Denso Terms & Policies
Winn & Coales (Denso) Ltd Conditions of Sale
The Customer’s attention Is drawn In particular to the provisions of clause 9
1. | Interpretation |
1.1 | Definitions In these Conditions, the following definitions apply: |
Acknowledgement of Order – the written confirmation of an order placed by the Customer for the purchase of Goods; | |
Business Day – a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business; | |
Collection Location – has the meaning in clause 4.2; | |
Conditions – the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6; | |
Contract – the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions; | |
Customer – the person or firm who purchases the Goods from the Supplier; | |
Delivery Location – has the meaning given in clause 4.1; | |
Force Majeure Event – has the meaning given in clause 10; | |
Goods – the goods (or any part of them) set out in the Order; | |
Order – the Customer’s order for the Goods, as set out (1) overleaf in the Customer’s written acceptance of the Supplier’s quotation or (2) where the Supplier has not provided a quotation, overleaf on our Acknowledgement of Order; | |
Supplier – Winn & Coales (Denso) Limited, a company incorporated and registered in England and Wales with company number 01372246 and whose registered office is at Denso House, 33-35 Chapel Road, London, SE27 OTR; and | |
VAT – value added tax chargeable under the Value Added Tax Act 1994. | |
1.2 | Construction In these Conditions, the following rules apply: |
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). | |
1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns. | |
1.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re·enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re·enacted. | |
1.2.4 Any phrase introduced by the terms Including, Include, In particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. | |
1.2.5 A reference to writing or written includes faxes and emails. | |
2. | Basis of Contract. |
2.1 | These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. |
2.2 | The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The CUstomer is responsible for ensuring that the terms of the Order are complete and accurate. |
2.3 | The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence. |
2.4 | The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract. |
2.5 | Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Suppliers catalogues, brochures, technical data sheets are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force. The Supplier does not provide sales by sample. |
2.6 | A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of thirty (30) Business Days from its date of issue, unless otherwise agreed in writing by the Supplier. |
3. | Goods |
3.1 | Subject to the provisions of clause 2.5, the Goods are described in the Supplier’s catalogue. |
3.2 | The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements. |
4. | Delivery |
4.1 | Where Goods are to be delivered to the Customer, the Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after the Supplier notifies the Customer that the Goods are ready. |
4.2 | Where Goods are to be collected by the Customer, the Customer shall collect the Goods from the Supplier’s premises at Denso House, 33-35 Chapel Road, London, SE27 OTR or elsewhere by prior agreement (“Collection location”) within five (5) Business Days of the Supplier notifying the Customer that the Goods are ready. |
4.3 | Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location or on the completion of loading of the Goods at the Collection Location (as the case may be). |
4.4 | Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. |
4.5 | If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure EVent or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. |
4.6 | If the Customer fails to accept delivery of or to collect the Goods within five (5) Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract: |
4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the fifth (5″) Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and | |
4.6.2 the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance). | |
4.7 | If ten (10) Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery or collection the Customer has not accepted delivery of or collected them, the Supplier may (but shall not be obliged to) resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods. |
4.8 | The Supplier may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate Contract. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment. |
4.9 | The Customer shall notify the Company within three (3) Business Days of the date of delivery in the event of any discrepancy in or damage to the Goods delivered and within fourteen (14) days of the date of the invoice in the event of non-delivery of the Goods. Failure to notify will result in the Goods being approved by the Customer. |
5. | Quality |
5.1 | Subject to clause 5.2, the Supplier warrants that on delivery, and for a period of ninety (90) days from the date of delivery (warranty period), the Goods shall: |
5.1.1 conform in all material respects with their description; | |
5.1.2 be free from material defects in design, material and workmanship; | |
5.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979). | |
5.2 | It is acknowledged and agreed by the Customer that the Goods will be used or applied under conditions outside of the control of the Supplier and that accordingly the warranties in clause 5.1 relate solely to the quality of the Goods and system components and not the use they are put to by the Customer after delivery. |
5.3 | Subject to clause 5.4, if: |
5.3.1 the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause | |
5.1; | |
5.3.2 the Supplier is given a reasonable opportunity of examining such Goods; and | |
