Terms and Conditions
For these terms and conditions the following definitions apply:
"Company" means Daleba Electronics Ltd trading as EMI Thermal or DK-Daleba.
"Conditions" means these terms and conditions.
"Contract" means any contract between the Company and the Customer for the sale and purchase of any of the Supplies.
"Goods" means any goods supplied or to be supplied by the Company to the Customer.
"Order" means the Customer's order for the purchase of any of the Supplies by the Company.
"Supplies" means any Goods.
"Customer" means the person(s) or company whose Order for any of the Supplies is accepted by the Company.
"Tangible Goods" means any physical Goods supplied or to be supplied by the Company to the Customer.
"VAT" means United Kingdom value added tax.
Any reference within these Conditions to:
"in writing" includes electronic communications; and "despatch" or "despatching" means the time that such Tangible Goods are sent by the Company for delivery to the Customer by any form of shipment.
2. Customer type
The web sites of the company and any other product brochures or catalogues produced by the Company are intended for use by business customers and not consumers. The Company is a B2B supplier. By ordering, the Customer confirms they wish to obtain the Supplies for the purposes of their business and not as a consumer.
All Orders are accepted by the Company subject to and in accordance with these Conditions. Conditions override and exclude any terms or conditions in or referred to in any negotiations or course of dealing between the Company and the Customer or set out in the these Conditions or any other document produced by the Customer.
If there is any conflict between:
the other provisions of the company's web sites or catalogues these Conditions; or
the provisions of any Order and these Conditions, then these Conditions will prevail unless a Director of the Company agrees otherwise in writing.
Together with any terms accepted by the Company in connection with an Order these Conditions constitute the entire agreement between the Company and the Customer in relation to any of the Supplies ordered. No variation to these Conditions is permitted unless expressly authorised in writing by a director of the Company.
The Company reserves the right to decline to trade with any company or person.
5. Handling charge
The company reserves the right to make a small order handling charge on all orders not meeting a minimum amount specified by the Company on it's web site or catalogues.
Delivery of Tangible Goods
The Company will use all reasonable endeavours to despatch Tangible Goods ordered Monday to Friday before 2pm on the same day and all Tangible Goods ordered after such times the next working day, provided that those Tangible Goods are in stock. Such deliveries are usually offered free of charge but the Company reserves the right to charge for delivery of certain items, for example any small order handling or carriage charges
Delivery will be made to the address specified by the Customer.
Delivery of All Goods
The Company may use any method of delivery available to it. The Company will use reasonable endeavours to meet delivery and/or performance estimates but in no circumstances shall it be liable to compensate the Customer for non-performance, non-delivery, or late delivery or performance.
Time for delivery and/or performance will not be of the essence and the Company reserves the right to delay despatch for a number of reasons, including any procedures to ensure that payment in full has been received in cleared funds. Where despatch is delayed for such reasons, the Company will use reasonable endeavours to inform the Customer
7. Required inspections, defects and any non-delivery
The Customer must inspect any Goods as soon as is reasonably practicable after delivery and the Company shall not be liable for any defect in any of the Supplies unless written notice is given to the Company within 7 calendar days of the date of inspection.
The quantity of any:
consignment of Tangible Goods, as recorded by the Company upon despatch from the Company's place of business; or shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide evidence to the contrary that is reasonably satisfactory to the Company.
The Company will not be liable for any non-delivery of Goods unless written notice is given to the Company within 7 calendar days of the date when Goods should have been delivered in the ordinary course of events. The liability of the Company for non-delivery or non-performance or for Goods notified as defective notified as defective following performance will be limited to replacing the defective Goods within a reasonable time or to refunding the price paid in respect of such defective Goods.
Prices for Supplies are in GBP £ sterling and are exclusive of VAT. The Company has used all reasonable endeavours to ensure that prices for Supplies are accurately set out in the web site and any catalogues but reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an Order is accepted.
All sums payable by the Customer where any Supplies are provided by the Company to the Customer that are subject to VAT, the Customer shall pay an amount equal to such VAT (in addition to any other consideration payable by the Customer) to the Company and the Company shall (where required by applicable laws) issue an appropriate VAT invoice to the Customer.
