Terms & Conditions

DCS Store Conditions of Sale

1. Definitions

1.1 In these Conditions, the following expressions shall have the following meanings:

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1.1.1 "Additional Items" means the following costs incurred:

• (i) Packaging costs under Condition 7.3;

• (ii) Any taxes (including Value Added Tax), duties, or other charges levied by any governmental or other authority in respect of or due to the sale, delivery, export, or import of the Goods, excluding taxes assessed on profits or gains;

• (iii) Transportation costs under Condition 7.1 where the Customer has requested express, same-day, overnight delivery, or any other similar service, or an additional £5.25 where the price payable (exclusive of Value Added Tax) is £50 or less;

• (iv) Storage costs under Condition 7.4;

• (v) The cost of samples under Condition 3.5.

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1.1.2 "Contract" means the quotation, these Conditions of Sale, and any other document incorporated into a contract between the Seller and the Customer.

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1.1.3 "Customer" means any person, firm, or company receiving a quotation from and/or placing an order with the Seller.

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1.1.4 "Delivery Period" means 10 working days after the estimated delivery date.

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1.1.5 "Goods" means all and every item of goods or part thereof supplied by the Seller, including any work carried out by the Seller on items supplied by the Customer.

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1.1.6 "Seller" means Diverse Commercial Solutions, and references to the acknowledgement, consent, authority, or agreement of the Seller shall mean acknowledgement, consent, authority, or agreement in writing signed by a Director of the Seller.

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1.1.7 "Transgression" means any breach of contract or tort, or any other act, default, omission, or statement of the Seller, its employees, agents, or subcontractors in respect of which the Seller is liable to the Customer.

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1.1.8 "Warranty Period" means one month from the date of delivery.

  

 

2. General

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2.1 These Conditions apply to all contracts for the sale of Goods by the Seller and supersede any previous Conditions of Sale published by the Seller. No additions, modifications, or terms inconsistent with these Conditions shall be binding upon the Seller unless agreed in writing in a document referring to a modification, alteration, variation, or addition to the relevant Condition.

 

2.2 All brochures, catalogues, price lists, samples, particulars of dimensions, and other advertising or descriptive materials submitted to the Customer are intended to be approximate only and to give a general impression of the Goods. Unless expressly incorporated, such materials shall not form part of the Contract. Price lists are valid only for a limited duration, and Customers should verify the validity of any price lists before relying on them. The Seller reserves the right to make alterations to the design, specification, or source of manufacture of the Goods without prior notification, provided the Goods are of equivalent quality and perform the same function.

 

2.3 The Customer shall be responsible for complying with any legislation or regulations (of the United Kingdom or any other country) governing the export and import of the Goods into the country of destination (and any other country through which the Goods pass in transit) and for the payment of any duties thereon. The Customer shall fully indemnify the Seller against any fines, penalties, costs, claims, damages, losses, and expenses suffered by the Seller as a result of the Customer's failure to comply with this Clause.

 

3. Quotations and Orders

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3.1 No contract for the supply of Goods will be created by the acceptance of a quotation or an order until the Seller acknowledges the order or commences work on the order.

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3.2.1 The Seller may refuse to accept any order based on a quotation if the quotation is open for acceptance for an unlimited period.

 

3.2.2 Where any order is based on the standard price list of the Seller, the price shall be valid provided that delivery is to take place within 30 days from the date of order.

 

3.3 The Seller reserves the right to increase the quoted price per unit if the Customer orders fewer than the number of units upon which the quotation was based or if the Seller’s suppliers increase their prices.

 

3.4 The Seller reserves the right to increase or decrease the number of items in the Goods to be supplied by a variation not exceeding 5% and to make an appropriate increase or decrease (as the case may be) to the price.

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3.5 Any samples submitted with the quotation or at the Customer's request must be returned within 60 days of receipt. If not returned within this period, the cost of samples will be added to the Contract price or invoiced separately.

 

3.6 The Seller reserves the right to amend the specification of the Goods as necessary to comply with applicable safety regulations or statutory requirements. Additionally, where Goods are supplied in accordance with a specified specification, the Seller may implement modifications, provided such changes do not materially alter their quality or performance

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4. Price and Payment Terms

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4.1 Unless otherwise stated, any Additional Items shall be added to the price or may be invoiced separately.

