Terms & Conditions

Devlin Electronics Limited (Sifam Controls) – Terms and Conditions of Sale

1. Interpretation

   In these Conditions the following words have the following meanings:-
   “The Buyer” – means the person(s), firm or company who purchases the Goods from the Company;
   “The Company” – means Devlin Electronics Limited of Unit A1, Davy Close, Basingstoke, Hampshire, RG22 6PW;
   “Contract” – means any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Conditions;
   “Force Majeure” – means any act or circumstances beyond the Company’s reasonable control; and
   “Goods” – means any goods to be supplied to the Buyer by the Company.

2. Orders

   1. Subject to any variation under Condition 2.4, the Contract shall be on these Conditions to the exclusion of all others (including any terms or conditions which the Buyer purports to apply).
   2. Any quotation is issued by the Company on the basis that no contract will come into existence until the Company despatches an acknowledgement of order (an “Order Acknowledgement”) to the Buyer but the terms contained in any quotation (including prices) will normally remain fixed if a Contract is made within 30 days of the date of the quotation provided that the Company has not previously withdrawn it.
   3. The Company will be under no liability for any order received until the Order Acknowledgement is delivered to the Buyer or (if earlier) the Company delivers the Goods to the Buyer at which time a Contract will be formed between the Company and the Buyer.
   4. These Conditions apply to all of the Company’s sales and a Contract may only be cancelled or varied with the Company’s written consent on terms that the Buyer will indemnify the Company against all losses incurred by it as a direct consequence of such cancellation. The Company also reserves the right to charge a cancellation fee to cover administration and handling costs incurred by it.
   5. The Company shall not be obliged to accept returns of the Goods unless agreed in writing on terms that the Buyer shall pay a handling and administration fee of not less than 15% of the total Contract price for each return. All returns shall be made at the Buyer’s cost.
   6. Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed by the Company in writing is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
   7. The Company supplies the Goods to business customers only and the Buyer acknowledges and warrants that it is not “dealing as a consumer” within the meaning of the Unfair Contract Terms Act 1977.

3. Buyer’s obligations

   1. The Buyer shall, at its own expense and within a reasonable time to enable the Company to perform the Contract in accordance with its terms, provide such specifications, information or other items whatsoever, including, but not limited to, designs, site conditions and instructions as are required by the Company to enable it to manufacture the Goods.
   2. The Buyer must ensure that the terms of its order and any applicable specifications, information or other items provided by it are complete and accurate. The Company shall not be obliged to verify whether any such orders, specifications, information or other items are correct or accurate.
   3. The Buyer shall indemnify the Company against all loss, damages, costs and expenses awarded against, or incurred by it in connection with the settlement of any claim of infringement of any patent, copyright, registered design, design right, trade mark or other industrial or intellectual property right of any other person which results from the Company’s use of the Buyer’s specification.

4. Prices

   1. The price for the Goods shall be the price set out in the quotation, or if no price is specified in the quotation the price shall be the price ruling at the date of despatch. All Goods are sold ex-works and unpacked unless otherwise agreed in writing. The prices for the Goods do not include:-
      1. sales taxes or valued added tax;
      2. insurance;
      3. packing; or
      4. the cost of loading, unloading, carriage and installation;
      5. all of which amounts the Buyer will pay in addition when it is due to pay for the Goods.
   2. The Company reserves the right to:
      1. substitute its quoted price for the price ruling at the date of despatch; and
      2. impose a minimum charge (determined by the Company from time to time) for small orders.
   3. The Company shall have the right at any time to revise prices to take account of an increase in costs including (without limitation) costs of labour, materials, carriage or overheads.

5. Payment

   1. Payment shall be made in pounds sterling within 30 days of the date of the Company’s invoice.
   2. Time for payment shall be of the essence and failure by the Buyer to pay in accordance with the provisions of this Condition shall entitle the Company, without prejudice to its rights to damages, to suspend any outstanding deliveries or to cancel the Contract.
   3. In addition to the Company’s rights under Condition 5.2, if the Buyer fails to pay any amount payable by it in accordance with the provisions of this Condition, the Company shall be entitled, but not obliged, to charge the Buyer interest on the overdue amount, payable by the Buyer forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 3% per annum above the base rate of Barclays Bank Plc. Such interest shall accrue on a daily basis and be compounded monthly. The Company also reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
   4. The Company also reserves the right to claim compensation under the Late Payment of Commercial Debts Regulations 2002.

