Diatech

The Public Sector Catalogue

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TERMS & CONDITIONS 3.3 3.4 3.5 4 4.1 4.2 4.3 4.4 5 5.1 5.2 5.3 220 If the Goods are to be manufactured or any process is to be applied to the Goods by the Supplier in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Supplier on demand from and against any and all loss, damages, costs and expenses awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Supplier's use of the Buyer's specification. The Supplier reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EU requirements. Subject to 11.1 below, no order which has been accepted by the Supplier may be cancelled by the Buyer except with the agreement in writing of the Supplier and on terms that the Buyer shall indemnify the Supplier in full on demand from and against any and all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation. PRICE The price of Goods supplied shall be the price stated in the Quotation or Online Confirmation. Should no Quotation have been given by the Supplier or where no price is quoted in the Online Confirmation, the price payable for the Goods shall be that contained in the Supplier's price list current at the time of despatch or in the Supplier's website text on the Supplier's Website current at the date and time of the Online Confirmation. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Supplier without giving notice to the Buyer. The Supplier reserves the right to (i) make at any time such alterations to its price list for the Goods as it may deem fit; and (ii) by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Supplier which is due to any factor beyond the control of the Supplier (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Supplier adequate information or instructions. Unless otherwise agreed in writing in accordance with 1.3 above, all prices shall be deemed to be exclusive of Value Added Tax which shall be payable in addition by the Buyer at the rate prevailing at the tax point of sale. The Supplier reserves the right to charge the Buyer the cost of delivery of the Goods. PAYMENT Time of payment is of the essence of the Contract. Unless otherwise agreed in accordance with 1.3 above or unless the Buyer has a current credit account with the Supplier, the price of the Goods and any additional charges will be paid in sterling in full at the time of acceptance by the Buyer of the Quotation or at the point of submission of the Online Order (as the case may be), but if full payment is not made at this time, the Supplier shall have the right to require full payment at any time thereafter. Full payment must in any event be made by the Buyer no later than the date of delivery of the Goods. Unless otherwise agreed in accordance with 1.3 above, 5.4 5.5 5.6 payment for Goods supplied on a credit account which the Buyer has with the Supplier shall become due and payable not later than the last day of the month following the month of delivery of the Goods. Without prejudice to any other rights of the Supplier, however arising, in the event that the Buyer fails to pay the price of any part thereof or any other sums due under the Contract in accordance therewith, the Supplier shall be entitled: (i) to charge interest at the rate of 2% per month or part month, or at the rate of 4% per annum above the Royal Bank of Scotland base rate from time to time in force, whichever is the higher, on all sums payable by the Buyer from the date on which the sum became payable until payment in full has been received by the Supplier; (ii) to refuse to make delivery of any Goods ordered by the Buyer, whether under the Contract or any other contract with the Supplier, without incurring any liability whatsoever to the Buyer, until payment is made in full of all sums due from the Buyer to the Supplier; (iii) to recover all costs and expenses incurred by the Supplier in collection or recovery of sums due and the Buyer hereby agrees to indemnify the Supplier on demand in respect of all such costs and expenses; (iv) to terminate (with or without notice) the Contract insofar as it remains unperformed, whereupon the Buyer shall be liable to pay to the Supplier all sums due at termination, plus the amount of any loss whatsoever sustained by the Supplier (in its sole determination) by reason of the said termination. The Supplier shall be entitled to close or suspend any credit account which the Buyer has with the Supplier at any time in its sole discretion. In that event, the balance of the account shall be payable forthwith by the Buyer to the Supplier. The Supplier shall be at any time entitled to appropriate any payment made by the Buyer in settlement of any debt of the Buyer as the Supplier in its absolute discretion deems fit, notwithstanding any purported appropriation to the contrary by the Buyer. 6 RISK All Goods shall be at the Buyer's risk from the time of delivery to the Buyer, save that if property passes to the Buyer prior to delivery, the Goods shall be at the Buyer's risk from the time when property passes to the Buyer, in which case, a carrier shall be deemed to be agent of the Buyer. 7 7.1 TITLE TO GOODS Notwithstanding delivery and the passing of risk in the Goods, until such time as the Buyer shall have paid the Supplier in full the price of and all additional charges in respect of Goods supplied under the Contract:(i) ownership of the Goods shall remain with the Supplier, and the Buyer shall hold the Goods in a fiduciary capacity only for the Supplier and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Supplier's property, save that the Buyer may resell or use the Goods in the ordinary course of business; (ii) if the Buyer sells (or allows to be sold) the Goods, the proceeds of sale shall be held in a separate clearly identifiable account and the Buyer's beneficial interest shall attach to the proceeds of sale and the Buyer shall have the right to trace such proceeds of sale. The Buyer shall not be entitled to pledge or in any way 7.2 Tel 01738 444606 www.diatechuk.com

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