In  these Conditions of Sale:
“Contract” means a contract between Us and You for the supply of Goods and arising pursuant to Your written acceptance of Our quotation or otherwise by  written or verbal agreement between Us and You, incorporating these Conditions  and any Special Conditions;

“Goods” means products agreed in the Contract to be supplied to You by Us;

“Special Conditions” means all specific conditions relating to the supply of  Goods to You contained in or referred to in Our quotation or otherwise set out  in a written agreement between Us and You. If there is a conflict between these  Conditions and the Special Conditions then the Special Conditions shall  prevail;

“We/Us” means dpac uk ltd Limited having a place of business at PE14 8PZ; and  “You/Your” means the person, firm or company who purchases the Goods from Us.  The Contract shall be on these Conditions including any Special Conditions, to  the exclusion of all other terms and conditions and no amendment or variation  to any provision of the Contract shall be effective unless it is in writing and  signed by or on behalf of each of Us and You. For the avoidance of doubt,  acceptance by Us of Your order shall not imply acceptance of any terms and  conditions accompanying or endorsed upon any such order.

Any quotation is issued on the basis that no contract will come into existence  until You accept Our quotation in writing or We otherwise enter into a written  or verbal agreement with You.

The terms contained in any quotation will usually remain fixed if a contract in  respect of it is made within 28 days of the date of the quotation, provided  that We have not previously withdrawn it.

Any quotation issued before the passing in the UK of legislation embracing  the EC Directive on Waste Electrical and Electronic Equipment (WEEE) and EC  Directive on the Restriction of the Use of Certain Hazardous Substances in  Electrical and Electronic Equipment (RoHS) will exclude the additional costs of  implementing such legislation. We expect to separately show and collect such  costs pursuant to Article 8.3 of WEEE and once communicated to You the  quotation shall be deemed validly varied and increased by such costs.

We will be under no liability to You until We receive Your written acceptance  of Our quotation or We otherwise enter into a written agreement with You.
Any advice or recommendation given by Us or Our employees, agents or  sub-contractors in connection with Goods which is not confirmed in writing is  followed or acted upon entirely at Your own risk, and We shall not be liable  for any advice or recommendation which is not so confirmed.

Unless  otherwise agreed in writing, prices invoiced to You will be those current at  the date of dispatch. Errors and omissions in respect of any price are subject  to correction by Us within a reasonable time.

Unless otherwise agreed in writing, all prices are exclusive of value added  tax, insurance and the costs of loading, unloading and installation all of  which amounts You will pay in addition when You are due to pay for the Goods.

Unless otherwise agreed in writing, We may invoice You for Goods or any installment of the Goods at any time after Goods or any installment of the Goods  are delivered and payment for Goods shall be made within thirty (30) days of  Our invoice.

Time for payment shall be of the essence and failure by You to pay in accordance with this Condition shall entitle Us, without prejudice to our rights to damages, to suspend any deliveries of Goods or to cancel the Contract and any other current contracts that We may have with You. In addition to Our  rights You shall be liable to pay interest (compounded monthly) on any amounts  outstanding (both before and after judgment) at the rate of 3 per cent above  the base rate of Barclays Bank Plc for the time being in force, accruing on a  daily basis until payment is made.

Unless otherwise agreed in writing by Us, time of delivery shall not be of the essence  of the Contract and any delivery date provided shall be an estimate only. We reserve the right to extend times for deliveries by reasonable periods if the delay is due to an event beyond our reasonable control (an “event of Force  Majeure”).

If You require advance notice of the approximate time of delivery, this must be set out in writing on Your order.

Unless otherwise agreed, the place of delivery shall be at Your usual place of business.

