Terms and Conditions of Purchase

References to “we” or “us” refer to Design Abled Limited (Company). References to “you” or “your” refer to the supplier of the Goods named in any Order (Supplier). We, the Company, only purchase goods (Goods) under these terms and conditions (Terms). All Goods will be purchased in accordance with the Contract. These Terms are important and should be studied carefully.

  • 1. The Contract
    • 1.1 The Contract means these Terms, the Goods ordered and set out in writing in our order form, or in the Company’s written acceptance of your quotation (Order) and any other amendments or variations agreed in writing (Contract). The Contract will supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between the parties. Any amendments or variations to the Contract will require written authorisation from a director of the Company.
    • 1.2 If you wish to amend or reject the Contract including these Terms or request inclusion of your own terms and conditions you must inform us in writing, any correspondence should prominently refer to your request. For the avoidance of doubt the Company will not be bound by the Supplier’s standard terms and conditions or any other party unless we have agreed in writing to be so bound.
    • 1.3 If there is any contradiction between the Contract documents the following order of priority will apply: (1) any written agreement from us; (2) our Order; (3) these Terms.
    • 1.4 You will be deemed to have accepted these terms unless you contact us in accordance with clause 1.2.
    • 1.5 The Order shall be deemed to be accepted on the earlier of (1) you issuing a written acceptance of the Order (Acceptance of Order); or (2) any performance by you consistent with fulfilling the Order (Performance), at which point and on which date the Contact shall come into existence.
  • 2. Price
    • 2.1 The price of the Goods will be as stated in our Order and, unless otherwise stated, will be:
      • 2.1.1 exclusive of any applicable VAT (which will be payable by us subject to receipt of a valid VAT invoice);
      • 2.1.2 inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery, commissioning of the Goods to the delivery address, and of any duties or levies other than VAT;
      • 2.1.3 payable in pounds sterling; and
      • 2.1.4 fixed for the duration of the Contract.
    • 2.2 We will pay to you a deposit, for the amount we agree with you, upon placing our Order with you. The remainder of the price for the Goods will be paid to you on Performance (Contract Price).
  • 3. Payment
    • 3.1 Invoices for the Goods may be sent to us on, or after, completion of Performance. Each invoice must quote the number from our Order.
    • 3.2 Unless agreed otherwise in the Order, we will pay the remainder of the Contract Price as referred to in clause 2.2 60 (sixty) days from the date on the invoice.
    • 3.3 We may at any time, without limiting any of our other rights or remedies set off any liability owed by us to you, whether either liability is present or future, liquidated or unliquidated and whether or not the liability arises under the Contract.
  • 4. Specifications
    • 4.1 If we order Goods, then unless otherwise stated in writing the Order is deemed to include the supply of all relevant documentation and certification, and of any commissioning of those Goods, necessary to enable the Company to use them for our intended purposes.. The quantity and description of the Goods will be as specified in the Contract.
    • 4.2 You have sole responsibility for complying with all applicable regulations and other legal and regulatory requirements concerning Performance of the Contract, and for ensuring that we can, in compliance, likewise, fully utilise the Goods for their intended purposes
    • 4.3 We will be allowed to inspect any Goods during manufacture and storage upon providing reasonable notice to you. If, as a result of the inspection, we are not satisfied that the quality of the Goods or the standards of their manufacture, storage or handling conforms with the Contract, you will take such steps as are necessary to ensure compliance. If, after that, we are still not satisfied we reserve the right to terminate the Contract without any liability to you.
    • 4.4 If, before Performance of the Contract is complete, we notify you in writing that we require any change to our Order (including as to quality and time frame) you will provide us with a response within two (2) business days which excludes Saturdays, Sundays or recognised public holidays in England (Business Days) to confirm which of the following applies:
      • 4.4.1 If the change reduces your costs you agree to reduce the Contract Price payable by us to fairly reflect this reduction; or
      • 4.4.2 If the change causes an unavoidable increase in your costs to the Contract Price you will provide us the revised Contract Price for our consideration. The parties will then use their reasonable efforts to agree any revision to the Contract Price; or
      • 4.4.3 If the change would mean that you were unable to perform the Contract you must provide details of why you are not able to comply with our request. If the parties cannot reach an agreement to allow our change to be made, we will be free to cancel the Contract without liability to you and seek an alternative supplier.