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4.2 Payment in full for the Goods and any Additional Items shall be made without deduction, set-off, or counterclaim at the point of purchase. For Customers with an authorised credit account, payment shall be made in British Pounds (GBP) within 30 days of the date of the Seller’s invoice.

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4.3 The Seller reserves the right to charge interest at a rate of 8% above the Bank of England base rate on any overdue payments until repaid in full.

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4.4 The Seller reserves the right to recover from the Customer all direct expenses reasonably incurred by the Seller in the collection of any overdue sums.

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4.5.1 Without prejudice to any other rights of the Seller, if there is reason to doubt that the amounts due from the Customer will be paid in full according to the contract terms, the Seller reserves the right to require payment in full before delivering or performing any other work or services for the Customer.

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4.5.2 The Customer shall indemnify the Seller against all losses sustained or extra expenditure incurred due to such suspension of ordering, delivery, or other work, including a reasonable allowance for storage.

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4.5.3 Where payment requested under this Condition is not received within 30 days of the invoice date, the Seller reserves the right to sell or dispose of the Goods produced for the Customer and to recover any additional loss from the Customer.

 

 

 

5. Title

5.1.1 Legal ownership of the Goods shall remain vested in the Seller until full payment has been received for the Goods and any Additional Items. Furthermore, title shall not pass to the Customer until all outstanding amounts due under this Contract and any other agreements between the Seller and the Customer have been settled in full.

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5.1.2 If the Customer obtains possession of the Goods prior to such payment, the Customer shall hold the Goods in a separate and identifiable form as bailee and fiduciary agent for the Seller.

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5.1.3 Failure to pay the full amount when due shall give the Seller, or its employees or agents, the right to repossess the Goods (and enter the Customer’s premises for that purpose if necessary) with or without notice and without liability and, at its option, to avail itself of any other legal remedy.

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5.1.4 The Seller shall have the right to sell the Goods once they have been repossessed under this Condition.

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5.2 Notwithstanding Condition 5.1, the Seller shall be entitled to maintain an action for the price of the Goods and Additional Items at any time after the date when payment is due.

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5.3 The Customer may contract to sell the Goods to a third party in return for valuable consideration, provided always that the Customer shall account in a fiduciary capacity to the Seller for the proceeds of sale (to the extent of the Customer’s indebtedness to the Seller), keeping the same separate and identifiable from its other monies. The Customer’s rights under this Condition 5.3 shall cease if an event specified in Clause 9.1.1 occurs to the Customer.

 

5.4 If, prior to payment in full, the Goods become commingled with similar goods belonging to the Customer and/or any third party, the Customer shall hold the Seller’s proportion of the commingled Goods or their proceeds of sale on trust for the Seller. The Seller shall be treated as a tenant-in-common of the commingled goods, and the Customer shall hold as trustee for the Seller’s proportion and (if the commingled goods have been sold) pay to the Seller its due proportion of the proceeds of sale.

 

5.5 Where the Goods are attached to either buildings or plant machinery of the Customer, the Customer agrees that it is not its intention that the Goods thereby become fixtures and fittings or part of the plant or machinery. The Goods shall remain as chattels and be severable from the buildings, plant, or machinery.

 

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6. Performance and Force Majeure

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6.1 The Seller shall use reasonable endeavours to perform its obligations and deliver the Goods within any agreed timescales. However, all delivery or performance dates are estimates only and shall not be binding. Time shall not be of the essence unless expressly stated in writing by the Seller. The Seller shall not be liable to the Customer for any direct, indirect, or consequential loss, damage, costs, or expenses resulting from any delay in performance or delivery, howsoever caused. For the avoidance of doubt, any such delay shall not constitute a breach of contract nor entitle the Customer to terminate or rescind the Contract.

 

6.2 Without limiting the effect of Condition 6.1, the Seller shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by any event beyond its reasonable control, including but not limited to: strikes, lockouts or other industrial disputes (whether involving the Seller’s workforce or any other party), acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation, accident, breakdown of plant or machinery, unavailability or delay of suppliers, shortage of raw materials, fuel or utilities, epidemic, pandemic, or any other cause outside the Seller’s reasonable control. In such circumstances, the Seller shall be entitled to a reasonable extension of time for performance. If such circumstances prevent delivery within the Delivery Period, either party may cancel the undelivered portion of the order by providing not less than five (5) business days' prior written notice, without incurring any liability for such cancellation.

