Standard Trade Terms & Conditions

1. INTERPRETATION AND DEFINITIONS

1.1 In these Conditions the following words have the following meanings:

"Buyer"
the person(s), firm or company who purchases the Goods from Delphis International Ltd (Delphis) and whose details are set out on an Official Order Form or other communication;

"Contract"
any contract between Delphis and the Buyer for the sale and purchase of the Goods, incorporating these Conditions;

"Conditions"
these conditions of sale for Delphis "Delivery point" the place where delivery of the Goods is to take place pursuant to clause 4 and as may be identified on the official Order;

"Delivery Date"
the date (if any) by which Delphis agrees to try to deliver the Goods;

"Goods"
any goods agreed in the Contract to be supplied to the Buyer by Delphis (including any part or parts of them);

Delphis Eco, registered in England, no 06131833
Bridge House, London Bridge, London, SE1 9QR

"Official Order " the order detailing the Goods to be ordered pursuant to these Conditions. This can take the form of a written order received by post, email or Fax from an authorized person within the buyers organisation or a verbal order provided by an authorised person in the buyers organisation. In either case an official order number will be provided by the buyer for each and every order and must be received by Delphis before the order will be processed. The buyer will provide a list of personnel authorised to place orders on their behalf.

1.2 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, reenacted or replaced.
1.3 In these Conditions references to the singular include the plural and vice versa as the context admits or requires.
1.4 The headings in these Conditions are for reference only and do not form part of the Conditions.

2. APPLICATION OF CONDITIONS

2.1 Save as set out in these Conditions, the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed upon, delivered with or contained in The Buyers purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all Delphis sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of Delphis. Nothing in these Conditions will exclude or limit the company's liability for fraudulent misrepresentation.
2.4 Each order for Goods by the buyer from Delphis shall be deemed to be an offer by the buyer to purchase Goods subject to these Conditions.
2.5 The buyer must ensure that the terms of its order (including those set out on any Order Form and any applicable specification) are complete and accurate.
2.6 Without limiting the effect of any other clause of this Agreement, the buyers attention is specifically drawn to clauses 9, 10 and 13.

3. DESCRIPTION

3.1 The description of the Goods shall be as set out as in Delphis official pack description.
3.2 All drawings, descriptive matter, specifications and advertising issued by Delphis and any descriptions or illustrations contained in Delphis brochures or information sheets are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.

4. DELIVERY

4.1 Where Delphis has been requested to provide delivery of the goods ordered it will use its reasonable Endeavour's to deliver the Goods to the Delivery Point by the Delivery Date requested. Time for delivery shall not, however, be of the essence. If no dates for delivery are specified then delivery shall be within a reasonable time.
4.2 If for any reason the buyer or the buyers requested delivery point will not accept delivery of any of the Goods when delivered, or Delphis is unable to deliver the Goods on time because the buyer has not provided appropriate instructions, documents, licenses or authorisations: a. risk in the Goods will pass to the buyer (including for loss or damage caused by negligence); b. the Goods will be deemed to have been delivered; and c. Delphis may store the Goods or arrange storage of the goods local to the delivery point until delivery can be made whereupon the buyer will be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.3 The Buyer will ensure, and where necessary provide at the buyers expense, at the Delivery Point that there is adequate and appropriate equipment and manual labour for unloading the Goods.
4.4 Where for any reason Delphis are unable to supply the Buyers ordered quantity, eg lack of stock or periods of high demand etc, by the requested delivery date, Delphis will offer to the buyer the quantity of goods available to be delivered by the requested delivery date or will provide a date by which the order can be despatched in full. Delphis accept no liability whatsoever for any shortfall in this situation.

5. NON-DELIVERY

5.1 The quantity of any consignment of Goods as recorded by Delphis upon despatch from Delphis place of business shall be conclusive evidence of the quantity received by the buyer on delivery unless the buyer can provide conclusive evidence proving the contrary.
5.2 Delphis shall not be liable for any non-delivery of Goods (even if caused by Delphis negligence) unless written notice is given to Delphis within 2 days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability Delphis has for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. RISK/TITLE

6.1 The Goods are at the risk of the buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the buyer until Delphis has received in full (in cash or cleared funds) all sums due to it in respect of: a. the Goods; and b. all other sums which are or which become due to Delphis from the buyer on any account.
6.3 Until ownership of the Goods has passed to the buyer, the buyer must: a. hold the Goods on a fiduciary basis as Delphis bailee; b. store the Goods (at no cost to Delphis) separately from all other goods of the buyer or any third party in such a way that they remain readily identifiable as Delphis property; c. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; d. maintain the Goods in satisfactory condition and keep them insured on Delphis behalf for their full price against all risks to the reasonable satisfaction of Delphis .
6.4 The buyer may resell the Goods before ownership has passed to it solely on the following conditions: a. any sale shall be effected in the ordinary course of the buyers business at full market value; and b. any such sale shall be a sale of Delphis property on the buyers own behalf and the buyer shall deal as principal when making such a sale.
6.5 The buyers right to possession of the Goods shall terminate immediately if: a. the buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed; or b. the buyer encumbers or in any way charges any of the Goods.
6.6 Delphis shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Delphis
6.7 The buyer grants Delphis, its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the buyers right to possession has terminated, to recover them.

