These Terms and Conditions of Sale ("Conditions"), as amended from time to time, set out the terms and conditions on which DCS Group (UK) Limited, with its registered office at Ocean House, Noral Way, Banbury, Oxfordshire, OX16 2AA, United Kingdom ("DCS"), will supply products to its customers.  These Terms need to be read in conjunction with DCS’s written quotation and/or pricing and, where applicable, Confirmation Statement or Statement of Work (each as defined below), and together they will constitute the contract between DCS and the Buyer for the products ordered by the Customer (the "Contract"). For the purposes of the Contract, the term "Buyer" shall refer to the person or persons or company or companies identified in the Order (as defined below).

1 DEFINITIONS AND INTERPRETATION

1.1           The following definitions and rules of interpretation in apply in these Conditions:

“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

“Contract Period” means the duration of the Contract specified in the Statement of Work.

“Confirmation Statement” means the statement issued by DCS to the Buyer confirming acceptance of an order for Distributed Goods (if any).

“Delivery Location” has the meaning given in condition 8.1.

“Distributed Goods” means Goods sourced from third parties by DCS and sold to the Buyer as a distributor.

“Force Majeure Event” means an event, circumstance or cause beyond a party’s reasonable control including, without limitation, acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party), interruption or failure of utility service; and shortage of materials and breakdown of machinery.

“Goods” means the goods (including any instalment of the Goods or any parts for them) which DCS is to supply pursuant to or in connection with an Order and the Contract.

“Manufactured Goods” means Goods manufactured by DCS.

“Nominated Receiving Agent” means the person authorised by the Buyer to receive delivery of the Goods from DCS.

“Order” means an order for the Goods submitted by the Buyer.

“Statement of Work” means the statement of work for Manufactured Goods issued by DCS to the Buyer (if any).

1.2           In these Conditions, unless the context otherwise requires:

1.2.1      words in the singular include the plural and vice versa;

1.2.2      a reference to a “person” includes any individual (and their personal representatives), firm, body corporate, association, partnership, government or state (whether or not having a separate legal personality);

1.2.3      a reference to any condition is to that condition as amended;

1.2.4      any words following the terms “including”, “include” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and

1.2.5      a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

2               ACCEPTANCE AND AMENDMENT

2.1           These Conditions, the Confirmation Statement (if any) and the Statement of Work (if any) shall apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing. The Buyer acknowledges that all tenders, offers, quotations, Orders, acceptances and deliveries relating to the sale and supply of the Goods by DCS shall be subject to these Conditions, the Confirmation Statement and the Statement of Work, unless DCS otherwise agrees in writing.

2.2           No other conditions or modifications of these Conditions shall be binding on DCS unless DCS agrees in writing and DCS shall not be deemed to accept such other conditions nor to waive any of these Conditions by failing to object to provisions contained in any Order or other communications from the Buyer.

2.3           This Contract shall commence on the commencement date specified in the Statement of Work and shall continue for the Contract Period, unless terminated earlier in accordance with condition 14. If a Contract Period is not specified in the Statement of Work or a Statement of Work has not been issued by DCS, the Contract will come into existence on the date DCS issues a written acknowledgment to the Buyer accepting the Buyer’s Order and/or the Confirmation Statement.

2.4           If there is any conflict or ambiguity between a Statement of Work or Confirmation Statement and these Conditions, the provisions of the Statement of Work or Confirmation Statement shall prevail.

2.5           The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions, the Confirmation Statement (if any) and the Statement of Work (if any). The Buyer is responsible for ensuring that the terms of the Order are complete and accurate.

2.6           The Order shall only be deemed to be accepted when DCS issues a written acceptance of the Order to the Buyer.

2.7           Any Order issued to DCS, or any acceptance of a tender by DCS, shall be deemed as conclusive proof that the Buyer has accepted these Conditions, the Confirmation Statement (if any) and the terms of the Statement of Work (if any). The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions, the Confirmation Statement (if any) and/or the Statement of Work (if any).

2.8           No representative, agent or salesman who is not a director of DCS has any authority to amend or waive any of these Conditions, the Confirmation Statement, the Statement of Work or other provisions of the Contract.