If for any reason You fail to accept delivery of Goods when they are ready for  delivery, or We are unable to deliver Goods on time because You have not  provided appropriate delivery instructions or other information, then at that  time:-

the risk in such Goods will pass to You; the Goods will be deemed to have been  delivered; We may store the Goods until actual delivery in which case You will  be liable for all related costs and expenses (including, without limitation,  storage and insurance); and the full price for the Goods together with any sums  to be applied shall become immediately due

Our  liability for non-delivery of Goods shall be limited to re-delivering the Goods  within a reasonable time or issuing a credit note against any invoice raised  for such Goods.

profit, costs, damages, charges or expenses caused directly or indirectly by  any delay in the delivery of Goods nor will any delay entitle You to terminate  or rescind the Contract unless such delay exceeds 180 days.

You  may only cancel the Contract with Our prior written consent and prior to the  date of dispatch of the Goods. If We agree to Your request to cancel the  Contract, cancellation charges will be levied by Us on following basis in order  to cover handling, administration and other costs incurred by Us:-
Standard Items (meaning Goods which are within Our current product range at the  time the Contract is concluded): A cancellation charge of 20% of Our published  price for such Standard Items as at the date of cancellation.

If for any reason the Buyer wishes to return products to the Company, written consent must be obtained from the Company.

All products to be returned, at the Buyers cost, must be returned in the original packing together with the Company's original documentation stating the Company's reference number. All products will be inspected and tested and unless the product is subject to a manufacturing fault, this cost and any associated repair cost will be charged to the Buyer. The minimum charge will be 15% of the original invoice value, plus the collection cost. A REFUND WILL THEN BE MADE.

If goods are damaged on delivery this must be noted on the delivery note before signing and notified to the Company within 2 working days, we will then replace the damaged goods

There are no export restrictions. All products are 240V 50 Hz unless otherwise specified. Internet sales are secured by the safe code web practice. Special Items (meaning Goods which are not Standard Items): Once manufacture  has commenced, in addition to the cancellation charge applied to comparable  Standard Items, all manufacturing costs and any other costs incurred in relation  to such Special Items, up to the date of cancellation, or as consequence of  such cancellation shall be payable.

The parties agree these charges represent a genuine pre-estimate of our losses incurred on cancellation of the Contract by You.
Unless  otherwise agreed in writing, Goods are at your risk from the time of delivery  to you or to a carrier or agent acting on Your behalf.
Notwithstanding delivery of Goods to You, ownership of the Goods shall not pass  to You until We have received in full (in cleared funds) all sums due to Us in  respect of the Goods and all other sums which are due to Us from You pursuant  to any other contract. Until ownership of the Goods has passed to You, You must:

1 hold the Goods on a fiduciary basis as Our bailee;store the Goods separately  from all other goods owned by You or any third party so that they remain  readily identifiable as Our property; not destroy, deface or obscure any identifying marks or packaging on the Goods;

maintain the Goods in satisfactory condition insured on Our behalf for their  full price against all risks and on request produce the policy of insurance to  Us; and hold the proceeds of insurance referred to in Condition 6.3.4 on trust for Us  and not mix them with any other money, nor pay them into an overdrawn bank  account.

You may only resell the Goods before ownership has passed to You on the  following conditions:-

any sale shall be effected in the ordinary course of Your business at full  market value and You shall hold such part of the proceeds of sale as represent  the amount owed by You to Us on Our behalf and You shall account to Us  accordingly; and any sale shall be a sale of Our property on Your own behalf and You shall deal  as principal when making such sale.

Your right to possession of the Goods shall terminate immediately You:
go into liquidation except for the purpose of amalgamation or reconstruction;  or cease to carry on business, have a receiver or administrator appointed in  respect of the whole or substantially the whole of Your Asset, enter into any  composition with Your creditors, enter into a moratorium for the purposes of  the Insolvency Act 2000 or being an individual, commits an act of bankruptcy or  otherwise have a receiving order made against You or otherwise makes any  composition with Your creditors; or otherwise become subject to the Insolvency laws of England or any other  jurisdiction.

We shall be entitled to recover payment for Goods notwithstanding that  ownership of any of the Goods has not passed from Us to You.

You hereby grant to Us, Our 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 Your right to possession has terminated, to recover  them.