5.3.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Supplier’s cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods. |
|
5.4 | The Supplier shall not be liable for Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events: |
5.4.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.3; | |
5.4.2 the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; | |
5.4.3 the Customer alters or repairs such Goods without the written consent of the Supplier; | |
5.4.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or | |
5.4.5 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. | |
5.5 | Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranties set out in clause 5.1. |
5.6 | The terms and conditions implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. |
5.7 | These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier. |
6. | Title and Risk |
6.1 | The risk in the Goods shall pass to the Customer on completion of delivery. |
6.2 | TItle to the Goods shall not pass to the Customer until the earlier of: |
6.2.1 the Supplier receives payment in full (in cash or cleared funds) for the Goods, in which case title to the Goods shall pass at the time of payment; or | |
6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4. | |
6.3 | Until title to the Goods has passed to the Customer, the Customer shall: |
6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property; | |
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; | |
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; | |
6.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.2; and | |
6.3.5 give the Supplier such information relating to the Goods as the Supplier may require from time to time. . | |
6.4 | Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, If the Customer resells the Goods before that time: |
6.4.1 it does so as principal and not as the Supplier’s agent; and | |
6.4.2 title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs. | |
6.5 | If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2, then, without limiting any other right or remedy the Supplier may have: |
6.5.1 the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and | |
6.5.2 the Supplier may at any time: | |
6.5.2.1 require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and | |
6.5.2.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them. | |
7. | Price and Payment |
7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s price list supplied to the Customer as at the date of the Order. | |
7.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to any request by the Customer to change the delivery date(s), quantities or types of Goods ordered. | |
7.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer. | |
7.4 The price of the Goods is exclusive of amounts in respect of VAT. The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods. | |
7.5 The Supplier may invoice the Customer for the Goods on or at any time after it issues its written acceptance of the Order and prior to completion of delivery. | |
7.6 The Customer shall pay the invoice in full and in cleared funds by the thirtieth (30th) day of the month following the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence. | |
7.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Supplier reserves the right to charge interest on the overdue amount at the rate of 4% per annum above Barclays’s base rate from time to time. If charged, interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. | |
7.8 In the event of the export of Goods from the United Kingdom by a resident customer or agency on behalf of overseas clients within the European Community where VAT has not been charged at the time of invoicing Goods then the Supplier shall receive from the Customer evidence of exportation of the said Goods which shall include details of the Customer’s VAT number. | |
8. | Termination and Suspension |
8.1 If the Customer becomes subject to any of the events listed in clause 8.2, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer. | |
8.2 For the purposes of clause 8.1, the relevant events are: | |
8.2.1 the Customer 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 (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; | |
8.2.2 the Customer commences 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 its creditors other than (where the Customer is a company) where these events take place for the sale purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; | |
8.2.3 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 Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; | |
8.2.4 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; | |
8.2.5 the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver; | |
8.2.6 a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets; | |
8.2.7 a creditor or encumbrancer of the Customer 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 fourteen (14) days; | |
8.2.8 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2.1 to clause 8.2.7 (inclusive); | |
8.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.2.1 to clause 8.2.8, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment. | |
8.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest. | |
8.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination. | |
8.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect. | |
9. | Limitation of Liability |
9.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for: | |
9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); | |
9.1.2 fraud or fraudulent misrepresentation; | |
9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; | |
9.1.4 defective products under the Consumer Protection Act 1987; or | |
9.1.5 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability. | |