    • If you fail to respond to us in accordance with this clause 4.4 you will be deemed to have accepted our request to change the Order and the Contract will be varied with immediate effect. You will not be entitled to charge any increase in the Contract Price if you have failed to provide a response however, we will be entitled to any reduction in the Contract Price if your costs reduce in accordance with clause 4.4.1.
    • 4.5 To comply with all legal and regulatory requirements and protect our business we may, from time to time, need, sometimes urgently, information relating to the Goods and as to all relevant activities of any agents, suppliers or sub-contractors of yours. You will meet any request made by us for this information as soon as reasonably possible. You will keep adequate records to provide us with any information required under this clause for at least six years after Performance of your obligations under the Contract. These records must allow us to trace the Goods to their origin. You must also be able to demonstrate that the Goods are compliant with all legal or regulatory requirements and with all obligations under the Contract.
    • 4.6 You will comply with any reasonable requirements we may have as regards the packaging and packing of any Goods, including but not limited to the information to be displayed on packaging or included on dispatch documentation. Subject to this clause 4.6, you will ensure that all packaging, packing, labelling, and documentation is such as to ensure full compliance with legal requirements throughout the scheduled delivery process.
  • 5. Delivery and Risk
    • 5.1 Any Goods will be delivered to the address and on the date stated in the Order, or else under section 5.2, during usual business hours of 9.00am – 5.00pm on Business Days (Business Hours).
    • 5.2 Time will be of the essence for you for all times, dates and periods specified in the Contract or substituted for them.
    • 5.3 A packing note quoting the number of the Order must accompany each delivery or consignment of Goods and must be displayed prominently.
    • 5.4 Where it has previously been agreed that Goods are to be supplied in instalments, the Contract is still to be treated as a single contract. If you fail to deliver or perform any instalment, we will be entitled to treat it as a material breach and terminate the Contract.
    • 5.5 We may reject any Goods which are not fully in accordance with the Contract. We will not be deemed to have accepted the Goods until we have had a reasonable time to inspect or consider the relevant Goods following supply and, in the case of latent defect, a reasonable time after the defect becomes apparent.
    • 5.6 If any Goods are not supplied on or by the agreed date then, in addition to any other remedies available to us, we will be entitled to deduct 1% of the overall Contract Price for those Goods, for every week's delay.
    • 5.7 If you:
      • 5.7.1 deliver less than 95% of the quantity of Goods ordered we may reject the Goods; or
      • 5.7.2 deliver more than 105% of the quantity of Goods ordered, we may at our sole discretion reject the Goods or excess Goods.
    • and any rejected Goods shall be returnable at your risk and expense. If you deliver more or less than the quantity of Goods ordered, and we accept the delivery, a pro rata adjustment shall be made to the invoice for the Goods.
    • 5.8 Risk to the Goods passes to us on delivery.
    • 5.9 Title to the Goods will pass to us on the earlier of the following:
      • 5.9.1 on delivery of the Goods; or
      • 5.9.2 on payment of the Goods in whole or in part.
  • 6. Warranties and Obligations
    • 6.1 Goods
      • 6.1.1 You warrant that the Goods shall:
        • a) correspond with their description and any applicable specification provided. We expect the Goods provided to be of the best standards reasonably to be expected in the market;
        • b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by you or made known to you by us, expressly or by implication, and in this respect we rely on your skill and judgement;
        • c) where applicable, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and
        • d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling, and delivery of the Goods.
      • 6.1.2 You shall ensure that at all times you have and will continue to maintain all the licences, permissions, authorisations, consents and permits that you need to carry out your obligations under the Contract in respect of the Goods.
