In these conditions, references to the “Company” are to DESIGN SPECIFICS LIMITED and the “Buyer” are to the person, firm or company with whom the Company enters into any contract, whether directly or indirectly. Words in the singular shall include the plural and vice versa. References to any gender shall include the others and references to legal persons.

  1. Validity
    1. No order shall be binding on the Company until accepted by the Company in writing and shall be valid for a period of 45 days unless otherwise stated.
    2. All quotations are given and all these conditions which supersede any other terms appearing elsewhere and exclude and overrode any other terms or representations stipulated or incorporated or referred to by the Company, whether in the order or in any negotiations and any course of dealing established between the Company and the Buyer. These conditions shall apply to all contracts of the Company for the sale of goods and / or the supply of services. Unless expressly agreed in writing and signed by a director of the Company, these conditions shall prevail over any inconsistent terms, conditions or form of contract and in the event of a Buyer’s order containing or being subject to terms and conditions at variance with these other conditions these conditions shall prevail.
    3. No waiver of these conditions shall be valid unless agreed in writing by a director of the Company.
    4. No waiver nor any indulgence granted to the Buyer (unless given in writing) shall affect the strict rights of the Company under the conditions.
  2. Legal Construction
    Any contract between the Company and the Buyer shall be governed and constructed in accordance with English Law. The Buyer submits to the exclusive jurisdiction of the English courts but the Company may enforce any such contract in any court of competent jurisdiction.
  3. Prices
    1. Any prices issued by the Company are subject to confirmation by the Company as set out in clause 1.1 and may be varied at any time.
    2. The price together with all other costs and charges are exclusive of any Value Added Tax, duties and levies which shall be payable by the Buyer in addition to the price at the application rates.
  4. Terms of Payment
    1. As per Quotation and/or order confirmation unless otherwise agreed by the Company in writing, a deposit of 30% of the price (plus VAT) is required by the Company to accompany any order. Unless otherwise agreed, the order will not be accepted nor production commenced nor services rendered. The next 30% shall be due on commencement of manufacture. The next 30% shall be payable on or before delivery of the goods and the final 10% within 15 days of completion of installation. The Company shall notify the Buyer in writing of the dispatch date.
    2. If the balance shall not have been paid by the dispatch date as notified by the Company, the Company shall be entitled to withhold delivery and shall be entitled to charge interest on any outstanding amounts as set out in clause 4.5 and to charge a reasonable sum for storage of the goods (which shall include the cost of insurance) in addition. If the Buyer shall not have paid the outstanding balance within 30 days of the notified dispatch date the order shall be deemed cancelled and the provisions of clause 12 shall apply.
    3. The Company may, at its discretion, establish a credit account for the Buyer (subject to receipt of references or such other conditions as the Company sees fit). If such an account is established, a deposit may be required to accompany an order and in such circumstances any balance will be due 30 days after the date of the goods or performance of services.
    4. All payments shall be due in Stirling and shall be paid without any set-off, deduction or counterclaim.
    5. If any amount payable to the Company by the Buyer or any account is left outstanding beyond the due date for payment, the Company may suspend performance of its obligations under any or all contracts with the Buyer. If any outstanding amount is overdue the Company always reserves the right, strictly at its own discretion to treat any outstanding order for the Buyer as cancelled.
    6. Without prejudice to its other rights, the Company may charge interest on any overdue accounts at the rate of 5% over the base rate of HSBC Bank plc from time to time to be compounded monthly from the due date until payment is made in full after judgement.
  5. Delivery
    1. The Company shall use reasonable commercial endeavour to deliver the goods and to perform the services in accordance with the dispatch date as notified by the Company pursuant to clause 4.1 but time of delivery or performance shall not be of the essence and the Company shall not be liable for any loss or damage however suffered by the Buyer as a result of such delay.
    2. Delivery shall occur on dispatch from or collection from the Company’s premises by a carrier whether or not the carrier is the company’s agent or servant unless the Company has also contracted to install the goods in which case delivery will be deemed to occur on installation of the goods.
    3. If the Company at the request of the Buyer, stores the goods or arranges for them to be dispatched or dealt with otherwise than as stated above or if the Buyer fails to collect the goods on the date of dispatch as notified by the Company or if the Buyer postpones the date of installation the Buyer shall pay the Company a reasonable charge (which shall include the cost of insurance) for such service. The Buyer shall also pay the Company any additional transportation costs and extra handling and storage costs resulting from the Buyer’s failure to take delivery on the due date.
    4. Risk or loss or damage of any kind to the goods (but not title) shall pass to the Buyer on delivery.
    5. Goods delivered in accordance with a contract may not be returned without the Company’s express written agreement.
    6. The Company reserves the right to invoice in full any goods completed in the Company workshop but which cannot be delivered due to the Buyer not being ready to accept delivery. This will be enforced two weeks after the agreed delivery date. This two week period is to allow reasonable time for alternative arrangements to be made on site. In this event the goods will be packed and labelled as the Buyer’s property and stored at the Company premises subject to a monthly storage charge of 2% of the total sales value.
  6. Services
    The Company shall perform such services as it has agreed in writing to supply to the Buyer with reasonable skill and care.
  7. Export
    1. This condition applies where goods are supplied for export from the United Kingdom.
    2. Unless expressly stated in the Company acknowledgement of the Buyer’s order, prices are ex-works. Transportation, and the preparation of all expert documentation may be arranged by the Company and any at the Buyer’s request in which case extra charges for such services shall by payable by the Buyer.
    3. The Buyer is responsible for complying with all laws and regulations governing the import of the goods into any country and for ensuring that the goods comply with all laws, regarding and licensing requirements of any country to which they are exported. The Buyer shall indemnify the Company against the consequences of any breach of those laws, regulations and licensing requirements.