9.2 Subject to clause 9.1: | |
9.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss ariSing under or in connection with the Contract; and | |
9.2.2 the Supplier’s total liability to the Customer in respect of all losses other than those excluded under clause 9.2.1 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 three million pounds (£3,OOO,OOO). | |
10. | Force Majeure |
Neither party shall 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 a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors. | |
11. | General |
11.1 | Assignment and Other Dealings. |
11.1.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract | |
11.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier. | |
11.2 | Notices |
11.2.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or in the case of email to the main business email address of the relevant party or such other addresses as that party may have specified to the other party in writing in accordance with this clause and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email. | |
11.2.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2.1; if sent by pre·paid first class post or other next working day delivery service, at 9.00 am on the second (2nd ) Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one (1) Business Day after transmission to a correctly addressed recipient. | |
11.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. | |
11.3 | Severance |
11.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. | |
11.3.2 If the Supplier gives notice to the Customer of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. | |
11.4 | Waiver |
A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. | |
11.5 | Third Party Rights A person who is not a party to the Contract shall not have any rights to enforce its terms. |
11.6 | Variation Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier. |
11.7 | Governing Law The 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. |
11.8 | Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims). |
Standard Conditions of Sale - Denso South Africa (Pty) Ltd
The Customer’s attention is drawn in particular to the provisions of clause 10
1 Interpretation
1.1 Definitions: in these Conditions, the following definitions apply:
1.1.1 Business Day: a day (other than a Saturday, Sunday or public holiday);
1.1.2 Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 14.6;
1.1.3 Contract: the terms of these Conditions, incorporating the terms of the Quotation;
1.1.4 Customer: the person which purchases the Product from the Supplier;
1.1.5 Product: the Product (or any part of them) described in the Quotation;
1.1.6 Quotation: the Supplier’s quotation in respect of the Product sent to the Customer, which incorporates these Conditions to the exclusion of any other terms that the Customer seeks to impose or incorporate;
1.1.7 Supplier: Denso South Africa (Pty) Ltd, a company incorporated and registered in the Republic of South Africa with company number 1971/011406/07 and whose registered office is at 120 Malacca Road, Redhill, Durban, South Africa, 4052
1.2 Construction: in these Conditions, the following rules apply:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.
1.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re‐enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re‐enacted.
1.2.4 Any phrase introduced by the terms including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written includes emails.
2 Basis of Contract
2.1 This Contract governs the relationship between the parties to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Quotation constitutes an offer by the Supplier to supply the Product in accordance with these Conditions. The Customer is responsible for ensuring that the information provided to the Supplier for purposes of generating the Quotation is complete and accurate. To the extent that any such information is incorrect, the Supplier may amend the Quotation accordingly.
2.3 The Quotation is accepted when it is signed and dated by the Customer’s representative, and received by the Supplier, at which point the Contract shall come into existence. Where the Quotation is not so signed and dated by the Customer’s representative, the Contract shall come into existence when the Parties conduct themselves according to the terms set out in the Quotation and the Contract.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues, brochures, technical data sheets are produced for the sole purpose of giving an approximate idea of the Product described in them. They shall not form part of the Contract or have any contractual force. The Supplier does not provide sales by sample.
2.6 A quotation shall only be valid for a period of thirty (30) Business Days from its date of issue, unless otherwise agreed in writing by the Supplier.
2.7 In the event of any conflicting provisions between the various documents, the interpretation of the provisions shall prevail in the following order:
2.7.1 the Quotation;
2.7.2 these Conditions.
3 Product
3.1 Subject to the provisions of clause 2.5, the Product is described in the Quotation.
3.2 The Supplier reserves the right to amend the specification of the Product if required by any applicable statutory or regulatory requirements.
4 Delivery
4.1 Where the Product is to be delivered to the Customer, the Supplier shall deliver the Product to the location set out in the Quotation, or such other location as the parties may agree (“Delivery Location”), at any time after the Supplier notifies the Customer that the Product is ready.
4.2 Where the Product is to be collected by the Customer, the Customer shall collect the Product from the Supplier’s premises as agreed (“Collection Location”) within five (5) Business Days of the Supplier notifying the Customer that the Product is ready.