      • 6.1.3 We shall have the right to inspect and test the Goods at any time before delivery.
      • 6.1.4 If following such inspection or testing we consider that the Goods do not conform or are unlikely to comply with your warranties and undertakings at clause 6.1.1, we shall inform you and you shall immediately take such remedial action as we request and as is necessary to ensure compliance.
      • 6.1.5 Notwithstanding any such inspection or testing, you shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect your obligation under the Contract, and we shall have the right to conduct further inspections and tests after you have carried out its remedial actions.
      • 6.1.6 If any Goods or rights were bought or obtained by you from a third party then any benefits or indemnities that you hold from that other party, in respect of those Goods, will be held on trust for us.
      • 6.1.7 If any Goods do not comply with the Contract, in addition to any of our rights under the Contract, we can, at our sole discretion:
        • a) demand that you repair the Goods or supply replacement Goods within seven (7) days; or
        • b) we can reject the Goods and demand the repayment of any sum already paid for them; or
        • c) we can reject the Goods and you will not be entitled to receive payment for those Goods.
    • 6.2 Goods - General
      • 6.2.1 You warrant when providing the Goods:
        • a) all claims made by you about any Goods are correct and can be relied upon;
        • b) all warranties, conditions and other terms implied by statute or common law in our favour will apply to any Goods bought from you;
        • c) that it is your responsibility to find out from us the purposes that we intend the Goods to be put to (including any applicable deadline affecting us). If you believe any of the Goods may be unsuitable you agree to notify us as soon as possible;
        • d) during the term of the Contract, you shall maintain in force, with a reputable insurance company, suitable insurance to cover any liabilities that may arise under or in connection with the Contract;
        • e) in respect of the Goods, you warrant that you have full clear and unencumbered title to all such items, and that at the date of delivery of such items to us, you will have full and unrestricted rights to sell and transfer all such items to us;
        • f) you assign to us, with full title guarantee and free from all third party rights, all Intellectual Property Rights which includes patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world (Intellectual Property Rights) in the Goods.
        • g) we will own all Intellectual Property Rights in the Goods generated by any development work carried out be you at our request and wholly or primarily at our expense;
        • h) you shall, promptly at our request, do (or procure to be done) all such further acts and things and the execution of all such other documents as we may from time to time require for the purpose of securing for us the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to us in accordance with clause 6.2.1(f);
        • i) you will do anything reasonably required by us, during or after Performance, to perfect any transfer or licence of rights to us or to assist us in registering or authenticating (but not at your cost enforcing or defending) those rights.
  • 7. Indemnity
    • 7.1 You shall keep us indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered incurred by us as a result of or in connection with:
      • 7.1.1 any claim made against us by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of you, your employees, agents or subcontractors; and
      • 7.1.2 any claim made against us by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by you, your employees, agents or subcontractors.
    • 7.2 This clause 7 shall survive termination of the Contract.
  • 8. Liability
    • 8.1 This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and subcontractors) other in respect of:
      • 8.1.1 any breach of the Contract;
      • 8.1.2 any use made or resale of the Goods by us or by third parties on our behalf; and
      • 8.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
    • 8.2 Nothing in this agreement shall limit or exclude our liability for:
      • 8.2.1 death or personal injury resulting from negligence; or
      • 8.2.2 fraud or fraudulent misrepresentation; or
      • 8.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
      • 8.2.4 breach of section 2 of the Consumer Protection Act 1987; or
      • 8.2.5 the indemnities contained in clause 7.
      • Without prejudice to clause 8.2, we not shall be liable to you (your employees, agents and subcontractors), whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, suffered by you that arises under or in connection with the Contract for any:
      • 8.2.6 loss of profit; or
      • 8.2.7 loss of goodwill; or
      • 8.2.8 loss of business; or
      • 8.2.9 loss of business opportunity; or
      • 8.2.10 loss of anticipated saving; or
      • 8.2.11 loss or corruption of data or information; or
      • 8.2.12 special, indirect or consequential damage or loss.
