions then all goods and materials supplied, and work done shall be subject to these conditions.
c) Any typographical, clerical or other documents or information issued by the Company shall be subject to correction without any liability on the part of the Company.
d) No order placed by the Customer which the Company has accepted may be varied or cancelled by the Customer except with the written agreement of the Company.
e) The Customer is reminded of the associated hazards and effects of finishing including but not restricted to distortion, thread damage, over processing, chemical attack to base material, oven failure, mechanical damage during masking, electrical arcing during processing, embrittlement of high tensile steels and contamination of Goods in bulk processing. The Customer hereby acknowledges that the Contract is entered into in full knowledge, awareness and acceptance of such hazards and effects.
f) Ownership of the Goods shall not pass to the Customer until the Company has received full payment.
g) It shall be the Customer’s responsibility to ensure that the Goods are suitable for finishing. However, if at any stage the Company in its sole discretion considers that the Goods are unsuitable for finishing (or if finishing has begun, for further finishing) whether in accordance with the Company’s quotation or otherwise the company will advise the Customer as soon as is reasonably practicable and shall be entitled to discontinue finishing forthwith. The Company shall thereupon notify the Customer of the Company’s outstanding charges in respect of finishing carried out up to the date of such discontinuance and the Customer shall pay the same within 28 days of such notification. Unless the Company agrees in writing to arrange transport the Customer will collect the Goods at its own expense and risk from the Company’s works as soon as possible following notification of the discontinuance of the finishing.
h) The Company may make any changes to the specifications, materials or finishes which are required to conform to any applicable safety or statutory requirements.
a) All quotations are given in good faith from samples, paint specifications, colour and gloss levels, drawings or established part, catalogue or recognised trade numbers and subject to the items in question being suitable for processing in an established trade method.
b) The quotation (if any) shall remain valid:
i) For the period stated therein.
ii) Where no period is stated for three months (3) after its date PROVIDED ALWAYS that where metal deposits are involved in the contract the quotation shall be deemed to be provisional and the Company reserves the right to charge the market price ruling at the time it accepts the order.
c) All quotations which are given without sight of the goods to be processed are provisional only. The Company reserves the right to amend such quotation or estimate and decline the order after examination of the same.
d) Should the goods submitted for finishing vary from the quotation i.e. in design, method of manufacture or condition of base metal, then the Company reserves the right to requote, taking into account the different features of the goods or materials.
e) If the Company is called upon to remove any excessive oxide, rust, grease or other contaminating material it reserves the right to make an additional charge for putting such materials in a suitable condition to enable them to be processed.
4) CUSTOMER’S RESPONSIBILITY
a) In view of the known hazards of processing it shall be the responsibility of the Customer to make the following information known in writing to the Company at the earliest possible time.
i) the type of process required, pre-treatment and the treatment to be applied to the goods or materials
ii) full and detailed information of any known or likely impurities in the goods or
iii) if the goods have any special or antique value an estimate of that value must be produced.
iv) the proposed use of the goods, the environment of use, any specialist requirements eg finished products to be used in the automotive, aircraft, space, electronics, defence, retail industries etc and there is a safety critical feature involved.
v) if the Customer intends to carry out any subsequent processing (i, e. pressing etc.).
b) The Company reserves the right not to process the goods or materials where the Customer has not provided the information referred to in Clause (a) above.
a) The price payable by the Customer for the goods shall be either that specified by the Company in any valid quotation (to be valid any quotation must be in accordance with the conditions set out in clause 2 hereof) or the Company’s ruling price at the date of despatch.
b) All prices quoted by D&S are exclusive of VAT and all other sales, use, excise, duties, charges, shipping costs, insurance charges or similar.
c) The Company shall be entitled to adjust the Contract price whether before or after the making of the Contract. In the event of any variation in the costs to the Company of supplying the services where:
i) additional work is required to remove any excessive oxide, rust, grease or other contaminating material and to put the goods in a suitable condition to enable them to be processed.
ii) the goods submitted for processing vary from the quotation (i.e. in design, method of manufacture or alteration in base metal).
iii) the bulk of the goods delivered for finishing does not correspond to the sample.
iv) any other reason whatsoever beyond the control of the Company (but without prejudice to the generality of the foregoing) fluctuations in exchange rates, the action of any government or any other legal authority or any labour problems.
d) In all cases where precious metal deposits are involved the Company reserves the right to charge the market price ruling at the time it accepts the order.
e) The Contract price does not include the cost of carriage to the contracted place of delivery, or the cost of packaging goods or materials.
f) The price does not include Value Added Tax (VAT) which will be charged at the rate applicable at the date of invoice.