4.3 Delivery of the Product shall be completed on the arrival of the Product at the Delivery Location or where the Supplier makes the Product available for collection by the Customer at the Collection Location (as the case may be) (“Delivery”).
4.4 Any dates quoted for Delivery are approximate only, and the time of Delivery is not of the essence. The Supplier shall not be liable for any delay in Delivery of the Product, howsoever caused, including a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Product.
4.5 Subject to the provisions of clause 4.4, if the Supplier fails to deliver the Product, its liability to the Customer shall be limited to granting to the Customer a credit equal to the value of the Product which has not been Delivered.
4.6 If the Customer fails to accept Delivery of or to collect the Product within five (5) Business Days of the Supplier notifying the Customer that the Product is ready, then, except where such failure or delay is caused by a Force Majeure Event:
4.6.1 delivery of the Product shall be deemed to have been completed at 9.00 am on the fifth (5th) Business day after the day on which the Supplier notified the Customer that the Product were ready; and
4.6.2 subject to the provisions of clause 4.7, the Supplier shall store the Product at the Customer’s risk, and the Customer shall be liable for all related costs and expenses (including insurance).
4.7 If the Customer has not accepted Delivery of or collected the Product within ten (10) Business Days of notification that they are ready for delivery or collection, the Supplier may terminate the Contract and may, whether or not it has done so, resell or otherwise dispose of part or all of the Product and, after deducting reasonable storage, insurance and selling costs, account to the Customer for any excess over the price of the Product or charge the Customer for any shortfall below the price of the Product.
4.8 The Supplier may Deliver the Product by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in Delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.9 In respect of international sales, unless otherwise agreed:
4.9.1 the Customer shall be responsible for all export and import clearance formalities, but may be entitled to request reasonable assistance from the Supplier, at the Customer’s risk and cost; and
4.9.2 the Customer shall procure industry standard marine cargo insurance in respect of the Product, to commence from the Collection Point.
5 Quality
5.1 Subject to clause 5.2, the Supplier warrants that on Delivery, and for a period of ninety (90) days from delivery (“Warranty Period”), the Product shall:
5.1.1 conform in all material respects with the specifications set out in the relevant technical literature pertaining to the Product at the time of the conclusion of the Contract;
5.1.2 be free from material defects in design, material and workmanship;
5.1.3 be of a quality that persons are generally entitled to expect of the Product.
5.2 It is acknowledged and agreed by the Customer that the Product will be used or applied under conditions outside of the control of the Supplier and that accordingly the warranties in clause 5.1 relate solely to the quality of the Product and not the use they are put to by the Customer after Delivery. The Supplier does not warrant the suitability of the Product for the Customer’s intended purpose.
5.3 Subject to clause 5.4, if:
5.3.1 the Customer gives notice in writing to the Supplier within twenty-one (21) days of Delivery of the Product that some or all of the Product do not comply with the warranty set out in clause 5.1 (Defective Product);
5.3.2 the Customer furnishes all information and documents necessary to consider the claim for Defective Product;
5.3.3 the Supplier is given a reasonable opportunity of examining and analysing such Product; and
5.3.4 the Customer (if asked to do so by the Supplier) returns such Product to the Supplier’s place of business at the Supplier’s cost,
the Supplier shall, at its sole option and entirely without prejudice and without admission of liability, repair or replace the defective Product, or refund a reasonable portion of the price paid for the Defective Product, having regard to the extent of the defect.
5.4 If the Customer fails to give notice as specified in clause 5.3.1 then, except in respect of any defect which is not reasonably apparent on inspection, the Product shall be presumed to comply with the provisions of clause 5.1 and, accordingly, the Customer shall be deemed to have accepted the delivery of the Product in question and the Supplier shall have no liability to the Customer in respect thereof.
