Company Details
DM Electronic Assembly Ltd (registered no. 15296352)
Registered office: 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom
“We”, “us”, and “our” refer to DM Electronic Assembly Ltd. “You” refers to the customer named in the Order.
Important: Your attention is drawn to clause 9 (Liability).

1. Definitions and interpretation

1.1 Business Day: a day other than a Saturday, Sunday or public/bank holiday in England and Wales.
Charges: the charges for Services as set out in our quotation or, if not quoted, our price list at the date of our Order Acknowledgement, as varied under clause 6.4.
Goods: the goods set out in the Order.
Liability: liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), misrepresentation, restitution, statute or otherwise, including liability arising from a failure to perform any obligation under the Contract.
Order: your order for Goods and/or Services (including your acceptance of our quotation).
Order Acknowledgement: our written acceptance of your Order.
Prices: the prices for the Goods as set out in our quotation or, if not quoted, our price list at the date of our Order Acknowledgement, as varied under clause 6.4.
Services: any services set out in the Order.
Specification: the written technical specification in the Order Acknowledgement.
1.2 Headings are for convenience only and do not affect interpretation.
1.3 “Person” includes any individual or legal entity.
1.4 References to legislation include amendments, re-enactments and subordinate legislation.
1.5 “Including”, “in particular” or similar expressions do not limit preceding words.
1.6 Times are London time.

2. Contract formation

2.1 Our quotations are valid for 30 days and are invitations to treat, not offers (unless stated otherwise).
2.2 Your Order is an offer to buy Goods and/or Services on these Conditions. A binding Contract is formed only when we issue an Order Acknowledgement. We are not obliged to accept any Order.
2.3 These Conditions apply to the exclusion of all other terms, including any you purport to apply.
2.4 Delivery of Goods or commencement of Services constitutes acceptance of these Conditions.
2.5 We may deliver Goods in instalments. Each instalment is a separate contract. We may invoice each instalment separately.

3. The Goods

3.1 We may vary the design, finish, Specification and/or packaging, or substitute materials/parts where required by law or where quality/performance is not materially affected. We will use reasonable endeavours to give prior written notice.
3.2 All samples, drawings and advertising are illustrative only; the Contract is not a sale by sample.
3.3 The Contract is for Goods as described in the Order Acknowledgement.

4. Delivery

4.1 UK delivery (default): We will deliver to the address in the Order/Order Acknowledgement. You are responsible for off-loading. We will give reasonable advance notice of the delivery date. Delivery occurs when the Goods arrive at the delivery address.
4.2 Collection (if agreed): You may collect within normal business hours within 7 Business Days of notice of availability. Delivery occurs on collection (prior to loading) or on expiry of the collection window.
4.3 International deliveries: If agreed, Incoterms® 2010 (or later) stated in our Order Acknowledgement apply; Delivery occurs when we fulfil our delivery obligations under the stated Incoterm.
4.4 We use reasonable endeavours to meet estimated dates, but time is not of the essence.
4.5 If Goods are not delivered within 30 days after the estimated date, and we fail to deliver within 30 days after your written notice, you may cancel the Contract for those Goods and receive a refund of sums paid for them. This is your sole remedy for late/non-delivery.
4.6 If you fail to accept delivery or collect, we may store the Goods at your cost, attempt re-delivery, and/or resell them after notice and charge you for any shortfall and our costs.

5. Risk and title

5.1 Risk passes on Delivery.
5.2 Title passes only when we receive full cleared payment of all sums due to us from you.
5.3 Until title passes, you will (a) hold Goods as our bailee, (b) store them separately and keep them identifiable and in satisfactory condition, and (c) keep them insured for full price on an all-risks basis, producing the policy on request.
5.4 You may use/resell Goods in the ordinary course of business before title passes, acting as principal and at full market value; you must account to us for the part of proceeds equal to sums owed.
5.5 Your right to possess/use/resell ends immediately if you become insolvent, fail to pay when due, materially breach the Contract, or encumber the Goods.
5.6 We may recover payment even if title has not passed.
5.7 We may enter your or third-party premises to inspect or recover Goods where your rights have ended.
5.8 Our rights in this clause survive termination.

6. Price and payment

6.1 You must pay Prices (and any Charges for Services) under this clause.
6.2 Prices/Charges exclude packaging, insurance, carriage, delivery and reasonable travel/accommodation/subsistence expenses for Services, and exclude VAT and similar taxes.
6.3 We may vary Prices/Charges by written notice to reflect changes in law, Specification, inaccurate/incomplete information supplied by you, or your delays.
6.4 We may invoice on Delivery (Goods) and on commencement or completion (Services), unless stated otherwise in the Order Acknowledgement.
6.5 Payment is due within 30 days of the invoice date in cleared GBP funds.
6.6 Late sums accrue interest and compensation at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998 until paid, before and after judgment.
6.7 We may withhold deliveries or suspend Services if you are late paying.
6.8 All amounts are payable in full without set-off, deduction or withholding, save as required by law.
6.9 On termination or expiry, we may invoice all Prices/Charges/costs not yet invoiced and all invoices become immediately due.