3               DESCRIPTION

3.1           Any samples, drawings, descriptive matter or advertising produced by DCS and any descriptions or illustrations contained in DCS’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

3.2           Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acknowledgement of Order, invoice or other document of information issued by DCS shall be subject to correction without any liability on the part of DCS.

3.3           DCS reserves the right to amend the specification of the Goods or to the component parts, materials, ingredients, assembly, design and manufacturing procedure used in the production of the Products:

3.3.1      if required by any applicable statutory or regulatory requirements;

3.3.2       in relation to Distributed Goods, where such changes are made by the manufacturer of the Goods; or,

3.3.3      in relation to Manufactured Goods, at DCS’s discretion provided that the changes do not adversely affect the quality of the Products.

3.4          The Buyer may request a change to the specification of the Goods. Where such change is agreed by DCS and, in relation to Distributed Goods, the manufacturer of such Distributed Goods, the Buyer shall, unless otherwise agreed in writing by DCS, be liable for any costs incurred by in disposing of Goods that are redundant due to a product change requested by the Buyer.

 

 

4               CANCELLATION

4.1           No cancellation of accepted Orders will be permitted other than by express agreement in writing by DCS.  No amendments to orders are permitted 24 hours after receipt of the order by DCS.

4.2           If DCS permits the Buyer to cancel an Order, the Buyer shall pay to DCS all costs incurred by DCS in fulfilling the Order up until the date of receipt of the cancellation of such Order.

5               PRICES

5.1           Subject to condition 5.4, the price of the Goods for the Contract Period shall be the prices set out in the Statement of Work. If the price of the Goods is not set out in the Statement of Work or a Statement of Work has not been issued by DCS, the price of the Goods shall be DCS’s quoted price or, subject to condition 5.2, where no price has been quoted (or a quoted price is no longer valid) the price listed in DCS’s published price list current at the date of acceptance of the Order.

5.2           If the prices of the Goods are not set out in the Statement of Work or a Statement of Work is not issued by DCS and the Goods are supplied for export from the United Kingdom, DCS’s published export price list shall apply.

5.3           Subject to condition 5.4, all prices quoted by DCS for Manufactured Goods are valid for 30 days only, after which time they may be altered by DCS without giving notice to the Buyer. All prices quoted by DCS for Distributed Goods may be subject to change at any time prior to DCS’s acceptance of an Order. A quotation given by DCS shall not constitute an offer.  Any pricing contingent on delivery within a promotional period shall revert to standard pricing if the customer delays delivery.

5.4           DCS reserves the right to review and amend prices on a quarterly basis to cover any change in its costs (including without limitation costs of material, labour, transport and services, and fluctuations in currency exchange rates and any tax, fee or charge imposed by any government or other authority). DCS shall give the Buyer not less than one week’s prior notice in writing of any price changes.

5.5           In relation to Manufactured Goods, project development will be charged at the rates set out in the Statement of Work or, if project development is not referred to in the Statement of Work or a Statement of Work has not been issued by DCS, at the rates set out in DCS’s rate card as applicable from time to time.  Unless otherwise agreed in writing by DCS, project development costs will be payable regardless of whether the Buyer cancels, terminates or abandons a project.

5.6           Unless stated otherwise in a Statement of Work, any quotation, or in any price list of DCS, and unless otherwise agreed in writing between the Buyer and DCS, all prices are given by DCS on an DDP (Incoterms 2024) basis, subject to the Buyer having a zero banding under the Commonwealth Handling Equipment Pool (“CHEP”) system.  DCS reserves the right to invoice for, and the Buyer agrees to pay, any costs incurred by DCS as a result of the Buyer’s CHEP banding being one or higher, or any other exceptional costs DCS incurs in delivering the Goods to the Buyer.

5.7           All prices quoted by DCS are exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to DCS. The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to DCS.

6               PAYMENT TERMS

6.1           DCS shall invoice the Buyer for the price of the Goods at the times set out in the Statement of Work. If the Statement of Work does not specify the times at which DCS will issue its invoices for the price of the Goods or a Statement of Work has not been issued by DCS, unless otherwise agreed in writing by DCS, DCS shall issue its invoices for the price of the Goods prior to despatch of those Goods.