Payment via the company's web sites shall be made, at the time or ordering, via a credit or debit card accepted by the company's payment portal such as PayPal.
The Company reserves the right to charge for copy invoices or credit notes at the rate of £1.00 per copy where the original has been lost or misplaced by the Customer.
The Company operates a 21 calendar day return policy. To be accepted for return on this basis, Goods should be returned for receipt by the Company within 21 calendar days of despatch.
Prior to returning any Goods to the Company for any reason, the Customer must contact the Company to obtain a returns material authorisation number (‘RMA').
All Goods are returned at the Customer's risk and expense and should be undamaged and in their original packaging. The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return.
The Customer should return Tangible Goods to the quoted address of the company clearly quoting the returns material authorisation number (RMA), Customer's account number and Order number on the outside of the package.
Any Goods returned after 21 calendar days of despatch as ‘unwanted' or ‘incorrectly ordered' may be accepted at the discretion of the Company, but will be subject to a minimum restocking fee of 20% of the invoice value of the Goods or £10, whichever is the greater.
11. Consumer contracts regulations
Customer demonstrates conclusively that he or she purchased Supplies as a consumer, as defined in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the Customer may, provided he or she has taken reasonable care of the Goods, return the Goods and be repaid the price paid in respect of them within 21 calendar days of their delivery. To return Goods on this basis, the Customer must notify the Company in writing and return the Goods, in their original packaging, within the 21 calendar day period to “address specified by the Company clearly quoting the returns material authorisation number (RMA), Customer's account number and Order number on the outside of the package.
Goods should be returned within the return policy time period with proof of posting and with postage tracking enabled and the Customer is responsible for payment of all postage costs. In respect of certain Goods the Company may prefer to arrange collection itself and, if requested, the Customer will allow the Company to collect the Goods and will assist in the arrangements for the Goods' collection. All reasonable costs of collection will be borne by the Customer. The Customer is responsible for the care and custody of the Goods pending their return or collection. Following receipt of Goods which comply the Company will refund to the Customer the price paid in respect of the Goods.
All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions, capacity or other details including, without limitation, any statements regarding compliance with legislation or regulation (together “Descriptions”) wherever they appear (including without limitation in the web site or catalogues, on data sheets, application notes, despatch notes, invoices or packaging) are intended to give a general idea of the Supplies, but will not form part of the Contract.
13. Risk and ownership
Risk in the Goods
The risk of damage to or loss of Goods will pass to the Customer:
In respect of Tangible Goods, when the Tangible Goods are unloaded from the Company's carriers at the Customer's premises.
14. Quality Assurance
All Goods detailed on the web site(s) on in any Catalogues have been processed in strict accordance with standard quality procedures approved to BS EN ISO 9001: 2000, unless indicated otherwise on the despatch documentation. Further details can be obtained from the Company's group websites at the time of ordering.
15. Performance and fitness for purpose
Unless any performance figures, tolerances or characteristics have been specifically and expressly warranted by a director of the Company in writing, the Company accepts no liability for any failure of any of the Supplies to comply with such criteria, whether attributable to the Company's negligence or otherwise.
The responsibility for ensuring that Supplies are sufficient and suitable for a particular purpose is the Customer's, unless specifically stated in writing by a director of the Company. Any advice or recommendation given by an employee of the Company which is not confirmed in writing by a director of the Company is acted on entirely at the Customer's risk and the Company shall not be liable for any such advice or recommendation which is not so confirmed.
The liability of the Company to the Customer, should any warranty, statement, advice or prove to be incorrect, inaccurate or misleading (the “Inaccurate Statement”), will be limited to the refund of the price paid for any part of the Supplies about which the Inaccurate Statement was made or, at the Company's option, the supply of replacement Supplies which are sufficient and suitable.
At the Company's option, it may replace Tangible Goods which are proved to the reasonable satisfaction of the Company to be damaged or defective due to faulty materials, workmanship or design. However, this obligation will not apply:
if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Company; because the Customer did not follow the manufacturer's instructions for storage, usage, installation or maintenance of the Goods; if the Customer has failed to notify the Company of any defect where the defect should have been reasonably apparent on reasonable inspection; or if the Customer fails to notify the Company of the defect within 12 months (or such other period as the Company shall specify at the time of acceptance of the Order for the Supplies) of the date of despatch of the Goods or performance of the Services even if the claimed date of inspection occurs after this period.