 

6.3 The Seller reserves the right to deliver the Goods in instalments. Each instalment shall constitute a separate contract and shall be invoiced separately. Failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions, or any claim by the Customer in respect of any one or more instalments, shall not entitle the Customer to treat the Contract as a whole as repudiated.

 

6.4 The Seller reserves the right to supply Goods that differ from those ordered by the Customer, provided such substitute Goods are of equal or superior quality and functionality. The Customer shall not be entitled to reject such Goods or claim for any loss or damage arising from such substitution.

 

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7. Risk, Carriage, Packaging and Storage

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7.1 Where the Customer provides no specific written instructions regarding the method of delivery or delivery address, the Seller reserves the right, at its sole discretion, to determine the means of carriage and to deliver the Goods to the Customer’s last known business address. Specific delivery instructions must be provided at the time of order. The Seller reserves the right to charge additional delivery fees where such specific instructions are given.

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7.2 In cases where the Seller arranges delivery directly or contracts with a third-party carrier, the Seller shall, at its sole discretion, either repair the Goods or issue a credit note for Goods lost or damaged in transit (other than as a result of the Customer’s default), provided that:

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7.2.1 The Customer clearly states the nature of any damage or loss on the Carrier’s Consignment Note at the time of delivery; and

 

7.2.2 In the case of total non-arrival of the Goods, the Customer provides written notification to the Seller within seven (7) days of the date of dispatch (as indicated on the invoice) and separately notifies the Carrier within the time limits specified by the Carrier’s conditions of carriage; and

 

7.2.3 In the case of partial loss or damage, the Customer notifies the Seller in writing within five (5) days of delivery (as stated on the invoice) and separately notifies the Carrier within the timeframe required by the Carrier’s terms. The Seller shall, upon request, provide the name and address of the Carrier and details of applicable claim time limits.

 

7.3 Where Goods are dispatched in crates, cases, pallets, stillages, or skids, the Seller reserves the right to charge the Customer for such packaging. A full credit will be issued to the Customer if the packaging is returned in good condition, at the Customer’s expense, within one (1) month of delivery.

 

7.4 If the Customer fails to accept or arrange delivery once the Goods are ready, the Seller shall be entitled to invoice and receive payment as though delivery had occurred. In such cases, the Seller may arrange storage of the Goods at the Customer’s risk and expense, and all related storage costs shall be added to the Contract price.

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7.5 Where delivery is to be made by instalments, each instalment shall constitute a separate and independent contract. Failure by the Seller to deliver any instalment, or any claim made by the Customer in respect of one or more instalments, shall not entitle the Customer to treat the entire Contract as repudiated.

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8. Warranties, Liability and Indemnities

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8.1 These clauses set out the Customer’s rights in respect of any loss or damage arising from the Goods or from any statements made by the Seller, its employees, or agents. Customers are advised to read these provisions carefully. The Seller’s pricing reflects the fact that it does not carry full indemnity insurance, which would otherwise make the Goods commercially unviable. Accordingly, the Customer is strongly advised to obtain adequate insurance cover against any potential loss or damage it may suffer. The Seller does not include any reserve or allowance in its pricing for potential liability.

 

8.2 The Seller agrees to repair, replace, or issue a credit note for Goods found to be defective (excluding fair wear and tear), provided they are returned within the applicable Warranty Period and the following conditions are met:

 

8.2.1 The Customer notifies the Seller of the defect immediately upon discovery;

 

8.2.2 The Goods have been used only in accordance with normal operating conditions and subjected to normal use;

 

8.2.3 The Goods are returned to the Seller’s premises at the Customer’s sole expense;

 

8.2.4 Any Goods or parts replaced shall become the property of the Seller;

 

8.2.5 No alterations, repairs, or modifications (beyond routine maintenance) have been made to the Goods without the prior written consent of the Seller;

 

8.2.6 The defect did not arise from any design, specification, or instruction provided or approved by the Customer;

 

8.2.7 The defect did not result from any modification made by the Customer.

 

8.3 The Seller accepts liability only:

 

8.3.1 For death or personal injury caused by the negligence of the Seller, its employees (acting in the course of their employment), or its agents (acting in the course of their agency);

 

8.3.2 For any breach of statutory undertakings regarding title, quiet possession, and freedom from encumbrances.

 

8.4 Subject to Clauses 8.2 and 8.3, from the time of delivery, the Customer assumes full responsibility for the Goods. The Seller shall have no liability for any defects, losses, damage, nuisance, or interference, whether direct, indirect, consequential, or economic in nature, including any wastage of materials or loss of profits. All such liability is expressly excluded.