6.2           The Buyer shall pay invoices in full in cleared funds within the payment period specified in the Statement of Work. If the payment period is not specified in the Statement of Work or a Statement of Work has not been issued by DCS, payment terms will be agreed by DCS’s Finance Director once credit checks have been completed. The Buyer will receive an account agreement form setting out the applicable payment terms which must be signed by the Buyer. Time for payment shall be of the essence.

6.3           The Buyer shall pay all amounts due under the Contract in full without set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law) including in respect of promotional claims unless it has obtained the prior written consent of DCS to make such deductions or withholdings. DCS may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by DCS to the Buyer.

6.4           If the Buyer disputes any invoice, the Buyer shall promptly notify DCS in writing and by no later than 7 Business Days from the date of such invoice. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. Where only part of an invoice is disputed, DCS shall be entitled to issue a revised invoice in respect of the undisputed amount which, for the avoidance of doubt, shall be dated as at the date of the original invoice and shall be paid on the original due date in accordance with condition 6.2.

6.5           If any payment is overdue, DCS shall (without prejudice to any right to damages or other remedy it may have), be entitled to suspend the provision of the Goods until payment is made and/or to cancel the Order in relation to the whole or part of the Goods remaining undespatched at the time of such cancellation.

6.6           If the Buyer makes any unauthorised deductions or withholdings in contravention of condition 6.3, DCS shall (without prejudice to any right to damages or other remedy), be entitled to suspend the provision of the Goods and/or to cancel the Order in relation to the whole or part of the Goods remaining undespatched at the time of such cancellation until the Buyer pays such sums which have been deducted or withheld in contravention of condition 6.3 to DCS.

6.7           DCS reserves the right to charge interest at an annual rate of 4% above the base rate of the Bank of England from time to time on all overdue monies. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount. DCS shall be entitled to recover all legal and other costs and expenses incurred to recover sums owed in connection with this clause 6.7.

6.8           Any rebates and/or discounts agreed with the Buyer shall only apply where the Buyer has complied with the provisions of condition 6.2 and has paid all sums due to the Seller under the Contract on the due date for payment.

7               MINIMUM ORDER QUANTITY

7.1           If specified in the Statement of Work or otherwise notified to the Buyer by DCS, the Buyer shall ensure that each Order it submits to DCS is for the minimum order quantity of Goods specified in the Statement of Work or notified to the Buyer (as applicable). DCS shall not be obliged to accept an Order from the Buyer which is not for the minimum order quantity of Goods specified in the Statement of Work or notified to the Buyer (as applicable).

8               DESPATCH & DELIVERY

8.1           Where DCS delivering the Goods to the Buyer, DCS shall deliver the Goods to the Buyer to the delivery location(s) set out in the Statement of Work or, where a Statement of Work has not been issued by DCS, to the delivery location set out in the Order or to such other delivery location as the parties may agree in writing (the “Delivery Location”).

8.2           If the Buyer is collecting the Goods,  DCS shall make the Goods available for collection at DCS’s premises details of which shall be notified to the Buyer.

8.3           Where it is agreed between the parties that the Buyer will provide DCS with forecasts, the Buyer shall compensate DCS for any storage costs incurred as a result of the Buyer amending the forecast or not placing orders in accordance with the forecast.

8.4           If the Buyer fails to take delivery of the Goods or fails to collect them (as applicable) within five Business Days of DCS notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or DCS’s failure to comply with its obligations under the Contract in respect of the Goods:

8.4.1      delivery of the Goods shall be deemed to have been completed at 9:00am on the fifth Business Day after the day on which DCS notified the Buyer that the Goods were ready; and

8.4.2      DCS shall store the Goods until actual delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).

8.5           Any time or date quoted by DCS for the collection, despatch or delivery of the Goods (as applicable), including any times or dates specified in the Confirmation Statement or Statement of Work, is approximate only and time of delivery is not of the essence. DCS will not be liable for a failure to make the Goods available for collection or a failure to despatch or deliver the Goods (as applicable) within the quoted time nor shall any such failure entitle the Buyer to rescind or repudiate the Contract or any other contract between DCS and the Buyer if such failure or delay is caused by a Force Majeure Event or the Buyer’s failure to provide DCS with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

8.6           If DCS fails to despatch or deliver Goods or have Goods ready for collection (as applicable) within 2weeks  of the quoted date, the Buyer’s sole and exclusive remedy will be to cancel the order for the Goods.

