TERMS & CONDITIONS OF SALE

DEFINITION OF TERMS

DIYphones is a division of Onyx Holdings Limited are herein referred to as 'The Company'. The 'Order' shall mean a purchase order in respect of goods or services issued by the Customer to DIYphones. The person, or company purchasing goods or services from DIYphones, shall herein be referred to as ‘The Customer’. 'These Conditions' shall mean the terms and conditions of sale set out in this document. The subject matter of the contract including, but not limited to all equipment, spare parts or other goods are herein referred to as ‘The Goods’ and 'Services' shall mean repairs or services provided to the Customer by DIYphones

Unless otherwise stated in writing, the following conditions shall apply:

1. QUOTATIONS AND ACCEPTANCE

• Quotations are valid for thirty days and represent no obligation until the Customer's order is accepted.
• Quotations for important goods are based upon current rates of exchange of Sterling with foreign currency and where applicable this rate will be shown on the quotation. Quotations and acknowledgements of order for goods thus indicated are therefore approximations only and will be invoiced at prices based upon the rate of exchange prevailing on the date of invoice.
• It is the responsibility of the Customer to ensure that the specifications for goods ordered as shown on the Company Acknowledgement of Order are complete and correct for the intended application.-
• Written confirmations of orders placed by telephone must be clearly marked as such and must also show the Company reference number quoted to the Customer. The Company is not bound to accept back any goods supplied in a duplicate delivery in the belief that the document was an original order.
• In the event of an inconsistency between the Company's conditions and those of the Customer, the Company's conditions shall prevail.
• Quotations for manufactured goods are based upon current costs of raw materials and are therefore approximations only. Manufactured goods will be invoiced at prices based upon the cost of raw materials prevailing on the date of invoice.
• The Company’s quotations are not binding on the Customer and the Contract will only come into being upon acceptance by the Company of the Order and these Conditions shall be deemed to be incorporated in the contract.

2. PRICE AND DELIVERY

• Prices quoted do not include V.A.T.
• Delivery is by first-class mail or road carrier at the discretion of the Company to any destination within the United Kingdom. Where special transit arrangements are made, these will be charged for at cost. C.O.D. charges where applicable will be added to the price of goods.
• Exported goods are subject to freight charges at cost or shipped F.O.B. from an airport within the United Kingdom.
• Export documentation where charged will be as indicated in our quotation.
• Any delivery period quoted is an estimate only and commences from the date of the Company's acknowledgement of order. Provided that the Company takes all reasonable steps to ensure that the goods are delivered by the date stated the Company shall be under no liability for failure so to do.
• Save where different conditions are stated therein all export contracts shall be in accordance with INCOTERMS 1980 Edition or any amendment thereof for the time being in force at the date of the Contract.
• Unless otherwise expressly agreed, the price payable for the goods and services shall be the price shown in the current price list of The Company at the date of despatch of the goods from The Company's premises or the date of performance of the services.

3. TITLE AND RISK

• Ownership of goods the subject of an order shall not pass to the Customer until the invoice price is paid in full.
• Risk in the goods shall pass upon delivery to the Customer.
• The Customer is required to inspect the goods on receipt and to notify The Company of any defects or complaints within 48 hours of receipt.
• Where credit facilities are granted, The Customer is permitted by The Company to use or to agree to sell the goods provided that the entire proceeds of any such sale of goods are held in trust for The Company and are at all times identifiable from other monies so held and are not paid into an overdrawn bank account.

4. PAYMENT

• Payment shall be made at the time of order unless credit facilities have been granted in which case of UK deliveries payment shall be due thirty days from the date of invoice except where C.W.O.,C.O.D. or other terms are specifically quoted. Any discounts specified by the Company shall apply only where payments are so received. Payment shall not be withheld on account of any claim by the Customer against the company. The Company reserves the right to charge interest at two percent per month compound after the end of the month following that of invoice.
• Unless otherwise agreed, payments for goods for export shall be made by pro forma invoice. The Company shall be under no liability to deliver goods until such terms are agreed by both parties .
• The Company reserves the right to suspend deliveries where payment for any order remains overdue.
• All payments shall be made without deduction or set-off.

5. GOODS DESCRIPTION AND DATA

• The Company's own manufactured goods will be supplied substantially as described but the right is reserved to make design changes which do not reduce their performance, affect their mechanical interchangeability or increase the price. Where the Company is not the manufacturer goods will be supplied to the manufacturer's current specification.
• The Company shall make every effort to ensure the accuracy of literature describing goods but (so far as is permitted by law) accepts no liability in contract, tort or otherwise, for any damages or injury arising directly or indirectly from any error or omission in such literature.
• Subject to the warranty contained in Paragraph 6, all descriptions, drawings, and particulars relating to the goods or services in any catalogues, leaflets, brochures or other documents are for illustrative purposes only and do not form part of the agreement between The Company and the Customer. All representations as to performance of the goods are based on information supplied by the manufacturer of the goods and relate to their performance in normal conditions and when used correctly.