 

8.5 The Seller makes no warranty, express or implied (by statute or otherwise), regarding the quality, fitness for a particular purpose, suitability, or expected performance of the Goods. This exclusion applies even where such use or performance was made known or should reasonably have been known to the Seller or its representatives.

 

8.6
8.6.1 To the extent the Seller is found legally liable for any single Transgression, the Seller’s total liability shall be limited to the lower of (a) the value of the specific order to which the defective Goods relate, or (b) ten thousand pounds (£10,000). Multiple Transgressions, whether concurrent or successive, which together result in substantially the same loss or damage, shall be treated as a single Transgression.

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8.6.2 The limitation set out in Clause 8.6.1 shall not apply to liabilities accepted under Clause 8.3.

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8.7 If any exclusion, limitation, or other provision of this Contract is deemed invalid by a court or applicable law, it shall be deemed omitted to the extent of such invalidity. However, any resulting liability shall still be subject to the remaining exclusions and limitations under this Clause 8.

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8.8 The Customer shall fully indemnify and hold harmless the Seller against all losses, damages, costs, actions, claims, demands, fees, and other expenses (including legal fees) incurred by the Seller in connection with any claim made under the Consumer Protection Act 1987 (or equivalent legislation), except where such claim arises solely from an act or omission of the Seller.

 

 

9. Termination

9.1
The Seller shall have the right, at its sole discretion and without prejudice to any other rights or remedies available to it, to terminate immediately all or any part of its contractual relationship with the Customer by giving written notice, and to recover from the Customer all losses, costs, damages, and expenses incurred by the Seller (including, but not limited to, loss of profit, storage costs, legal fees, and consequential losses) in the event that:

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9.1.1 Any of the following insolvency-related events occurs in relation to the Customer:

• (a) A bankruptcy petition is presented against the Customer, or a bankruptcy order is made;

• (b) The Customer makes or seeks to make any composition or arrangement with its creditors;

• (c) The Customer proposes a voluntary arrangement or applies for an interim order under Section 286 of the Insolvency Act 1986;

• (d) An encumbrancer takes possession of, or a legal process is enforced against, any of the Customer’s assets;

• (e) A petition is presented, an order is made, or a resolution is passed for the winding-up or liquidation of the Customer;

• (f) An administration order is made or applied for in relation to the Customer;

• (g) The Customer’s directors propose a voluntary arrangement with creditors;

• (h) The Customer is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;

• (i) A receiver, administrative receiver, or similar officer is appointed over any of the Customer’s assets.

 

9.1.2 The Customer fails to make any payment due to the Seller by the due date.

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9.1.3 The Customer fails to make an advance payment requested by the Seller in accordance with Condition 4.5 within seven (7) days of the request.

 

9.1.4 The Customer fails to take delivery of or collect the Goods within fourteen (14) days of being notified by the Seller that the Goods are ready.

 

9.1.5 The Customer breaches any of the terms or conditions of the Contract (including these Conditions), and fails to remedy such breach within twenty-one (21) days of written notice requiring it to do so, where the breach is capable of remedy.

 

10. Notices

 

10.1 Any notice, consent, notification, acknowledgement, authority, or agreement required or referred to in the Contract shall:

 

10.1.1 Be in writing;

 

10.1.2 Be addressed to the intended recipient at its registered office or last known business address; and

 

10.1.3 Be delivered by registered or recorded delivery post, or by email or fax (with transmission confirmation). Notices shall be deemed received: five (5) days after posting (for mail) or one (1) day after transmission (for email or fax), unless proven otherwise.

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11. Jurisdiction

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11.1 The Contract and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The parties agree to submit to the exclusive jurisdiction of the English courts.