8.7           DCS reserves the right to make despatches or deliveries by instalments which may be invoiced separately.

8.8           The period in which delivery or despatch is made and the quantity of Goods despatched or delivered in each instalment shall be at DCS’s discretion. Any defect or delay in delivery of an instalment shall not entitle the Buyer to cancel any other instalment due to be delivered.

8.9           The parties agree that if, in relation to Manufactured Goods, DCS delivers up to and including 10% more or less than the quantity of Goods ordered, the Buyer shall not be entitled to reject the order, but a pro rata adjustment shall be made to the relevant invoice.

8.10        Notwithstanding the terms of the Statement of Work or any express agreement as to the date of delivery or collection (as applicable), DCS shall be entitled to postpone or cancel despatch or delivery or collection in whole or part when DCS is delayed in or prevented from obtaining, despatching, delivering or arranging collection of the Goods by a Force Majeure Event.

8.11        Stock once delivered is non-returnable. Uplifts are strictly not permitted, except where there has been a verifiable error in fulfilment, damage in transit, or other exceptional circumstances attributable to DCS Group (UK) Ltd. Such issues must be reported in writing to DCS within 24 hours of delivery. After this period, the goods shall be deemed to have been accepted by the customer in full and without issue.

Where an uplift is exceptionally authorised by DCS:

8.11.1      Returned goods must be in original, unopened packaging and in resaleable condition. 

8.11.2    The customer is responsible for all transport, handling, and logistical costs associated with the return unless otherwise agreed in writing. 

8.11.3    DCS will not accept returns of perishable goods, bespoke items, or promotional/seasonal stock under any circumstances.

Approval of any return is at DCS’s sole and absolute discretion, and DCS reserves the right to determine what constitutes an exceptional circumstance.

9               BUYER’S OBLIGATIONS AND CLAIMS ON DELIVERY

9.1           The Buyer or Nominated Receiving Agent will:

9.1.1      examine the Goods carefully on receipt;

9.1.2      notify DCS (and any carrier for DCS (if required)) in writing within 48 hours of the date of receipt of the Goods:

9.1.2.1 of any error in quantity or weight or description of Goods;

9.1.2.2  if the Goods have been mixed with other goods which do not form part of the Order; or

9.1.2.3  of any damage to the Goods revealed or apparent on a visual examination of the Goods and not caused since delivery was made by or the Goods were collected from DCS (as applicable).

9.2           Failure to make a notification in accordance with condition 9.1.2 shall constitute a waiver by the Buyer of all claims based on or relating to facts which such examination should have revealed.

9.3           DCS will not be obliged to accept the return of, and/or shall not be obliged to provide a refund in respect of, any Goods which the Buyer has incorrectly ordered pursuant to this Contract.

10            RISK

10.1        The risk of loss or damage to the Goods shall pass to the Buyer when the Goods are made available at DCS’s premises for collection by or on behalf of the Buyer or where DCS is delivering the Goods, on the arrival of the Goods at the Delivery Location.

11            TITLE TO GOODS

11.1        Notwithstanding receipt of the Goods by the Buyer and the passing of risk in the Goods to the Buyer, or any other provision of these Conditions, full legal and beneficial ownership of the Goods shall not pass to the Buyer until DCS has received in cash or cleared funds in full of the price of the Goods.

11.2        Until such time as full legal and beneficial ownership of the Goods passes to the Buyer, the Buyer shall hold the Goods as DCS’s fiduciary’s agent and bailee and shall keep the goods separate from those of the Buyer and third parties and properly stored, protected, insured and identified as DCS’s property. Notwithstanding the foregoing, the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business. Where the Buyer resells the Goods, it shall hold the proceeds of sale on trust for DCS until full legal and beneficial ownership of the Goods has passed to the Buyer in accordance with clause 11.1.

