1. The Contract
1.1 Any Order sent to Dropnoise (“the Seller”) by the customer for the supply of the Seller’s products (“the Products”) will be accepted entirely at the discretion of the Seller and if so accepted will only be accepted upon these conditions (“the Conditions”) and by means of the Seller’s standard order verification form.
1.2 Each Order which is so accepted shall constitute an individually legally binding contract (“the Contract,’) between the Seller and the customer.
1.3 These Conditions shall override any contrary different or additional terms or conditions (if any) contained on or referred to in an order form or other documents or correspondence from the customer and no addition or alteration or substitution of these terms will bind the Seller or form part of any Contract unless they are expressly accepted in writing by a person authorised to sign on the Seller’s behalf.
1.4 The customer acknowledges that it has not been induced to enter into the Contract by any representation made by or on behalf of the Seller other than those contained in the Contract.
Contracts are irrevocable and unconditional without the written consent of the Seller and Contracts resulting from special orders may not be cancelled in any circumstances.
No variation of any Contract shall be valid and binding unless the terms thereof have been agreed in writing by both the Seller and the customer.
4.1 Customers will be invoiced by the Seller at the Seller’s prices ruling at the date of despatch of the Products.
4.2 Prices quoted in the Seller’s quotations or prices lists or online store:-
- a) are (unless otherwise stated) the Seller’s ex-inventory prices and do not include packing in transit insurance or carriage;
- b) are those then current and shall not be binding on the Seller;
- c) do not include Sales Tax or any other tax, levy, duty or surcharge whether imposed before or after making the Contrac
4.3 Seller reserves the right to terminate the Contracts, in the event that a Product has been mispriced in the Seller’s quotations, pricelists or on the Online Sales Platform, in which event Seller shall notify you of such cancellation by giving three days’ notice. The Seller shall have such right to terminate such Contract whether or not Products have been dispatched or are in transit and whether payment has been charged to you.
5. Specification and Material
5.1 All Products will be supplied to the Seller’s specifications current at the date the manufacture of the Products starts.
5.2 Products will be made from the Seller’s standard materials but, if, for any reason, such materials are unavailable, the Seller reserves the right to substitute the most suitable alternative that can be obtained at the time of manufacture.
5.3 All dimensions, sizes, capacities and graphic representations are approximate and subject to variation and change by the Seller without notice. Critical features must be agreed in advance of placing an order.
5.4 No other specification, descriptive material, written or oral representation, correspondence or statement, promotional or sales literature shall form part of or be incorporated by reference into the Contract.
6. Customer’s specification
Where the Seller supplies Products to a customer in accordance with the customer’s specification, any addition or alteration shall be subject to an extra charge and the customer shall indemnify the Seller against all damages, penalties, costs and expenses to which it may become liable through the infringement of the rights of third parties.
7.1 All orders by the customer must:-
- a) be numbered;
- b) specify the address which the Products are to be delivered (“the place of delivery”);
- c) specify the address to which the Seller’s invoice is to be s
7.2 Orders made by telephone must be confirmed in writing by the customer within 48 hours on order forms marked “Confirmation of telephone order”.
8.1 By agreement between the Seller and the customer orders for the Products may be established for delivery by instalments
8.2 Where Products are delivered by instalments each delivery shall be deemed to constitute a separate enforceable Contract and will be invoiced by the Seller separately.
9.1 All Products supplied by the Seller will be delivered to the customer at the place of delivery.
9.2 You acknowledge that delivery of the Products is subject to availability of the Products. All delivery timeframes given are estimates only and delays can occur. The time for delivery shall not be of the essence, and the Seller (nor any of its agents) shall not be liable for any delay in delivery howsoever caused.
10. Non-acceptance of delivery
If the customer fails to take or accept delivery of the Products in accordance with Condition 9 hereof the price shall nevertheless be paid in accordance with Condition 16 as if delivery had taken place. The Seller shall be entitled to charge the customer for storage, insurance and other expenses reasonably incurred or suffered by the Seller as a result of such failure but the Seller shall not be bound to take any steps for the custody or care of the Products or be liable for any loss or damage suffered by the customer arising there from.
11. Shortage, damage and non-delivery
No claim against the Seller for shortage, damage in transit or non-delivery will be entertained unless:-
- a) non-delivery of the whole consignment of the Products is reported in writing to the Seller and the carrier within 7 days of the date of despatch as notified to the customer in advice note
- b) partial loss damage or non-delivery of any separate part of a consignment is reported in writing to the Seller and the carrier within 3 days of the date of delivery of the consignment or part consignmen
Any times quoted for delivery are to be treated as estimates only and will not involve the Seller in any liability for failure to deliver the Products within such time. Where for any reasons delivery of the Products to the customer is delayed the customer shall take delivery of the Products sold within 3 days of being so requested by the Seller.