6) TERMS OF PAYMENT
a) Time for payment shall be of the essence. Unless otherwise provided payment shall be made by the Customer within 30 days of the date of invoice, either by prepaid telegraphic transfer to an account designated by D&S or by irrevocable letter of credit confirmed by a London clearing bank and payable upon presentation of invoice and customary shipping documents. Except where a credit account has been opened for the Customer by D&S payment shall be made in advance of the Goods being released for shipment against a proforma invoice. (please check and confirm whether this is correct). Any agreement regarding the reduction of the amount of an invoice which is due should and must be agreed in writing by the Company.
b) Without prejudice to the Company’s other rights and remedies, interest shall be payable at the rate of 4% per annum above the base rate from time to time and shall accrue from day to day on all overdue payments (as well as before judgment).
c) Payment may not be delayed or refused for any alleged defects in the goods which the Company undertakes to correct under the terms of its warranty.
d)If the Customer disputes any invoice or part thereof the Customer shall immediately pay the undisputed part of the invoice and shall immediately notify D&S in writing of the reasons for such dispute. The parties shall seek to resolve the dispute within fourteen (14) days of such notification. Upon resolution of the dispute such sum as is agreed by the parties as payable shall be paid immediately to D&S together with any interest due. The Customer will pay interest on the overdue amount for the time being outstanding calculated on a daily basis at the rate of 4% per annum above the base rate (as varied from time to time) from the due date until the date of actual payment and compounded monthly.
a) The Customer shall be entirely responsible for all charges for carriage howsoever arising and under no circumstances will the Company accept responsibility therefor. In the event of the Company being obliged to make any payment of carriage for whatever reason the Customer shall immediately upon demand refund to the Company all sums involved.
b) Where the Contract provides that goods shall be delivered by an independent carrier delivery of the goods shall be deemed to be affected when the goods are delivered to or collected by the carrier.
c) In the event of goods being collected by or on behalf of the Customer by his servant or agent’s collection as aforesaid will constitute delivery to the Customer.
d) Where goods are sold f.o.b. deliveries should be complete when they are placed on board ship.
e) All times and dates given by D&S for delivery of Goods and performance of services are given in good faith and D&S shall use reasonable efforts to meet such delivery times and dates, but time shall not be of the essence.
f) The Company will use its best endeavours to effect delivery of all finished goods by the date or dates specified in the Contract but shall not be responsible for any direct or consequential loss resulting from late delivery. In the event of the goods being damaged or lost prior to delivery or resulting from suspension of work and strikes, lock-outs, disputes, breakdowns, accidents. force-majeure or any circumstances beyond the Company’s control deliveries may be wholly or partially suspended until such time as work is resumed and the Customer shall accept late delivery of such goods.
a) All goods are checked for quantity before processing either by counting or weighing and any discrepancy advised. The quantity so ascertained by the Company is final and binding unless the contrary be established by the Customer.
b) In the case of processing quantities of small articles or a large volume of goods a weight to give 5% either way (Is this ok?) must be accepted as normal.