6. Delivery and passing of risk

   1. Unless otherwise agreed in writing, delivery of the Goods shall take place at the Company’s place of business.
   2. The Buyer will take delivery of the Goods within 14 days of the Company giving it notice that the Goods are ready for delivery.
   3. Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.
   4. Subject to the other provisions of these Conditions, the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
   5. If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:-
      1. the risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company’s negligence);
      2. the Goods will be deemed to have been delivered; and
      3. the Company may store the Goods until delivery in which case the Buyer will be liable for all related costs and expenses (including without limitation, storage and insurance).
   6. The Company shall not be liable for any non-delivery of Goods or delivery of incorrect Goods (even if caused by the Company’s negligence) unless written notice is given to the Company within 10 days of:-
      1. the date of the invoice relating to such Goods; or
      2. the date when the Goods would in the ordinary course of events have been received whichever shall be the earlier. Time shall be of the essence in respect of notification of all claims.
   7. Any liability of the Company for non-delivery of the Goods or delivery of incorrect 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.

7. Risk and title

   1. The Goods are at the risk of the Buyer from the time of delivery.
   2. Ownership of the Goods shall not pass to the Buyer until the Company has received all sums due to it in respect of:-
      1. the Goods; and
      2. all other sums which are or which become due to the Company from the Buyer.
   3. Until ownership of the Goods has passed to the Buyer, the Buyer must:-
      1. hold the Goods on a fiduciary basis as the Company’s bailee;
      2. store the Goods separately from all other goods of the Buyer and identified as the Company’s property;
      3. maintain the Goods in a satisfactory condition insured on the Company’s behalf for their full price against all risks.
   4. The Buyer may resell the Goods before ownership has passed to it provided that the sale shall be effected in the ordinary course of the Buyer’s business at full market value and the Buyer shall hold such part of the proceeds of sale as represent the amount owed by the Buyer to the Company on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
   5. The Buyer’s right to possession of the Goods shall terminate immediately if:-
      1. 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 Act 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 over its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
      2. the Buyers suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay his/its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
      3. the Buyer encumbers or in any way charges any of the Goods.
   6. The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.

8. Force Majeure

   1. The Company shall be under no liability for any delay or failure to perform the Contract in the event that the manufacture, supply or delivery of the Goods is prevented or delayed by an event of Force Majeure.
   2. The Company shall notify the Buyer of any circumstance arising under Condition 8.1 and if such circumstance prevails for more than 3 months then either party shall have the option by giving notice in writing to the other to bring the Contract to an end.

9. Specifications

   Published specifications, drawings, descriptions, photographs, measurements or capacities are approximate only and shall not form part of the Contract. The Company’s policy is one of continuous improvement and accordingly, the Company reserves the right to make any changes to the specification of the Goods which do not affect their quality or performance.

10. Warranty

    1. The Company warrants that Goods which are manufactured by the Company shall for a period of 12 months from the date of delivery:-
       1. be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
       2. be reasonably fit for any particular purpose for which the Goods are being bought provided that the Buyer had made known that purpose to the Company in writing prior to the Contract being entered into and the Company had confirmed in writing that it would be reasonable for the Buyer to rely on the skill and judgement of the Company;
          PROVIDED THAT written notification of any defect is given promptly to the Company after its discovery and in any event not later than the end of such 12 month period. Time shall be of the essence in respect of notification of all claims.
    2. In respect of Goods not manufactured by the Company, the Company makes no representation and gives no warranty in respect of the sources or origin of manufacture or production of the Goods or any part thereof.
    3. The Company shall not be liable for a breach of any of the warranties in this Condition 10 if:-
       1. the Buyer makes any further use of such Goods after giving notice of such defects; or
       2. the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning or use of the Goods, or, if there are none, good trade practices; or
       3. the Buyer alters or repairs such Goods without the written consent of the Company.
    4. The Company’s sole obligation under this Condition 10 shall be at its option to repair or replace the Goods or any part thereof or refund the price of such Goods at the pro rata Contract rate. The Company’s liability under this Condition 10 shall be in lieu of any warranty or condition express or implied, whether by statute or otherwise, including, but without limitation, any implied warranties as to satisfactory quality or fitness for purpose.

11. Limitation of liability

    1.  Subject to Condition 10, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Buyer in respect of any breach of these Conditions and any representation, statement or tortious act or omission, including negligence arising under or in connection with the Contract.
    2. All warranties, conditions and other terms implied by statute or common law (save for conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
    3. Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraud or fraudulent misrepresentation.
       The buyer’s attention is in particular drawn to the provisions of this condition
    4. Subject to Conditions 11.2 and 11.3:-
       1. the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the Contract price; and
       2. the Company 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 (as of costs) which arise out of or in connection with the Contract.

12. Intellectual property

    The sale of the Goods and the publication of data does not imply freedom from patent or other protective rights from third party patent and the sale is subject to such rights as may exist.

13. Confidentiality

    Any information which the Company discloses relating to the Goods, which is not in the public domain at the time of disclosure, shall be confidential and shall not be disclosed to any third party or used by the Buyer to enable the Buyer to manufacture the Goods or use the same as a springboard to develop the Buyer’s own products.

14. Governing law

    The interpretation and application of every Contract shall be in accordance with English Law and both parties hereby agree to submit to the exclusive jurisdiction of the English Courts.

15. Third parties

    The parties to this Contract do not intend that any provisions 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.