5.5 The Supplier shall not be liable for Product’s failure to comply with the warranty set out in clause 5.1 in any of the following events:
5.5.1 the Customer makes any further use of such Product after giving notice in accordance with clause 5.3.1;
5.5.2 the defect arises because the Customer failed to follow the Supplier’s oral or written instructions and/or good trade practice as to the transport, storage, commissioning, installation, use and maintenance of the Product ;
5.5.3 the Customer alters or repairs such Product without the written consent of the Supplier;
5.5.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
5.5.5 the Product differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements, or as a result of changes made at the Customer’s request; or
5.5.6 the Product is applied or used in a manner contrary to the Supplier’s instructions.
5.6 Except as provided in this clause 5:
5.6.1 the Supplier shall have no liability to the Customer in respect of the Product’s failure to comply with the warranties set out in clause 5.1; and
5.6.2 the Supplier does not warrant that the Product will be free of defects, latent or otherwise and the Product is sold voetstoots.
5.7 These Conditions shall apply to any repaired or replacement Product supplied by the Supplier.
5.8 Should the Customer sell or otherwise dispose of the Product to any third party, it warrants that it shall inform such third party of the Supplier’s oral or written instructions and/or good trade practice as to the transport, storage, commissioning, installation, use and maintenance of the Product.
6 Title and Risk
6.1 The risk in the Product shall pass to the Customer on Delivery.
6.2 Ownership in the Product shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for the Product.
6.3 Until ownership in the Product has passed to the Customer in accordance with these Conditions, the Customer shall:
6.3.1 store the Product separately from all other Product held by the Customer so that they remain readily identifiable as the Supplier’s property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Product;
6.3.3 maintain the Product in satisfactory condition and keep them insured against all risks for their full price from the date of Delivery;
6.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.1; and
6.3.5 give the Supplier such information relating to the Product as the Supplier may require from time to time.
6.4 If the Customer becomes subject to any of the events listed in clause 9.1, before ownership in the Product passes to the Customer then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time:
6.4.2 require the Customer to deliver up all Product in its possession; and
6.4.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Product are stored in order to recover them.
7 Provision of information and instructions
The Customer must provide the Supplier with timeous instructions and accurate information:
7.1. where necessary for the Supplier to comply with its obligations in terms of the Contract; and
7.2 where applicable, to enable the Supplier to deliver the Product.
8 Price and Payment
8.1 The price of the Product shall be the price set out in the Quotation.
8.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Product.
8.3 The price of the Product is exclusive of the costs and charges of insurance and transport of the Product (where applicable), which shall be invoiced to the Customer.
8.4 All amounts of money referred to in the Quotation shall be interpreted as being amounts exclusive of value added tax (VAT). Any VAT payable in relation to any such amounts shall be paid in addition to those amounts. If the Customer is required under any applicable law to withhold or deduct any amount from the payments due to the Supplier, the Customer shall increase the sum it pays to the Supplier by the amount necessary to leave the Supplier with an amount equal to the sum it would have received if no such withholdings or deductions had been made.
8.5 The Supplier may invoice the Customer for the Product on or at any time after it issues its written acceptance of the Quotation and prior to completion of Delivery.
8.6 The Customer shall pay the invoice in full upon presentation, without demand before the Products are delivered. Payment shall be made to the bank account nominated in writing by the Supplier. Timing of payment is of the essence.
8.7 Payment shall only be considered rendered by the Customer, and the Customer’s payment obligations fulfilled, once any amount to be paid by the Customer is received by the Supplier into its designated banking account. Where any such amount is paid by the Customer into an incorrect bank account, howsoever arising, including as a result of any fraudulent conduct by a third party such as the sending of a phishing or scam email, the Supplier will, under no circumstances, be liable to the Customer and the Customer shall not be relieved of its obligation to pay the Supplier.
8.8 The Customer undertakes to put in place appropriate measures to assist in the prevention of fraudulent attacks upon its organisation by either an employee or a third party including, but not limited to, compliance by the Customer and its employees with a suitable information technology policy and the use of suitable antimalware and antivirus software.