Any replacement Supplies provided or Goods repaired under will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Supplies. Any Goods which have been replaced will belong to the Company.
The Company's sole obligation and the Customer's sole remedy for defective Supplies and is accepted by the Customer in substitution for all express or implied representations, conditions or warranties, statutory or otherwise, as to the satisfactory quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or the standard of workmanship of the Services and all such representations, conditions and warranties are excluded.
17. Exclusion of Liability
The Company does not exclude its liability to the Customer:
For breach of the Company's obligations under section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
For personal injury or death arising as a result of the Company's negligence;
under section 2(3) of the Consumer Protection Act 1987; for any matter which it would be illegal for the Company to exclude or to attempt to exclude its liability; or for fraud or fraudulent misrepresentation.
Except as provided Conditions relating to Inspection, defects and non-delivery, performance and fitness for purpose and Warranty/Guarantee the Company will be under no liability to the Customer whatsoever (whether in contract, tort, (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct loss or pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts and like loss or for any loss or damage which is not a reasonably foreseeable result of any breach of these Conditions howsoever caused or arising out of or in connection with:
Any of the Supplies, or the manufacture, sale, performance or supply or failure or delay in performance or supply of the Supplies by the Company or on the part of the Company's employees, agents or sub-contractors;
any breach by the Company of any of the express or implied terms of the Contract;
any use made or resale or on-supply of any of the Supplies or any product incorporating any of the Goods or developed using the Supplies;
any acts or omissions of the Company at the Customer's premises;
any statement made or not made or advice given or not given by or on behalf of the Company, including as to compliance with legislation or regulation; or otherwise under the Contract.
The Company hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations, express (or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favour of the Customer.
The Company's total liability in contract, tort, (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to repairing or replacing Goods or in the case of Services, re-performing the Services or, at the Company's option, refunding monies already paid in respect of the Supplies. Each of the Company's employees, agents and sub-contractors may rely on and enforce the exclusions and restrictions of liability in Conditions in that person's own name and for that person's own benefit.
18. Intellectual property rights
The Supplies in this web site or catalogue may be subject to the intellectual and industrial property rights including patents, knowhow, trademarks, copyright, design rights utility rights, database rights and or other rights of third parties. No right or licence is granted to the Customer, except the right to use the Supplies or re-sell the Goods in the Customer's ordinary course of business
The Company shall have no liability whatsoever in the event of any claim of infringement of any such rights howsoever arising.
The Company owns full copyright in respect of this web site or catalogue and its reproduction in whole or part is prohibited without the Company's prior written consent.
19. Use of Personal Data
In the event that the Company sends promotional material to the Customer in relation to Goods or Services available from the Company, these Conditions shall apply to all Supplies purchased from such material.
21. Country of origin
Unless otherwise confirmed by the Company in writing, nothing in this web site or catalogue is to be taken as representation of the source of origin, manufacture or production of the Goods or any part of them.
22. Force majeure
The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Company's obligations under a Contract if the delay or failure was due to any cause beyond the Company's reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, terrorist attack, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.
23. Legal construction
All Contracts and non-contractual disputes shall be governed by and interpreted in accordance with English law and the Customer submits to the jurisdiction of the English Courts, but the Company may enforce such Contract in any court of competent jurisdiction.
Any provision of these Conditions which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions of Supply and the remainder of such provision shall not be affected.
Failure by the Company to enforce or partially enforce any provision of these Conditions will not be constrained as a waiver of any rights under these Conditions of Supply.
The Company shall be entitled, without the consent of or notice to the Customer, to assign the benefit, subject to the burden, of these Conditions and/or any Contract to any of its holding companies, its subsidiaries, or the subsidiaries of any of its holding companies (“holding company” and “subsidiary” being as defined in section 1159 of the Companies Act 2006) at any time.
Except as set out in Condition 17, the parties to the Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.