7. Warranty (Goods)

7.1 We warrant that for 12 months from Delivery (the Warranty Period) the Goods will (a) conform in all material respects to the Specification (subject to clause 3.1) and (b) be free from material defects in materials and workmanship.
7.2 If you discover a breach during the Warranty Period you must notify us in writing promptly (and in any event before the end of the Warranty Period), allow inspection/return at our option, and provide reasonable assistance.
7.3 Our sole obligation is, at our option, to repair or replace the Goods, or provide an equitable price reduction.
7.4 The warranty does not apply where: (a) you fail to comply with clause 7.2; (b) damage occurs after Delivery; (c) fair wear and tear; (d) the defect was drawn to your attention or would have been revealed on reasonable examination before the Contract; (e) improper use, handling, installation, repair, maintenance, storage or failure to follow instructions; or (f) you continue to use the Goods after discovering the issue.
7.5 Repaired/replaced Goods are covered for the remainder of the original Warranty Period.
7.6 All warranties, conditions and terms implied by law are excluded to the fullest extent permitted.

8. Services (if applicable)

8.1 We will provide Services with reasonable care and skill.
8.2 Any performance dates are estimates only; time is not of the essence.

9. Exclusions and limitations of liability

9.1 Your sole remedy for late/non-delivery is set out in clause 4.5.
9.2 Aggregate cap: Subject to clause 9.5, our total aggregate Liability arising out of or in connection with the Contract is limited to the total amount paid by you under the Contract for the Goods and/or Services giving rise to the claim.
9.3 We are not liable for: loss of profit; loss of revenue, production or business; loss of goodwill, reputation or opportunity; loss of anticipated savings or margin; liabilities to third parties; or any indirect, consequential or special loss.
9.4 We are not liable for failure or delay caused by events beyond our reasonable control.
9.5 Nothing limits or excludes Liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, title to the Goods, or any other liability which cannot legally be limited or excluded.
9.6 Nothing prevents a party seeking injunctive relief or specific performance.

10. Your obligations

10.1 You will provide information and assistance reasonably required for us to perform; not remove or alter identifying marks; not alter Goods without our consent; obtain any licences/consents required for your use; and comply with any product recall instructions.
10.2 We are not in breach to the extent performance is affected by your breach, inaccurate/incomplete data from you/third parties, or your instructions or requests.

11. Termination

11.1 We may terminate for your material breach (including non-payment) by written notice if not remedied within any stated cure period.
11.2 We may terminate immediately if you become insolvent or similar events occur.
11.3 If a force-majeure event under clause 9.4 continues for more than 60 days, either party may terminate by written notice.
11.4 On termination/expiry: clauses intended to survive will continue; accrued rights and liabilities are unaffected; and you must pay all amounts due.

12. Confidentiality

12.1 Each party will keep the other’s non-public information confidential, use it only to perform the Contract, and disclose it only to those who need to know and are bound to keep it confidential, or as required by law/court/regulator.
12.2 Confidentiality does not apply to information that is public (other than through breach), already known without restriction, independently developed, or lawfully received from a third party.
12.3 Damages may be inadequate; injunctive relief may be sought.

13. Notices

13.1 Notices must be in writing (English), sent by hand delivery or pre-paid post to the registered office or the address stated in the Order, or by email to the contact stated in the Order/Order Acknowledgement (if permitted there).
13.2 Deemed receipt: hand delivery when delivered; post at 9:00 a.m. on the second Business Day after posting; email when sent if during a Business Day, otherwise 9:00 a.m. next Business Day.

14. General

14.1 The Contract is the entire agreement and supersedes all prior discussions. Each party agrees it has not relied on statements not set out in the Contract. Nothing limits liability for fraud.
14.2 No failure or delay to exercise a right is a waiver of it.
14.3 If any term is unlawful or unenforceable, it is severed and the rest continues.
14.4 Variations must be in writing and signed by authorised representatives of both parties.
14.5 The relationship is that of independent contractors; no partnership, agency or employment is created.
14.6 No third party has rights to enforce the Contract.
14.7 You may not assign or sub-contract (other than delivery collection) without our written consent. We may assign or sub-contract on notice.

15. Governing law and jurisdiction

15.1 The Contract and any non-contractual obligations are governed by the law of England and Wales.
15.2 The courts of England and Wales have exclusive jurisdiction.