8.9 If any amount owed to the Supplier by the Customer in respect of any claim is not paid on the due date, then all amounts owed to the Supplier by the Customer shall become at once due and payable and any discount which the Customer may have been entitled to claim, shall be forfeited.
8.10 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then without limiting any of the Supplier’s other remedies, the Supplier reserves the right to charge a late payment penalty fee equalling 1.5% of the value of the invoice per month, or part thereof. The Customer shall pay the late payment penalty together with the overdue amount.
8.11 The Customer shall make all payments due to the Supplier without any deduction by way of set-off, counterclaim, discount or otherwise. Any payment made to the Supplier may be appropriated by the Supplier in its sole and absolute discretion in respect of any undisputed indebtedness owing by the Customer to the Supplier.8.12 Where the Customer fails to make payment and the Supplier is obliged to institute legal proceedings for the recovery of any outstanding amounts, the Customer shall be obliged to pay the Supplier’s legal costs, on the scale as between attorney and own client.
9 Termination and Suspension
9.1 The Supplier may terminate the Contract with immediate effect by giving written notice to the Customer, if any of the following events occur:
9.1.1 the Customer 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 (being a company or limited liability partnership) is deemed unable to pay its debts or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case;
9.1.2 the Customer commences 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 its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
9.1.3 an application is made, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
9.1.4 an application is made to court, or an order is made, for the appointment of a liquidator or if a notice of intention to appoint a liquidator is given or if a liquidator is appointed over the Customer;
9.1.5 a business rescue practitioner is appointed to manage or control the Customer;
9.1.6 a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
9.1.7 a creditor or encumbrancer of the Customer 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 fourteen (14) days;
9.1.8 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1.1 to clause 9.1.7 (inclusive).
9.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Product under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1.1 to clause 9.1.8, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3 If the Customer commits a breach of any provision of the Contract and fails to remedy the breach within 7 (seven) days from the date of written notice from the Supplier calling upon it to do so, the Supplier will have the right, without prejudice to any other rights which it may have:
9.3.1 to take any action which may be necessary to enforce its rights the Agreement, other than to cancel the Agreement; and
9.3.2 to claim such damages as it may have suffered as a result of the breach.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
9.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
9.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
10 Limitation of Liability and Indemnity
10.1 The Supplier shall not be liable to the Customer for any loss, damage, liabilities, claims, charges, expenses, payments or penalties howsoever arising, including the negligence of the Supplier its employees, agents or subcontractors, except where it is directly caused by:
10.1.1 its gross negligence of the Supplier;
10.1.2 fraud or fraudulent misrepresentation of the Supplier; or
10.1.3 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
10.2 Subject to clause 10.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, for:
10.2.1 any consequential or special damages including loss of profit, loss of production, goodwill, business opportunity, revenue, anticipated savings or discounts, costs (including legal costs), taxes or penalties imposed by any authority; or
10.2.2 any loss that is an indirect or secondary consequence of any act or omission of the Customer.
10.3 Where the Supplier is liable to the Customer, the Supplier’s total liability to the Customer shall be limited to the value of the Product.
10.4 The Supplier gives no warranties and makes no representations in respect of the Product except as expressly set out in these Conditions.
10.5 These Conditions set out the entire liability of the Supplier for any use made or resale of the Product by the Customer, or any product incorporating any of the Product.
10.6 Without prejudice to any of the Supplier’s rights under these Conditions, the Customer hereby indemnifies the Supplier, and its personnel, from and against any and all claims, liabilities, damages, costs and expenses, inclusive of all legal costs, arising directly or indirectly from or in connection with the Agreement, including but not limited to:
10.6.1 application or use of the Product in a manner contrary to the Supplier’s instructions;
10.6.2 the Customer’s express or implied instructions;
10.6.3 any failure by the Supplier to perform its obligations in terms of the Agreement; and/or
10.6.4 any breach by the Customer of its obligations or warranties provided to the Supplier.