11.3        Until such time as full and beneficial ownership of the Goods passes to the Buyer, (and provided the Goods have not been resold by the Buyer) DCS shall be entitled at any time to require the Buyer to deliver the Goods to DCS and, if the Buyer fails to do so, forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

11.4        Even if full legal and beneficial ownership of the Goods has not passed to the Buyer, DCS shall be entitled to sue for the price of those Goods once payment has become overdue.

12            WARRANTIES AND LIABILITY

12.1        In relation to Manufactured Goods, DCS warrants that on the delivery or collection date (as applicable) the Goods supplied by it conform in all material respects with their specification and are free from material defects caused by reason of faulty materials or workmanship. In relation to Distributed Goods, DCS shall pass through any warranties it receives from its third party suppliers in relation to such Distributed Goods purchased by the Buyer. All other warranties and conditions whether express or implied by statue, common law, European law or trade custom (in any case whether arising in contract, tort or otherwise) are hereby excluded so far as the law permits.

12.2        The Buyer or Nominated Receiving Agent must examine the Goods carefully on receipt and, subject to condition 12.3, if:

12.2.1 the Buyer or Nominated Receiving Agent gives notice in writing to DCS within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in condition 12.1;

12.2.2 DCS is given a reasonable opportunity of examining such Goods; and

12.2.3 the Buyer or Nominated Receiving Agent (if asked to do so by DCS) returns such Goods to DCS’s premises at the Buyer’s cost,

DCS shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

12.3        DCS shall not be liable for the Goods' failure to comply with the warranty set out in condition 12.1 in any of the following events:

12.3.1   the Buyer or its Nominated Receiving Agent makes any further use of such Goods after discovering that the Goods do not comply with the warranty set out in condition 12.1;

12.3.2   the defect arises because the Buyer or its Nominated Receiving Agent failed to follow DCS’s oral or written instructions as to the storage and use of the Goods and/or good trade practice regarding the same;

12.3.3   the Buyer or its Nominated Receiving Agent alters such Goods without the written consent of DCS;

12.3.4   the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

12.3.5   the Goods differ from their specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

12.4        Except as provided in this condition 12, and subject to condition 13.1, DCS shall have no liability to the Buyer in respect of the Goods.

12.5        These Conditions shall apply to any repaired or replacement Goods supplied by DCS.

13            LIMITATION OF LIABILITY

13.1        NOTHING IN THESE CONDITIONS SHALL LIMIT OR EXCLUDE DCS’S LIABILITY FOR:

13.1.1   DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS (AS APPLICABLE);

13.1.2   FRAUD OR FRAUDULENT MISREPRESENTATION;

13.1.3   BREACH OF THE TERMS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979;

13.1.4   DEFECTIVE PRODUCTS UNDER THE CONSUMER PROTECTION ACT 1987; OR

13.1.5   ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR DCS TO EXCLUDE OR RESTRICT LIABILITY.

13.2        SUBJECT TO CONDITION 13.1:

13.2.1   DCS SHALL NOT BE LIABLE TO THE BUYER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THE CONTRACT FOR LOSS OF PROFITS, LOSS OF SALES OR BUSINESS, LOSS OF AGREEMENTS OR CONTRACTS, LOSS OF ANTICIPATED SAVINGS, LOSS OF OR DAMAGE TO GOODWILL, LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION OR ANY INDIRECT OR CONSEQUENTIAL LOSS;

13.2.2   DCS’S TOTAL LIABILITY TO THE BUYER IN RESPECT OF ALL OTHER LOSSES ARISING UNDER OR IN CONNECTION WITH THE CONTRACT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL IN NO CIRCUMSTANCES EXCEED 125 % OF THE PRICE OF THE GOODS TO WHICH ANY CLAIM RELATES.

14            TERMINATION

14.1        Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

14.1.1   the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of the other party being notified in writing to do so; or

14.1.2   the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2);

14.1.3   the other party begins negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

14.1.4   the other party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;

14.1.5   a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership);

14.1.6   an application is made to court, or an order is made, for the appointment of an administrator or a notice of intention to appoint an administrator is given or an administrator is appointed over the other party;

14.1.5   the holder of a qualifying floating charge over the assets of the other party has become entitled to appoint or has appointed an administrative receiver;

14.1.6   a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

14.1.7   a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

14.1.8   any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 14.1.2 to 14.1.7 inclusive;

14.1.9   the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business; or

14.1.10                  the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.