All  Goods are inspected and submitted to standard tests before being dispatched.  Any performance figures given by Us are based on Our experience and are as We  would expect to obtain on such standard tests. However, We shall not be liable  for any failure of Goods to obtain such figures, unless such performance  figures (subject to recognized tolerances applicable to such figures) are  specifically guaranteed in writing by Us in the Contract.
If additional tests are required by You, these shall be carried out on Our  premises at Your sole expense.

We  warrant that Goods which are supplied by Us shall for a period of 12 months  from the date of delivery be of satisfactory quality within the meaning of the Sale of Goods Act 1994;  and be reasonably fit for the particular purpose for which those Goods are being  bought provided that You have made known that purpose to Us in writing and We  have confirmed in writing that it is reasonable for You to rely on Our skill  and judgment; providing written notification of any defect is given promptly  to Us 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 under this We shall not be liable for a breach in any of the warranties in this Condition  if: You make any further use of such Goods after giving notice of a defect; or  the defect arises because of Your failure to follow Our oral or written  instructions as to the storage, installation or use of the Goods, or, if there  are none, good trade practices; or You alter or repair the Goods without Our  prior written consent. Our sole obligation under this Condition shall be to  replace or repair Goods or refund the price of such Goods at the pro rata  contract rate. Subject to our Condition , the following provisions set out Our entire  financial liability (including any liability for the acts or omissions of Our  employees, agents and sub-contractors) to You in respect of any breach of these  Conditions and any representation, statement or tortuous act or omission,  including negligence arising under or in connection with the Contract.

Save for our warranty under Condition , 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. Nothing in these Conditions excludes or limits Our  liability for death or personal injury caused by Our negligence or fraudulent  representation.

Subject to Conditions: Our total liability in contract, tort (including  negligence or breach of statutory duty), misrepresentation or otherwise,  arising in connection with the Contract shall be limited to the sum of £10,000;  and We shall not be liable to You for any indirect or consequential loss or damage  whether for loss of profit, depletion of goodwill or otherwise), costs,  expenses or other claims for consequential compensation whatsoever which arise  out of the Contract. Either We or You may terminate the Contract by written  notice with immediate effect if: the other party commits any material breach of any of the terms of the Contract  and (if such breach is capable of remedy) fails to remedy that breach within 30  days being notified of the breach; or
the other party becomes subject to any of the circumstances set out in our  Conditions.

You shall indemnify Us against any direct or indirect loss (including loss of  profit), costs, damages, charges or expenses for which We may be liable if any  work done in accordance with Your specification infringes any third party  rights in any manner whatsoever, including but not limited to, any rights  affecting copyrights, patent or trade marks vested in third parties.

All  notices to be served under these Conditions shall be in writing and may be  served by letter or fax addressed to the usual business address or fax number  of the other party or to such other address or fax number as may be notified  from time to time. Such notice shall be deemed to be served in the case of a  fax at 9am on the next working day of the recipient party after dispatch and in  the case of a UK letter 2 working days after posting and in the case of an  airmail letter 5 working days after posting. We shall not be liable to You for  any delay in performance of Our obligations under the Contract caused by an  event of Force Majeure.

We may, without Your consent, assign or sub-contract all or any of our rights  and obligations under the Contract. The Contract is personal to You may not be  assigned in whole or in part to any other person, firm or company.

These Conditions and the Special Conditions constitute the entire agreement  between Us and You with respect to the Contract and shall supersede any  previous agreements or understandings between Us and You in relation to the  Contract.

Any indulgence granted by Us to You and any failure by Us to insist upon strict  performance of these Conditions or any Special Conditions shall not be deemed a  waiver of any of Our rights or remedies nor be deemed a waiver of any  subsequent default by You. The invalidity, illegality or unreasonableness in  whole or in part of any of these Conditions shall not affect the validity of  the remainder of such Condition or these Conditions.
No term of the Contract shall be enforced solely by reason of the Contracts  (Rights of Third Parties) Act 1999 by any person who is not a party to the  Contract.

The Contract shall be governed by English law and both You and We hereby submit  to the exclusive jurisdiction of the English Courts.