11 Confidentiality
11.1 Each party undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other which it has obtained or received as a result of discussions leading up to entry into these Conditions, or which it has obtained during the currency of the Contract, except any information that is:
11.1.1 subject to an obligation to disclose under law, or that is required to be disclosed by any competent regulatory authority, by notice or otherwise; or
11.1.2 already in its possession other than as a result of a breach of this clause 11; or
11.1.3 in the public domain other than as a result of a breach of this clause 11.
11.2 Each party undertakes to the other to take all steps that are necessary from time to time to ensure compliance with the provisions of this clause 11 by its employees, agents and subcontractors.
12 Anti-bribery Compliance
Each of the Supplier and the Customer undertake to the other that it has not and will not engage in any activity which breaches the Prevention and Combating of Corrupt Activities Act, 2004 of the Republic of South Africa and all other applicable local laws concerning anti‐bribery and anti‐corruption.
13 Force Majeure
13.1 Neither party shall 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 a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-‐outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
13.2 Force Majeure excludes any failure of the Customer to make payment for any reason whatsoever, including a lack of or inability to access funds.
14 Claims
14.1 No claim of any nature whatsoever and howsoever arising may be brought against the Supplier unless the Supplier has received written notice of the claim from the Customer specifying full details thereof as presently then known to the Customer within 14 (fourteen) days of the event giving rise to the claim, or of the Customer reasonably becoming aware thereof, whichever is the later.
14.2 The Supplier shall in any event be discharged from all liability whatsoever and howsoever arising in respect of any claim howsoever arising, unless legal proceedings are instituted by the Customer against the Supplier within 12 (twelve) months of the claim arising or the Customer first becoming aware of the claim.
15 Dispute Resolution
15.1 This clause, including its subclauses (the Dispute Resolution Clause), constitutes an agreement of indefinite duration, independent of the Contract or other document in which it is contained, referred to or incorporated (the Agreement) and it supersedes any other dispute resolution process agreed or otherwise applicable between the parties.
15.2 Any Dispute, controversy or claim between any of the parties, howsoever arising out of or in connection with the Agreement or the Dispute Resolution Clause, or the breach, termination or validity of the Agreement or the Dispute Resolution Clause, either during the currency or after the completion, expiration, termination or cancellation thereof, and irrespective of whether the dispute is of a contractual, delictual or any other nature shall, unless precluded by law, be determined on arbitration by a tribunal comprising a Fellow or Fellows of the Association of Arbitrators (Southern Africa) NPC (the Association), appointed as such by the Association on application by any of the parties.
15.3 The arbitral referral, the appointment of the tribunal, the conduct of the arbitral proceedings, the law applicable to the arbitration, and, without limitation, all things relating to or arising from any of the aforesaid, shall be governed by such edition of the Standard Procedure Rules for the Conduct of Arbitrations of the Association current at the time of appointment of the arbitrator (the Rules).
15.4 The Rules will apply, subject to the following:
15.4.1 the arbitration shall be held in Durban, South Africa, and conducted in the English language; and
15.4.2 the arbitrator shall decide the Dispute in accordance with South African law.
16. Assignment and Other Dealings
16.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
16.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
17. Notices
17.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or in the case of email to the main business email address of the relevant party or such other addresses as that party may have specified to the other party in writing in accordance with this clause and shall be delivered personally, sent by next working day delivery service, commercial courier, fax or email.
17.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2.1; if sent by next working day delivery service, at 9.00 am on the second (2nd) Business Day after sending; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one (1) Business Day after transmission to a correctly addressed recipient.
17.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
18 Severance
18.1 If any provision or part‐provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part‐provision shall be deemed deleted. Any modification to or deletion of a provision or part‐provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
18.2 If the Supplier gives notice to the Customer of the possibility that any provision or part‐provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
19 Waiver
A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
20 Variation
Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.
Data Protection Policy (GDPR)
Internet Privacy Policy for Winn & Coales (Denso) Ltd
At Winn & Coales (Denso) Ltd we are committed to safeguarding and preserving the privacy of our visitors.