14.2        Without limiting its other rights or remedies, DCS may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.

14.3        On termination of the Contract for any reason the Buyer shall immediately pay to DCS all of DCS’s outstanding unpaid invoices and interest and, in respect of Goods supplied to, ordered by or in the process of being manufactured for the Buyer, or materials purchased in advance by DCS for the same, for which no invoice has been submitted, DCS shall submit an invoice, which shall be payable by the Buyer immediately on receipt. 

14.4        Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

14.5        Termination of the Contract shall not, unless otherwise agreed by DCS in its sole discretion, affect any open orders as at the date of termination.

14.6        Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

15            GOVERNING LAW AND JURISDICTION

15.1        This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the parties submit to the non-exclusive jurisdiction of the courts of England and Wales to settle any such dispute or claim.

16            GENERAL

16.1        Each party undertakes that it shall not at any time during the Contract and for a period of two years after termination of the Contract, disclose to any person any information received or obtained from the other party in connection with the Contract including but not limited to information relating to the business, assets, affairs, customers, clients or suppliers of the other party except as permitted by this condition 16.1. Each party may disclose the information received in connection with the Contract:

16.1.1   to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. A disclosure by an employee, professional adviser or contractor shall be deemed to be a disclosure by the party who disclosed the information to them; and

16.1.2   as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

16.2        Neither party shall use any of the information referred to at clause 16.1 for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

16.3        The Contract is personal to the Buyer and the Buyer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without prior written consent of DCS (such consent not to be unreasonably conditioned, withheld or delayed).

16.4        DCS shall be permitted to assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract by providing notice in writing to the Buyer.

16.5        Any notice, approval, consent, request, instruction, notification or document to be given or made under the Contract shall be in writing and may be delivered by hand to the relevant party or sent by first class post, recorded delivery letter, or registered airmail to the registered office for that party.

16.7        The Contract constitutes the entire arrangement and understanding between the parties and supersedes and extinguishes all prior agreements, negotiations and discussions relating to the subject matter of the Contract. Each party acknowledges that in entering into and performing the Contract it does not do so on the basis of, and does not rely on any statement or representation (whether innocent or negligent, but excluding fraudulent representations) or warranty or understanding other than as expressly contained in the Contract at the date hereof or subsequently included within this Agreement pursuant to condition 16.8.

16.8        Any variation to the Contract must be in writing and signed on behalf of both parties.

16.9        If a court decides that any part of the Contract cannot be enforced, that particular part of the Contract will not apply, but the rest of the Contract will.

16.10     A waiver by a party of a breach of any provision shall not be deemed a continuing waiver or a waiver of any subsequent breach of the same or any other provisions. Failure or delay in exercising any right under the Contract shall not prevent the exercise of that or any other right.

16.11     No person other than a party to the Contract shall have any rights to enforce any terms of the Contract.

16.12     Nothing in the Contract shall create (or be deemed to create) a partnership or agency between the parties.

16.13     Where the Buyer comprises more than one person, each person who places an Order with DCS pursuant to this Contract shall be jointly and severally liable to DCS in connection with any obligations and/or liability which arises under this Contract in connection with the Order placed by that person.

17            ADDITIONAL EXPORT TERMS

17.1        Where the Goods are supplied for export from the United Kingdom, this condition 17 shall (subject to the Statement of Work and any special terms agreed in writing between the Buyer and Seller) apply in addition to the remainder of these Conditions.

17.2        The Buyer shall be responsible for complying with any legislation or regulations governing:

17.2.1   the importation of the Goods in to the country or destination and for the payment of any duties on them;

17.2.2   resale of the Goods or any of them in the country of destination or any other place where the Goods or any of them are resold by or on behalf of the Buyer.

17.3        DCS shall accept no liability for any claim which is made after shipment in respect of any Goods damaged during transit except where such damage is caused as a result of DCS’s negligence, breach of contract or breach of statutory duty.