6. WARRANTY

• Within a period of twelve months from the delivery of goods, the Company warrants to refund the price of goods or repair or replace them free of charge at its discretion if any of the goods are found to the Company's satisfaction to be defective owing to faulty design, materials or workmanship, provided that the goods have not been modified or repaired other than by the Company and have been operated, stored and maintained within the Company's recommendations.
• Goods returned to the Company under this warranty shall be delivered to the Company's premises at the Customer’s expense and if found not to be defective (or when the defect is a design or materials) they will be returned to the Customer at its expense and subject to a testing charge of not less than fifteen per cent of the invoice price.
• Under no circumstances will this warranty apply if goods have been found to have suffered mistreatment in any way including but not by way of limitation the soldering of the terminal pins or lugs of items intended to be plugged into a socket.
• The Customer shall inspect the goods and notify the Company of any defects or other non-conformance within 48 hours from the date of delivery.
• The goods shall not be considered defective for the purposes of the Conditions unless:
• they are not in accordance with the Customer’s specification, where this is the agreed specification.
• they do not accord with the company's published information if the Customer's specification is silent in respect of any part of it or if no such information has been published the goods do not conform to standards which the Company considers normal for products of the kind sold at a similar price.
• In the case of goods repaired or replaced by the Company the warranty shall terminate at the end of the original warranty period.
• Any claim against The Company whether in contract or tort shall be limited to an amount by way of liquidated damages not exceeding the invoice value of the goods in respect of which the claim is made.

7. NON-COMPANY MANUFACTURED GOODS

• Non-Company manufactured goods are supplied on the strict understanding that the Company's liability in contract, tort or otherwise, shall in no circumstances extend beyond the liability to the Company of the manufacturer or supplier of such goods. The benefits of the manufacturer/supplier's own warranty or warranty in respect of the goods shall be passed on to the Customer and the Company's own terms of warranty shall be deemed not to apply.
• By agreeing to purchase goods the Customer agrees to comply with the terms of any license granted to the Company in respect thereof and agrees to indemnify the Company and keep it indemnified against any claim made by the relevant licensor against the Company as a result of any act or omission on the part of the Customer.
• Details of the manufacturer/supplier's warranty or warranty and licences if any are available upon request from the Company.

8. FORCE MAJEURE

The Company shall have no liability in respect of failure to deliver or perform or delay in delivering or performing any obligations under the contract due to any cause outside the reasonable control of the Company including but not limited to acts of God, fire, floods, war and civil disturbances or riot, acts of Government, currency restriction, labour disputes, strikes, unavailability of materials or failure of supplier, carrier or subcontractor to deliver On time.

9. PRICE VARIATION

The Company reserves the right to increase the price of goods agreed to be sold in proportion to any increase or costs to the Company where the increase is due to any act or default of the Customer including the cancellation by the Customer of part of any order.

10. STORAGE

When delivery is delayed for reasons attributable to the Customer or its Agents storage and other additional costs will be charged to the Customer and the goods will be at the Customer's risk from the commencement of such delay. The Company reserves the right to invoice the goods at the original delivery date, which shall be the commencement of the warranty.

11. PATENT RIGHTS

• The sale of goods and the publication of literature by the Company does not imply freedom from patent, registered design or other industrial property rights in respect of the goods or information published.
• The Customer warrants that the designs and specifications supplied to it by the Company will not involve the infringement of any patent, registered design or other industrial property rights in the manufacture and sale of the goods by the Company.
• The Customer undertakes to indemnify the Company and keep it indemnified against all royalties, claims, actions, demands, proceedings, losses and costs in connection with any infringement or alleged infringement of any patent, registered design or other industrial property right in the manufacture, sale or application of the goods arising out of or in connection with the matters described in paragraphs a) and/or b) above.

12. TOOLS

Tools made for the manufacture of goods to be supplied under the contract and copyright therein remain the property of the Company notwithstanding that the Customer may have been debited with any sum in respect of their cost.

13. CUSTOMER'S ITEMS

Items supplied by the Customer shall be of suitable quality and shall be provided free of charge in sufficient quantities and at the times required by the Company. Any defect in items supplied by the Customer shall not entitle the Customer to rescind the contract, reject the goods, make deductions from the contract price or claim damages in respect of such defect and the Customer shall indemnify the Company and keep it indemnified from and against all action, demands, claims, proceedings, losses or costs arising from the supply of defective items by the Customer.

14. LIMITATION OF LIABILITY

The Company shall not be liable in contract, tort or otherwise, for any loss or damage suffered by the Customer whatsoever or howsoever arising out of or in connection with the supply of goods or services by the Company other than to supply goods conforming to the original agreed specification or at the option of the Company to refund the Customer any moneys already paid in respect of the goods.

15. ORDER CANCELLATION AND AMENDMENT

• Cancellations of or amendments to orders for goods requested by the Customer to be on express or faster than normal delivery will not be accepted. Acceptance or a cancellation of or amendment to orders for goods requested by the Customer to be on normal delivery shall be at the discretion of the Company and is subject to a change, which the Company shall notify to the Customer.
• Amendments by the Customer to orders which involve a reduction in the order quantity are subject to an increase in price to that which is relevant to the quantity requested by the amendment.
• No cancellation of an Order by the Customer shall be valid unless made in writing and accepted in writing by The Company.

16. RETURNED GOODS

• Except under the warranty in Clause 6 no returns are permitted without the Company's prior consent.
• If the Company agrees to accept returns other than under the warranty in Clause 6 the goods must be returned in original condition and if tested by the Company shall be subject to a minimum charge of fifteen percent of invoice price.
• All returns must be at the Customer's expense and must be accompanied by a note of the invoice number against which they were supplied together with a full report if alleged to be defective.

17. TERMINATION

If the Customer commits any breach of the terms and conditions of the contract or suffers distress or execution or becomes insolvent or commits an act of bankruptcy or enters into any arrangement or composition with his creditors or goes or is put into liquidation (other than solely for amalgamation or reconstruction while solvent) or if a receiver is appointed over any part of the Customer's business, the Company may without prejudice to any rights which may have accrued or which may accrue to it terminate the contract summarily by notice in writing.

18 VARIATION

The contract will be subject to these Conditions. All terms and conditions appearing or referred to in the Order or otherwise stipulated by the Customer shall have no effect. No variation of these Conditions is permitted unless expressly accepted in writing by The Company.

19 WAIVER