This Privacy Policy explains what happens to any personal data that you provide to us, or that we collect from you whilst you visit our site. We may update this Policy from time to time so please do review this Policy regularly.
Information We Collect
In running and maintaining our website we may collect and process the following data about you:
• Information about your use of our site including details of your visits such as pages viewed and the resources that you access. Such information includes traffic data, location data and other communication data.
• Information provided voluntarily by you. For example, when you register for information or make a purchase.
• Information that you provide when you communicate with us by any means.
Use of Cookies
Cookies provide information regarding the computer used by a visitor. We may use cookies where appropriate to gather information about your computer in order to assist us in improving our website.
We may gather information about your general internet use by using the cookies. Where used, these cookies are downloaded to your computer and stored on the computer’s hard drive. Such information will not identify you personally. It is statistical data. This statistical data does not identify any personal details whatsoever.
You can adjust the settings on your computer to decline any cookies if you wish. This can easily be done by activating the reject cookies setting on your computer.
Use of Your Information
We use the information that we collect from you to provide our services to you. In addition to this we may use the information for one or more of the following purposes:
• To provide information to you that you request from us relating to our products or services.
• To provide information to you relating to other products that may be of interest to you. Such additional information will only be provided where you have consented to receive such information.
• To inform you of any changes to our website, services or goods and products.
If you have previously purchased goods or services from us we may provide to you details of similar goods or services, or other goods and services, that you may be interested in.
Storing Your Personal Data
We do our upmost to ensure that all reasonable steps are taken to make sure that your data is treated stored securely. Unfortunately the sending of information via the internet is not totally secure and on occasion such information can be intercepted. We cannot guarantee the security of data that you choose to send us electronically, Sending such information is entirely at your own risk.
Disclosing Your Information
We will not disclose your personal information to any other party other than in accordance with this Privacy Policy and in the circumstances detailed below:
• In the event that we sell any or all of our business to the buyer.
• Where we are legally required by law to disclose your personal information.
• To further fraud protection and reduce the risk of fraud.
Access to Information
In accordance with the Data Protection Act 1998 you have the right to access any information that we hold relating to you. Please note that we reserve the right to charge a fee of £10 to cover costs incurred by us in providing you with the information.
Contacting Us
Please do not hesitate to contact us regarding any matter relating to this Privacy Policy
Denso Promotions Terms & Conditions
-
The closing date for the monthly competition is the is the last working day of that month, entries received after this date may be included at the discretion of Winn & Coales (Denso) Ltd
- The winner will be decided by the directors of Winn & Coales ( Denso) Ltd their decision is final and binding, and no correspondence will be entered into.
- The winner will be notified by either email or by telephone, by the middle of the month preceding, it is therefore the entrants responsibility to ensure information supplied is correct or advise of any changes to these, as Winn & Coales (Denso) Ltd accepts no responsibility for changes which are not properly notified.
- The competition is not open to any employee or their relatives of Winn & Coales International or any of its subsidiary companies in the UK or worldwide.
- No purchase necessary, but is only open to people 18 years and older and be resident in the UK, and no charges apply.
- Prizes are not transferable and there are no cash alternatives, and we reserve the right to substitute prizes of equal or greater value at any time.
- By taking part in the competition entrants warrant that all information submitted is true, current and complete at time of submission
- All entries are the property of Winn& Coales (Denso) Ltd, by entering the competition entrants thereby assign absolutely the copyright and all other rights in the entry for the full period of the copyright.
- Winn & Coales (Denso) Ltd reserves the right to alter, amend or close the competition as necessary.
- The winner will be required to take part in any potential PR relating solely to this competition and therefore their name and photograph will be used in various publications to support this.
- Any personal data relating to entrants will be solely used in accordance with current UK data protection legislation and will not be disclosed to a third party without the individual’s prior consent.
- The competition and these rules are governed by English Law.