Updated May 21st, 2023
CLAUSE 1: IMPLEMENTATION
These sales, delivery and payment conditions shall apply to all De Ronde Holdings Ltd quotations for goods and services, all orders given to us and all contracts concluded with us unless both parties explicitly declare in writing that these conditions or a specified clause or part clause thereof are not applicable to the contractual relationship. Amendments may be made only with the agreement of both parties in writing. Any references made to the customer’s own conditions shall not incorporate such conditions into any contract. Undertakings given by De Ronde Holdings Ltd verbally are not binding until De Ronde Holdings Ltd confirms such undertakings in writing. Nothing in the acceptance of any order shall create imply or grant rights or any other course of dealing.
CLAUSE 2: OFFERS AND ACCEPTANCE
Our quotations are an invitation to place an order and do not create a binding contract. Any order must be placed in written form by the customer. An order shall not oblige us to fulfil anything beyond the contents of our related quotation and our conditions of sale unless agreed by us in writing. Our written acceptance of the order creates the contract and the customer shall remain bound thereto. Our quotations are open for acceptance for the period stated therein or, when no period is stated, for ten days after the date of issue. Information on De Ronde Holdings Ltd’s products and services in advertisements, brochures and social media are not to be regarded as an offer or binding in any other sense.
CLAUSE 3: PRICES
Prices quoted exclude VAT and other duties levied by governments. Prices for Goods are based on FOB to the destination stated in our quotation. If after our acceptance of the order, any of the constituent price factors increase, we reserve the right to adjust our prices accordingly. If as a result of any delay that is the responsibility of the customer we incur losses the customer shall accept a supplementary charge to cover such losses. We reserve the right to vary the price where the customer requests modifications to the specification of services or goods quoted for. Packing, carriage, sea freight, customs dues, duty and insurance charges are incorporated in the selling price unless otherwise stated in writing. Where air freight is requested, this will be billed as an additional charge. FOB terms are in conformance with the latest Incoterms version issued by the International Chamber of Commerce.
CLAUSE 4: ACCEPTANCE
In accepting these terms the customer acknowledges the importance of preserving our good name and reputation.
CLAUSE 5: CANCELLATION
We allow a two working day “cooling off” period from the date of our written acceptance within which time a request for cancellation of the order must be notified in writing. Cancellation will be accepted as binding only on written acceptance by us. In the event of a breach by the customer of these terms and conditions we reserve the right to cancel the order or any part thereof without liability for loss or damage of any kind resulting from such cancellation.
CLAUSE 6: PACKING AND QUANTITIES
Unless otherwise specified in our quotation packing of goods or documents will be in accordance with our standard practice. Slight deviations to quantities (under or over) within normal custom and practice will be accepted by the customer and will be adjusted for in our final invoice.
CLAUSE 7: DESIGNS, SPECIFICATIONS AND PROTO OR PRE-PRODUCTION SAMPLES
All designs, samples and specifications including estimates, drawings, measurements or any other document drawn up or made available by us shall at all times remain our property until paid for in accordance with the terms of the order and should be returned to us if requested. Nothing may be copied or imitated or given to third parties. Only data actually stated in our acceptance of order shall be binding. Where proto or pre-production samples of goods are required by the customer as part of a design contract, the customer is liable to pay for these samples if the customer decides not to place an order for goods. All other specifications, calculations and statements given by us with regard to dimensions and/or expected performance of the goods to be supplied by us are only supplied by way of non-binding information. Slight deviations within the customary tolerances shall not, however, constitute any reason for claiming compensation or cancellation of the order on the part of the customer. The customer is responsible for the accuracy of any information supplied to us.
CLAUSE 8: DELIVERY
Delivery of goods or services shall be by the date stated in our acceptance of the order. Should information be necessary for carrying out the order or if certain legal formalities be required, the delivery time shall not commence until the required information is in our possession or the legal formalities required have been fulfilled. If any deposit payment is required by us when placing the order, the delivery time shall not commence until the date on which such payment is received by us. The delivery time stated by us shall not be binding on us, but we shall do our utmost to observe this as punctually as possible. Late delivery will not entitle the customer to compensation, to refuse the goods or to dissolve the agreement, either wholly or partly. Any time described as an estimate shall not be construed as a fixed time quoted for the purpose of this clause. The customer will provide sufficient instructions to enable us to deliver the goods or services within two working days after notification that the goods or services are ready. If the customer does not take delivery or arrange for storage of goods, we shall be entitled to arrange storage and all charges for storage, for insurance or for demurrage shall be payable by the customer. It is the responsibility of the customer to ensure that delivery of the product falls within the parameters of their requirements for sale. Force Majeure; war, civil commotion, fire, floods, state interferences, confiscation, strikes, lockouts, any other causes beyond our control shall in any case discharge us from any obligation to observe the delivery time as long as the impediment concerned continues to prevail.
CLAUSE 9: PAYMENT
Orders for goods or services will be invoiced as follows, fifty percent with order and the balance on advice of readiness of dispatch for the goods or services. Payment terms are immediate on receipt of invoice. Any variation from these terms will confirmed as agreed in our acceptance of order. The customer shall comply in all respects with these terms. If, for reasons which are the customer’s responsibility we are unable to deliver the goods when ready for dispatch, we shall have the right to be paid in conformance with the delivery time agreed and related payment terms. In case of non-payment the customer shall be regarded as being legally in default and we shall have the right to charge, without giving notice of default or going to court, interest at the published Bank of England base rate plus eight per cent as well as all costs incurred by us in collecting the contract price, including all costs of legal proceedings and execution, without prejudice to any further rights accruing to us. All payments should be made without any deduction or setting off. If payments are not made punctually on the date agreed upon, if a petition is filed for bankruptcy, or proceedings are started for the liquidation or winding up of the customer’s affairs, a claim for complete payment shall become effective immediately without prejudice to any further rights accruing to us. Notwithstanding that the customer takes possession of the goods or services property and title to the goods or services shall not pass to the customer until all payments have been received in full. Any claims, whatsoever with regard to the delivery or execution of the order, shall not release the customer from the obligation to pay in the manner agreed upon.