7. PRICE

7.1 Unless otherwise agreed by Delphis in writing (including any applicable Order Form) the price for the Goods shall be the price set out in Delphis sales agreement with the buyer appertaining to the date of delivery or deemed delivery.
7.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to loading, unloading, carriage and insurance all of which amounts the buyer will pay in addition when it is due to pay for the Goods.

8. PAYMENT

8.1 Payment of the price for the Goods is due within 30 days from the date of invoice.
8.2 Time for payment shall be of the essence.
8.3 No payment shall be deemed to have been received until Delphis has received cleared funds.
8.4 All payments payable to Delphis under the Contract shall become due immediately upon termination of this Contract despite any other provision.
8.5 The buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the buyer has a valid court order requiring an amount equal to such deduction to be paid by Delphis to the buyer.
8.6 If the buyer fails to pay Delphis any sum due pursuant to the Contract the buyer will be liable to pay interest to Delphis on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of Natwest Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment.

9. QUALITY

9.1 Where Delphis is not the manufacturer of the Goods, Delphis will endeavour to transfer to the buyer the benefit of any warranty or guarantee given to Delphis.
9.2 Delphis warrants that (subject to the other provisions of these Conditions) upon delivery the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1994 (as amended).
9.3 Delphis shall not be liable for a breach of the warranty in clause 9.2 unless: a. The Buyer gives written notice of the defect to Delphis and (if the defect is as a result of damage in transit) to the carrier, within 2 days of the date of actual delivery; and b. Delphis given a reasonable opportunity after receiving the notice of examining such Goods and the buyer (if asked to do so by Delphis ) returns such Goods to Delphis place of business at Delphis cost for the examination to take place there. This applies specifically to damaged packs or units and not palletised quantities.
9.4 Delphis shall not be liable for a breach of the warranty in clause 9.2 if: a. The buyer makes any further use of such Goods after giving such notice; or b. the defect arises because the buyer or subsequent purchasers or agents failed to follow oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or c. The buyer alters or repairs such Goods without the written consent of Delphis.
9.5 Subject to these Conditions, if any of the Goods do not conform with the warranty in clause 9.2 Delphis shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if Delphis so requests, the buyer shall, at the Delphis , return the Goods or the part of such Goods which is defective to Delphis.
9.6 If Delphis complies with clause 9.2 it shall have no further liability for a breach of the warranty in clause 9.2 in respect of such Goods.

10. LIMITATION OF LIABILITY

10.1 Subject to clause 10.3, the following provisions set out the entire financial liability of Delphis (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the buyer in respect of: a. any breach of these Conditions; and b. any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these conditions excludes or limits the liability of Delphis for death or personal injury caused by Delphis negligence or fraudulent misrepresentation.
10.4 Subject to clause 10.3: a. Delphis total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the direct price charged by Delphis for the Goods giving rise to the claim; and b. Delphis shall not be liable to the buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

11. ASSIGNMENT

11.1 The buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Delphis.
11.2 Delphis may assign the Contract or any part of it to any person, firm or company.

12. FORCE MAJEURE

Delphis reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the buyer (without liability to the buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Delphis including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials Provided that, if the event in question continues for a continuous period in excess of 60 days, the buyer shall be entitled to give notice in writing to Delphis to terminate the Contract.

13. USE OF TRADEMARK, TRADENAME AND CONFIDENTIALITY

13.1 Where Delphis supply goods covered by trademark registered to Delphis or a trade name applying to a Delphis product , any reference to the Goods in any literature used or authorised by the buyer including without limit any mail order catalogues, advertising literature, or any other documentation must include the brand name or the logo (as the case may be) and where relevant must include the symbol ® next to the same.
13.2 Under no circumstances is the buyer to use the afore mentioned trademarks or trade names in any manner which will or is likely to damage or limit the goodwill of Delphis or bring it into disrepute. Delphis shall be entitled at its absolute discretion to refuse any order which it believes is or will contravene or result in the contravention of this clause.
13.3 Under no circumstances must the buyer remove, suppress, alter and/or hide any trademark or trade name used or owned by Delphis on the Goods.
13.4 The buyer shall hold confidentially and ensure that its employees hold discreet any information, technical or otherwise, provided to the buyer by Delphis and shall not release that information to any third party without the express permission in writing from Delphis. Delphis reserve the right to secure redress from the buyer for any loss, either technical or financial, that may be occur as a result of such a breach of confidentiality
13.5 The Buyer as a complying party to these terms and conditions agrees that they will not try to replicate, duplicate, copy or reverse engineer, in any way, any products, labelling, technical information or instructions supplied by Delphis or provide information for or procure other third parties to do the same. Any such action Delphis will deem as to be a breach of its intellectual property and take such suitable action as to ensure protection of same and seek compensation for any loss.

14. GENERAL

14.1 Each right or remedy of Delphis under the Contract is without prejudice to any other right or remedy of Delphis whether under the Contract or not.
14.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
14.3 Failure or delay by Delphis in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
14.4 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
14.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.

15. COMMUNICATIONS

15.1 All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission: a. (in case of communications to Delphis) to its registered office or such changed address as shall be notified to the buyer by Delphis; or b. (in the case of the communications to the buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the buyer set out Front Sheet or such other address as shall be notified to Delphis by the buyer.
15.2 Communications shall be deemed to have been received: a. if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); b. if delivered by hand, on the day of delivery; c. if sent by facsimile transmission on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.