TERMS AND CONDITIONS
These terms and conditions apply to all proposals, quotations and agreements, made by or entered with Digital Stout Innovation & Trading FZE (the Supplier). No variation, modification or addition to these conditions shall be accepted by or is binding upon the Supplier unless agreed in writing by an authorised representative of the Supplier.
QUOTATIONS & PROFORMA INVOICES
A quotation or Proforma Invoice is no longer valid if a change occurs in respect to the circumstances under which the Quotation or Proforma Invoice was based, this includes product availability, specified validity, cost of goods, shipping rates and condition of the products.
All technical specifications stipulated on the Supplier’s proposal will take precedence at the time of order. Any deviation, irrespective of reference contained in the Buyer’s enquiry, order form or other means of communication, are overridden and the Buyer’s order is entered in to contract under these terms and conditions only, unless expressly agreed upon in writing between the authorised representatives of the Buyer and Supplier.
Sales brochures, price lists and other promotional material issued by the Supplier are subject to revision without notice and do not constitute as quotations.
The terms of the order will only be accepted under those contained in the Supplier’s Quotation and/or Order Acceptance issued by an authorised Supplier representative.
All Buyer’s orders shall be deemed to be accepted by the Supplier only after a written confirmation by the Supplier's authorised representative has been issued.
Performance of the contract by the Supplier is subject to the availability of goods and materials at the time of the order. The Supplier will not be held liable for any changes outside their control, this includes final product availability and lead time, cost of goods, shipping rates and other force majeure. The Buyer will be notified in writing at the earliest of any such changes.
Any typographical, clerical or other accidental errors or omissions in any Sales brochures, Quotations, Price lists, Proforma Invoices, Order acceptance, Invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
An order may only be cancelled under written agreement of the Supplier. The penalties applied will be deemed by that of the ultimate supplier/stockist. This may include, but is not limited to, restocking fees, return shipping charges and related costs, full unit cost, handling charges. Goods which have had the seal broken, or which have been tampered by the Customer, cannot be returned. All returned goods will be subject to inspection for return.
Goods that have been specified by the Supplier as non-returnable will not qualify for return/restock.
Illustrations, photographs or descriptions whether in catalogues, brochures, website, price lists or other documents issued by the Supplier are intended as a guide only and shall not be binding by the Supplier.
PRICES & PAYMENT TERMS
All prices stated by the Supplier are exclusive of VAT (VAT itemised separately when applicable). Any prices shown on any literature, e.g. price lists, catalogues, website etc. are for general guidance only. The Supplier reserves right to vary these prices at any time as per the current rates.
The price of the goods and services shall be the value set in the Supplier’s validated Quotation and Proforma Invoice and subsequent Tax Invoice.
Unless any special terms are agreed in writing between the Customer and the Supplier, the Supplier shall invoice the Customer for the price of goods and services on or at any time after delivery. Goods that are to be collected (ex-works) will be invoiced from the date of notice for collection. Invoices cannot be amended once issued.
The Customer shall pay the price of the goods (less any discount or credit allowed by the Supplier) in accordance with such credit terms as agreed in writing between the Customer and the Supplier in respect of the contract. Payments that are to be settled in advance, for the amount stated in the Proforma Invoice, must be paid within 3 days from the date of Proforma Invoice issuance.
Customer’s with deferred payment terms, payment shall be made on or before the due date. If payment is delayed, the Customer is in default, without a notice of default being required. While the Customer remains in default the Supplier retains the right to withhold delivery of further goods and services, paid or unpaid; revoke agreed payment terms with immediate effect; cancel and/or refuse any existing or future orders.
All payment terms are subject to approval of a completed signed and stamped payment deferment request form (PDRF).
PDRF’s may be denied at the discretion of the Supplier, without further justification.
SHIPPING & DELIVERY
All quoted delivery times are subject to delay for reasons outside the control of the Supplier. These conditions my be due to, but not limited to, delay in production, depletion of stock, quality control failure, shipping delays due to natural disasters, damage/loss during transit and customs clearance. Delay may also occur if the Customer fails to provide correct delivery instructions, documents, licences, consents or authorisations required for delivery. In all such cases, the Supplier is not liable to any penalties of any kind. Cancellation of order due to delay will not be accepted, unless agreed prior.
Delivery of the goods shall be made by the Supplier under the Incoterms specified on the Quotation or Proforma Invoice to the agreed location. The Supplier will provide the Customer with notice of package details and courier tracking information. Failure to take delivery may lead to additional costs being incurred for re-delivery and/or storage charges for oversized goods. All charges, in such cases, will be borne by the Customer.
The goods shall remain the property of the Supplier until the Supplier has received payment in full for the goods.
The Supplier reserves the right to repossess any goods in which the Supplier retains title without notice.
The Customer’s right to possession of the goods in which the Supplier maintains legal and beneficial title shall terminate if:
the Customer commits or permits any material breach of their obligations under these Terms and Conditions;
the Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
the Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors, a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
The Customer unreservedly agrees to comply with the Law of the land and will not misuse the delivered product. Will not resupply any goods to embargoed countries and entities or use goods in manufacturing of banned or illegal products.PDRF’s may be denied at the discretion of the Supplier, without further justification.
RETURNS & WARRANTY
The Customer is at obliged to inspect the goods upon receipt and notify the Supplier, in writing within seven days of taking delivery, of any items which have been incorrectly supplied, discrepancies in ordered quantity or of any damaged goods.
Products found to be defective that are within the warranty period, are eligible for claim. Warranty claims must be made in writing along with the complete nature of fault in which it was discovered. Videos and photographs of malfunction is encouraged to support a claim. In so required, the Customer must provide the Supplier with on-site access to where the fault occurred to investigate a claim or to further investigate the cause of fault. Failing to comply will render the claim, and all future claims, disqualified for warranty.
All warranties are void if the defect arose as a result of damage, misuse, modification, hazardous conditions beyond the products intended environment, incorrect installation or operation by the Customer of which the product is designed to perform.
If it is established that a claim is groundless and a defect has arisen due to inappropriate use, the costs that incurred as the result of inspection & testing and any transport costs, are to be borne by the Customer.
Corrective action of valid claims will be in accordance of the ultimate supplier/manufacturer’s warranty policy. This may be: a) Repair of goods b) Replacement of goods c) Refund the price of goods.
The Supplier is not liable to any losses in production, damage to other prperty, delays of Customer deadlines or the like, as a result of a warrantied product before claim, during the claim process or anytime thereafter.
The Supplier shall only be liable where goods delivered by the Supplier suffer damage in transit. In such an event, the Customer may refuse delivery and must inform the Supplier of their findings within 24 hours.
The guarantee of the goods is valid for a period of 12 months, unless specified otherwise, from date of Invoice. In the event of a warranty claim, the warranty period remains from the date of initial Invoice and any remaining days will continue during the rectification period and thereafter until the expiration of the warranty timeframe.
The Supplier shall not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of the contract (or these Terms and Conditions), be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s employees or agents or otherwise) which arise out of or in connection with the supply of the goods and services.
The Customer shall indemnify the Supplier against all damages, costs, claims and expenses arising out of loss or damage to any equipment (including that of third parties) caused by the Customer, its agents or employees.
The Supplier shall not be liable to the Customer or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
The Supplier may assign the Contract or any part thereof to any person, firm or company without the prior consent of the Customer.
The Customer shall not be entitled to assign the Contract or any part thereof without the prior written consent of the Supplier.