Terms & Conditions
“You the Customer” a person or company buying or using Products from DSM Distribution Ltd. “Consumer” a private person or company buying Products for private or business use. “Parity (us, our)” the Product vendor as identified on your invoice and, where relevant, Service Provider. “Integration Material (IM)” 3rd Party Products or Customer Factory Integration (CFI) Software. “Order Confirmation” acknowledgement of Product ordered by you, sent by DSM Distibution Ltd. “Price” stated in Order Confirmation. “Product” as described in Order Confirmation, may include 3rd Party Products and Service Offerings. “Service Offering” as described in Order Confirmation and DSM Distribution Ltd service description document.
“Service Provider” DSM Distribution Ltd or its authorised service experts. “3rd Party Products” stated in Order Confirmation, not branded or manufactured by DSM. “Software” computer operating systems or applications.
2. APPLICATION This Agreement applies to this sale, service and all statements made by DSM in brochures, price lists, adverts, quotations, on the internet or verbally. Variations to this greement must be made by DSM in writing. Any other Terms, Conditions or Purchase Orders are excluded. Placing your order with DSM means acceptance of this Agreement. DSM may change this Agreement at its choosing.
3. ORDERS/CONTRACT Orders are accepted by writing, internet, telephone or fax but are only binding when accepted by DSM Distribution Ltd.
4. PRICE & PAYMENT TERMS Quotations are only valid in writing and during the period that they state. If un-stated, the period is 14 days (10 days for 3rd Party Products). DSM reserves the right to change Products (incl. 3rd Party Products) at any time but DSM guarantees you at least equivalent functionality and performance. Price excludes tax, shipment, insurance and installation. Exchange rates, duties, insurance, freight and purchase costs (incl. for
components & services) may cause DSM to adjust prices. Payment will be made before supply or service or, if agreed, within 30 days of the invoice date. DSM may suspend deliveries or service until full payment. If payment is late, 2% above the minimum lending rate of the European Central Bank on the late amount and the costs of recovery shall be payable by you. Cheques may only be accepted conditionally.
5. DELIVERY/TITLE/RISK The delivery period in the Order Confirmation is approximate. Delivery by instalments may be made. The place of delivery is stated on your Purchase order and our order confirmation. Title to Product passes on full payment and until then you must insure and store our goods separately and you may not modify, pledge or sell them. DSM may enter the storage premises to repossess the goods. Should you sell them before title passes, you will become DSM’s agent and the proceeds of that sale shall be held on our behalf, separately from your general funds. DSM may sue for the Price before title passes. If you refuse delivery without DSM’s agreement, you must pay DSM’s expenses or loss resulting from that refusal, including storage costs, until you accept delivery.
6. ACCEPTANCE When you receive Product you must inspect it promptly and within any statutory reasonable period for Inspection or rejection, if any. After this period, you will have accepted Product. If DSM agrees to the return of Product at its choosing, it must be in its original condition with packaging, a return note and proof of purchase; the return costs may also be payable by you.
7. WARRANTY DSM guarantees to you that DSM branded Products (excl. 3rd Party Products) will be free from defects For 12 months from delivery and spare parts for 90 days from installation. Should Product be defective within this period, DSM will repair or replace Product within a reasonable time. You must allow DSM to examine Product at your or DSM’s
premises (at our choosing). DSM owns any replaced Product or parts. All reasonable care and endeavour shall be used to resolve problems within a realistic period in the circumstances. DSM manufactures and repairs using components, which are new or equivalent to new in accordance with industry standards and practice. DSM does not give a warranty or guarantee protection for:
i. damage caused by incorrect installation, use, modifications or repair by any unauthorised 3rd party or yourself;
ii. damage caused by any party or other external force;
iii. fitness for any particular purpose;
iv. 3rd Party Products, Software and IM specified by you. You will receive the warranty for these products directly from theirmanufacturer or licensor;
v. any instruction given by you and correctly performed by DSM.
8. SERVICES will be provided by DSM or Service Provider. Response times are estimates and may vary according to the remoteness or accessibility of Product location. Service may be provided via telephone or internet where appropriate. If agreed and stated in Order Confirmation, Service Offering may include advice, asset tagging, installation, integration, disposal, training and/or consultancy. Unless stated in Order Confirmation, the following are excluded from Service: items excluded from Warranty, changes to configuration, relocation, preventative maintenance, consumables, diskettes, unnecessary work in DSM’s assessment,
electrical environment, transfer of data or Software, viruses. 3rd Party Products will be repaired according to manufacturer or licensor warranty. Parts not critical to Product function (eg: hinges, doors, cosmetic features, frames) may not be serviced within Service Offering time period.
9. LIABILITY DSM does not accept liability for 1) indirect or consequential loss, 2) loss of business profits, salary, revenue, savings, 3) damage remedied by DSM within reasonable time, 4) loss avoidable by you through reasonable conduct, including backing up all data and following DSM’s reasonable advice generally, 5) all items excluded from the Warranty or by Force Majeure.
10. INTELLECTUAL PROPERTY “IP” DSM indemnifies you from all costs and liabilities from any claim that use of Product infringes any 3rd party IP. DSM may recall and exchange or modify Product or refund you, minus depreciation in this event. You indemnify DSM for any of IM or IP specified or owned by you and integrated into DSM Product
11. LITIGATION DSM is allowed to litigate, negotiate and settle claims and you must assist us at our expense (except where IM or IP specified or owned by you is allegedly infringing) when litigation is directly related to your Product. DSM retains all DSM-owned IP in Product. You must notify DSM immediately of any infringing or unauthorised use of Product or IP in it.
12. SOFTWARE not owned by DSM is supplied subject to licence and warranty of the Software licensor. DSM encloses the Software licence that you require with the Product where necessary; you must comply with that licence.
13. EXPORT CONTROL You acknowledge that Product may include technology and Software which is subject to US and EU
14. SALES All Sales Are Subject to DSM Distribution Ltd Terms & Conditions. At Seller’s Discretion, Product will be repaired, exchanged or credited. Any Discrepancies must be reported within 3 days of receipt. All Non-Defective Returns are subject to a 25% Restocking Fee. No Credit or Returns will be issued after 30 days of product receipt. If Serial Numbers are removed, Warranty is VOIDED. All returns must be accompanied by an authorized RMA number, which is valid for fifteen (15) days after the date of issuance. Any RMA received without authorization will be refused. 15. PAYMENTS Any payments beyond the stated terms may result in the account being frozen and credit line reduced.