CLAUSE 10: PASSING OF RISK AND OWNERSHIP
Immediately after delivery, the risk for all direct and consequential damage to the goods passes to the customer, unless the damage can be proved to be caused by fault of negligence on our part. In the latter case the customer must advise us within seven working days.
CLAUSE 11: QUALITY
Where pre-production samples of goods are required by the customer the customer is responsible for approval of these samples prior to the commencement of manufacture. Goods are inspected and are submitted to standard sample quality checks before dispatch. If quality checks other than these are required and are not specified in our quotation, they will be charged for. The customer is responsible for the goods ordered being sufficient and suitable for the customer’s purpose.
CLAUSE 12: DEFECTS AND GUARANTEES
On receipt of the goods or services it is the responsibility of the customer to ascertain whether the goods or services are correct in every way and meet the description of the items ordered. Defects or shortages must be notified within seven working days. Our liability under this clause shall be instead of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the goods or services, and save as provided in this clause we shall not be under any liability, whether in contract, tort or otherwise, in respect of defects in goods or services delivered or for any injury damage or loss resulting from such defects. If the above mentioned seven day period has expired, any claims regarding defects shall lapse.
CLAUSE 13: INTELLECTUAL PROPERTY
The customer shall warrant that any design or instruction given by the customer shall not cause us to infringe any Letter Patent, Registered Design, Trade Mark, or Copyright in the execution of the customer’s order. No indemnity is given to the customer against any claims of infringement of Letters Patent, Registered Design, Trade Mark, or Copyright published at the date of the contract, arising from the use or sale of the goods supplied by us and against all damages for which the customer may become liable in any such action. The customer shall not without our prior written consent disclose to third parties or use the know-how provided in connection with the execution of the order. All know-how whether supplied or made available to the customer by us shall remain or become our property and may be used at our discretion.
CLAUSE 14: LIABILITY
The liability of De Ronde Holdings Ltd is limited to the performance of the undertakings in clauses 6, 8, 9, 10, 11 and any undertakings specifically included in our quotation and acceptance of order. De Ronde Holdings Ltd is excluded from all other liability and other consequential loss or damage suffered in connection with third parties. The customer is obliged to indemnify De Ronde Holdings Ltd against all potential third party claims to which we refer in these conditions.
CLAUSE 15: ACCIDENTS AND DAMAGE
If we or our agents are at the customer’s premises for the purposes of the contract then we will indemnify the customer against direct damage or injury to the customer’s property or person or that of others occurring while we are working at the premises to the extent that it is caused by our negligence or our agents, by making good such damage to property or compensating personal injury. However our total liability for damage (including damage caused by our breach of contact, tort or breach of statutory duty) shall not exceed £1,000,000 (Sterling). We shall not be liable to the customer for any loss of profit or of contracts or, save as aforesaid, for any loss, damage or injury of any kind whatsoever, and whether caused by our breach or contract, tort, breach of statutory duty or otherwise whatsoever.
CLAUSE 16: FORCE MAJEURE
In addition to Clause 6 these conditions consider as force majeure every occurrence, irrespective of the intention of De Ronde Holdings Ltd, whether foreseeable or not at the time that the contract was entitled into that prevented De Ronde Holdings Ltd from complying with the contract temporarily or permanently.
CLAUSE 17: POSTPONEMENT AND AVOIDANCE
In the event of force majeure, De Ronde Holdings Ltd is entitled either to defer our obligations under the contract for up to 6 months or to terminate the contract wholly or partly, having given due notice. In such circumstances De Ronde Holdings Ltd will not be liable for any loss or damage suffered. In the case of either deferment or termination De Ronde Holdings Ltd is entitled to immediate payment for any services, materials and goods that were allocated or produced in order to fulfil the contract, such payment to be reasonably determined. In the case of termination the customer is entitled to any goods paid for. If the customer does not fulfil all obligations in connection with the agreement, or if there is good reason to believe that the customer will not perform his obligations, or in the case of bankruptcy, composition with creditors or liquidation, De Ronde Holdings Ltd is entitled without notice to defer our obligations under the contract for up to 6 months or to terminate the contract wholly or partly, without being liable to pay compensation or damages.
CLAUSE 18: SEVERABILITY
If any term or provision in whole or in part shall be held by any court of competent jurisdiction to be illegal or unenforceable under any enactment or rule of law such term or provision or part shall to that extent be deemed severable and not to form part of these terms and the validity and enforceability of the remainder of the terms shall not be affected
CLAUSE 19: NOTICES
Any notices, demands or other communication required or permitted to be given under or in connection with these terms shall be given in writing and shall only be permitted if either sent by e-mail to the designated e-mail address of the company or sent first class post within the United Kingdom to the registered office in which case service is deemed to be made on the second business day after the date of posting.
CLAUSE 20: APPLICABLE LAW
The relationship between each party will be governed by the laws of England