    4. 1Section 32(3) of the Sale of Goods Act 1979 shall not apply. Where goods are handed to a carrier or United Kingdom port for export the Buyer, that carrier or port shall be treated as an agent for the company for the purposes of section 44, 46 and 48 of the Sale of Goods Act 1979.
  8. Title
    1. The goods shall remain the property of the Company until all the payments owing to the Company under their sale and/or the supply of services in relation thereto and all amounts owing to the Company by the Buyer on any other account whatsoever have been paid in full. While the goods are the property of the Company, the Buyer, as bailee, on behalf of the Company shall keep them safe, insured and separate and identifiable from all other goods in its possession.
    2. If any amounts owing by the Buyer to the Company on any account are not paid by the due date, the Company shall be entitled to the immediate return of all goods which are the property of the Company and the Buyer hereby irrevocably authorises the Company to recover the goods and to enter any premises of the Buyer for that purpose.
  9. Design
    Nothing in any contract shall operate to transfer to the Buyer or licensee the use of any intellectual property rights in respect of the goods. Unless otherwise agreed in the quotation and/or order confirmation.
  10. Drawings
    All final drawings must be signed off by the Buyer prior to manufacture. Should final drawings remain unsigned prior to one week of the date stated on the drawing, then the Company shall deem these to be correct and commence with manufacture. Therefore, the Buyer will be wholly responsible for any alterations during manufacture and any differences arising at completion.
  11. Representation
    No employee of the Company, other than a director, is authorised to make any statement, warranty or representation as to the goods. The Buyer, therefore shall not be entitled to rely upon any statement made by an employee or agent other than a written statement of a director of the Company.
  12. Cancellation
    On cancellation of an order or in the event of other default by the Buyer, a cancellation charge will be made equal to 50% of the order value, but the Company has a discretion to impose lower cancellation charge in circumstances where no work or less than 50% of the work under the contract has been completed. If the production of the goods and/or supply of services is over 50% completed the charge shall be the production of the price which represents the percentage of the goods and/or services that have been completed or supplied (and in the case of the Buyer who has paid a deposit, the deposit shall be set-off against such charge) or 50% of the order value, whichever is higher.
  13. Representation
    No employee of the Company, other than a director, is authorised to make any statement, warranty or representation as to the goods. The Buyer, therefore shall not be entitled to rely upon any statement made by an employee or agent other than a written statement of a director of the Company.
  14. Liability
    1. If goods manufactured by the Company are defective in materials or workmanship at the date of dispatch or where the goods are installed by the Company at the date of their installation and the Company is notified in writing within six calendar months after such date, the Company shall at its option repair or replace such goods free of charge.
    2. The Buyer shall either return the defective goods to the Company (which shall be at the Company’s expense if the goods are found to be defective and at the expense of the Buyer otherwise) or shall make available the goods for inspection by a representative of the Company before repair or replacement can be effected by the Company or its agent.
    3. The Company shall not have any liability for non-delivery, loss of or damage to goods occurring prior to delivery or for short delivery unless claims to that effect are notified to the Company within seven days of delivery and confirmed in writing to the Company within 14 days from the date of delivery (in the case of loss or damage or short delivery) or within 14 days of the Company’s invoice or advice note (in the case of non-delivery).
    4. Subject to clause 13.7 below, the Company shall not be liable for any damages, loss of profits or goods will not for any special, indirect, economic or consequential loss against any claims by third parties in respect of non-delivery, delay or of defects in the nature of or the quality of any goods supplied by the Company or services by the Company nor shall the Company indemnify the Buyer.
    5. Nothing in these conditions shall exclude the liability of the Company for death or personal injury resulting from its insofar as the same is prohibited by United Kingdom statute.
    6. Save as expressly provided in these conditions, representations and warranties (whether express or implied) relating to the sale of goods and the supply of services are excluded to the fullest extent permitted by the law. The goods are not sold by description or sample.
    7. Subject to any other limitations of exclusions of liability in these conditions, the maximum aggregate of the Company, its employees and agents for breach of any contract and otherwise in connection with that (including for breach of any statutory duty and any tortious act or omission, including negligence shall so far as permitted by law be limited to £250,000 for claims notified to it in any period of 12 months.
  15. Force Majeure
    The Company shall not be liable for any failure or delay in the performance of its obligations where the same is due to any circumstances outside reasonable control including (without limiting) the foregoing war, strikes, lockouts, industrial action, shortage of supplies, breakdown, transport delays, accidents, government action, fire, terrorism or criminal acts.
  16. Notices
    Any notice to be served under these conditions must be in writing and delivered personally, sent by first class prepaid post or sent by facsimile transmission (or airmail where available). In the case of the Company to its registered office and in the case of the Buyer to its address in its order or notified under this condition. Notices will be treated as served when delivered (if delivered personally), three days after posting (if posted as aforesaid) and one day after transmission (if sent by facsimile transmission)
  17. Copyright Notice
    The copyright, design rights and other intellectual property rights in the Company’s brochure, price lists, terms and conditions and all other sales literature (“Sales Literature”) and goods belong to the Company. Sales Literature may not be copied or reproduced without the Company’s prior authorisation in writing. The Company may prosecute the unauthorised use of its Sales Literature.
  18. Copyright
    1. Copyright in the design of the goods will remain with the seller and no reproduction of the design or the goods is to be permitted without the seller’s specific written agreement.
    2. The seller asserts his moral right under Section 78 Copyright Designs and Patent Act 1988 to be identified as the creator of the work whenever the work or any photograph or other permitted reproduction of the work is exhibited, published or issued to the public.
    3. The seller reserves the right to use images of the design or the goods in any or all of their publicity and promotional material.