    • 8.3 We will not be liable to you for any delay or failure to perform any of our obligations under the Contract if the delay or failure was due to a cause beyond our reasonable control.
    • 8.4 Without prejudice to clause 8.2, our total liability arising under or in connection with this agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited to 80% of the value of the last Order submitted to you.
  • 9. Confidentiality
    • 9.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business, its products and services which the Receiving Party may obtain. The Receiving Party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Receiving Party may also disclose such of the Disclosing Party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. By way of illustration only, you may not use such information to help our competitors, poach our staff or disparage our reputation.
    • 9.2 This clause 9 shall survive termination of the Contract.
  • 10. Force Majeure
    • 10.1 Neither party shall be liable in damages or have the right to terminate the Contract for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected (excluding strikes, lockouts or other industrial disputes of the Contractor) (Force Majeure Event).
    • 10.2 You shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the Performance of its obligations.
    • 10.3 If the Force Majeure Event prevents, hinders, or delays your Performance more than 14 days’ we may terminate the Contract immediately.
  • 11. Termination
    • 11.1 Without limiting our other rights or remedies, we may terminate the Contract in respect of the supply of Goods, in whole or in part at any time before delivery with immediate effect by giving written notice to you, whereupon you shall discontinue all work on the Contract. We shall pay you the fair and reasonable irrecoverable costs incurred by you for any work in progress on the Goods at the time of termination, but such costs shall not include loss of anticipated profits or any consequential loss.
    • 11.2 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if:
      • 11.2.1 you commit a material breach of the terms of the Contract and (if such a breach is remediable) you fail to remedy that breach within fourteen (14) days of receipt of notice in writing to do so;
      • 11.2.2 you repeatedly breach any of the terms of the Contract in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of the Contract;
      • 11.2.3 you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit you are unable to pay your debts or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) have any partner to whom any of the foregoing apply;
      • 11.2.4 you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enters into any compromise or arrangement with your creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or your solvent reconstruction;
      • 11.2.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up (being a company) other than for the sole purpose of a scheme for your solvent amalgamation with one or more other companies or your solvent reconstruction;
      • 11.2.6 you (being an individual) are the subject of a bankruptcy petition or order;
      • 11.2.7 a creditor or encumbrancer of yours attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;
      • 11.2.8 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you (being a company);
      • 11.2.9 the holder of a floating charge over your assets (being a company) has become entitled to appoint or has appointed an administrative receiver;
      • 11.2.10 a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;
      • 11.2.11 any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2.3 to 11.2.10 (inclusive);
      • 11.2.12 you suspend or cease, or threaten to suspend, or cease, to carry on all or a substantial part of your business;
      • 11.2.13 you (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation.
    • 11.3 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination.
    • 11.4 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
    • 11.5 On termination of the Contract for any reason, you shall immediately deliver to us all Goods whether or not then complete and return all of our materials. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned or delivered, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
  • 12. General
    • 12.1 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party as agent of the other for any purpose.
    • 12.2 We may at any time assign, transfer, mortgage, charge, subcontract, or deal in any other manner with all or any of its rights or obligations under the Contract.
    • 12.3 You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without our prior written consent.
    • 12.4 A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by us to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict our further exercise of that or any other right or remedy.
    • 12.5 If any provisions of this agreement are held by competent authority to be invalid or unenforceable in whole or in part the validity of the other terms and of the remainder of the provision in question will not be affected. Every provision is severable from every other.
    • 12.6 Any written notice under this agreement will be deemed to have been sufficiently served if posted by pre-paid official postal service, or if sent by e-mail (but in this case only on evidence of successful transmission and only if the parties have regularly communicated on the Contract matters by e-mail previously).
    • 12.7 The Contract will be governed by the laws of England, and the parties submit to the exclusive jurisdiction of the English courts.