The Company has a general lien on all goods and materials from time to time delivered by the Customer and in the Company’s possession for all monies due or accruing due from the Customer which general lien shall extend to all sums outstanding due from the Customer to the Company under this or any other agreement from time to time howsoever and whensoever arising.
a) The Company warrants that it will carry out its obligations under the Contract with reasonable care and skill.
b) Because there could be a substantial disparity between the Company’s charges and its possible liability under or in connection with the Contract the Company’s liability in respect of any defect in processing or failure of the goods or for any loss, injury or damage attributable thereto is limited to the lowest of the following:
i) a sum not exceeding two or three times (Please advise) the contract price
ii) the cost of repeating the process and or otherwise remedying the defect or loss involved PROVIDED ALWAYS that the Company’s liability under this warranty shall automatically cease if:
(i) the defective goods are not immediately returned to the Company upon being found to be defective.
(ii) the Customer shall not have paid for all goods supplied and work done by the due date (whether under this or any other Contract between the Company and the Customer).
(iii) the information required from the Customer in accordance with clause 3 hereof and any other relevant information has not been provided to the Company.
(iv) the Customer has permitted persons other than the Company, its servants or agents to affect or attempt a repair or replacement of the defective goods or the goods have not been properly stored or treated since finishing.
b) The warranty contained in clause (b) hereof shall only be operative for a period of three (3) (?) calendar months from the date the goods were despatched to the customer or for such additional period of time as the Company may at its sole discretion allow or consider reasonable in all the circumstances of the case.
c) The warranty set out above shall be in lieu of any warranties or conditions whether express or implied by statute, common law or otherwise which warranties and conditions are hereby expressly excluded by this clause except in so far as such an exclusion is prohibited by current legislation.
d) The Company’s responsibility is limited to the terms of this warranty and (except in respect of death or personal injury resulting from the negligence of the Company, Its servants or agents) the Company shall not be liable for any claim for direct or indirect, consequential or incidental loss, injury or damage made by the Customer against the Company arising out of or in connection with any defect in the goods which are the subject of the Contract whether or not such defect is directly or indirectly, wholly or in part caused by the negligent act, omission, default or neglect of the Company, its servants or agents or whether or not such defect amounts to a breach of a fundamental term of the Contract.
11) CLAIMS FOR DAMAGE IN TRANSIT
Every possible care is taken in the final examination and packing of goods, but damage can sometimes occur during transit. The Company does not accept responsibility for any goods damaged in transit and the Customer is advised to obtain the necessary insurance cover.
a) Where goods are damaged in transit whilst being carried by the Company’s own vehicles then the warranty contained in clause 9 hereof shall apply.
b) Where goods are damaged in transit to the contracted place of delivery the time for delivery of the goods shall be extended for such a period as the Company may reasonably require.
c) The Company shall only be bound by its warranty to reprocess or pay compensation if the Customer shall have given written notice of such damage in transit with reasonable written particulars thereof to the Company within 10 days of receipt of the goods in question and has returned the goods to the Company within 21 days of receipt of the goods.
a) Goods which are delivered either by post or courier are sent at the customer’s risk. All goods and materials are accepted and stored entirely at the risk of the Customer and it shall be the obligation of the Customer to affect adequate insurance cover in relation thereto.
b) Although the primary obligation to maintain insurance on the goods shall be that of the Customer the Company provides insurance cover for goods and materials in its possession for fire, accidental damage, theft and consequential loss but this is restricted to a maximum of ….(please specify sum if any) or a maximum of two or three times the Contract price, If the goods the subject of the Contract have any special or antique value alternative insurance arrangements can be made with the Customer but this must be agreed in writing by the Company.
13) QUALITY AND DELIVERY OF THE WORK
The Customer accepts that any procedures, chemicals or processes applied to items are applied at the sole risk of the Customer and that the Company cannot be held responsible for any damage or unsatisfactory results which are caused or created during the process of carrying out the processing unless such damage and or unsatisfactory results are due to negligence of the Company, its servants, employees or agents. At its discretion the Company may offer to re-apply the treatment and coating if it accepts that the result that has been achieved should be regarded as substandard or below the standard that it deems acceptable.
If at any time any one or more of the provisions of these conditions becomes invalid, illegal or unenforceable in any respect under any law the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.
15) CONFIDENTIAL INFORMATION
All specifications, drawings, technical descriptions and details of finishing (hereinafter called “information”) submitted with the Company’s quotation or supplied to the Customer are supplied in confidence. The Customer shall keep the information confidential and shall not (save as required by law or unless the same is already in the public domain other than as a result of the default of the Customer) disclose the same to any third party without the Company’s prior written consent and shall use the same only for the purpose of the Contract. Nothing in this condition 15 shall prevent the Company from undertaking or offering to undertake for third parties any work or services similar to or designed to achieve the same result as the work or services provided under the Contract.
16) EXPORT AND IMPORT ITEMS
a) Delivery and performance respectively of the Goods and services by D&S are subject to applicable export control laws and regulations of several countries including the United Kingdom, United States and Canada, and conditioned upon receipt of required government licences and approvals. D&S shall use its reasonable endeavours to obtain all necessary export or other licences, consents, clearances and or authorisations (the “Export Licenses”) required in order to fulfil its obligations under the Order.
b) In the event that such Export Licences are not granted or are revoked then D&S shall have no liability to the Customer for completing its obligations affected by such Export Licenses or for any loss, expense or damage whatsoever suffered by the Customer.
c)Temporary Imports into the UK (Information for customers outside the EU.) Should any quote become an order the Customer will be required to ensure that the correct documentation required for a temporary import into the UK is in place. This should include but not be limited to the commercial invoice for customs purposes and the Customer should also ensure that their courier is aware that it is a temporary import into the UK. The couriers’ paperwork including the Shipment Air Waybill should also indicate that this is a temporary import into the UK and the correct import entry numbers and codes should be used by the courier. Any costs incurred by the company with regards to custom charges or delivery charges which are found to be due to incorrect delivery paperwork will be passed on to the Customer.
17) FORCE MAJEURE
D&S shall not be liable for delay or failure in performance of any of its obligations to the Customer attributable in whole or in part to any cause beyond its reasonable control including but not limited to actions or inactions of government bodies whether in its sovereign or contractual capacity, judicial action, war, civil disturbance, insurrection, sabotage, act of a public enemy, act of terrorism, labour difficulties or disputes, failure or delay in delivery by D&S suppliers or subcontractors, transportation difficulties, shortage of energy, materials, labour or equipment, accident, fire, flood, storm, or other act of God (“Force Majeure”) or the Customer’s fault or negligence.
18) CONSUMER PROVISIONS
Where the Customer is entering into the contract as a consumer either from the Company’s web site(s) or as part of a distance sale (all as defined by relevant legislation) then the following additional terms and conditions apply to the above conditions: (i) The Customer’s statutory rights are not affected by anything in these conditions’ (ii) The Company will notify the Customer in its acceptance of the Customer’s order if the delivery will take more than 30 days. (iii) The Customer will have a period of 7 working days after delivery when the Customer can cancel the Customers order for non-bespoke or goods that have not been made or prepared especially for the Customer. If the Customer wishes to cancel its order for such goods then the Customer must notify the Company in writing and return the goods to the Company, with seals unopened and in their original packaging materials. Where the Customer has opened sealed goods, the Customer will be deemed to have accepted them and the Customer will not have a right to reject them, The Customer must return goods that are cancelled to the Company at the Customer’s own risk to the Company’s address asset out above. Refunds will be made for goods returned in good saleable condition within 30 days of the Customer’s cancellation less postage costs. Where the Customer does not return the goods to the Company the Company may recover possession of them from the Customer and charge the Customer the Company’s costs of so doing. Orders for goods that are bespoke or have been produced or prepared especially for the Customer cannot be cancelled. The Company will identify such goods on its web site(s) or when the Company accept any order from the Customer; (iv) Any contract that is created by the Company’s acceptance of the Customer’s order shall be stored by the Company and copies will be accessible to the Customer upon the Customer’s request. A charge may be made for copies where this is permitted under relevant legislation; (v) If the Customer is not a consumer then the provisions of this clause 7 do not apply to the Customer’s contract with the Company. (vi) Prices quoted on our website are inclusive of VAT and exclusive of carriage.
19) JURISDICTION/APPLICABLE LAW
The Contract and their Conditions shall be construed in accordance with and be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.