Standard Terms & Conditions of Trade

1. In these conditions (“these conditions”) the following words shall have the following meanings: - “the Company” means DPF RECOVERY, or any authorised sub-contractor. “Contract” means any contract between the Company and the Purchaser for the sale and purchase of the Goods and / or the Services incorporating these Conditions. “insolvency Event” means if any distress or execution shall be levied on any of the Purchaser’s goods or if the Purchaser offers to enter into any voluntary arrangement, deed of arrangement, scheme of arrangement or composition with its creditors or if any trustee in bankruptcy is appointed in respect of the Purchaser or the Purchaser is unable to pay its debts as they fall due or if being a limited company any resolution or a provisional liquidator is appointed for winding up the Purchaser (other than the for the purpose of amalgamation or reconstruction without insolvency) shall be passed or if an order for the appointment of an administrator is passed or if a receiver, administrator or manager shall be appointed over the whole or any part of the Purchaser’s business or assets or if being a partnership if an administration order or winding up order is made against the Purchaser or if the Purchaser suffers any other insolvency event or if the purchaser shall suffer any analogous proceedings under foreign law; “the goods” means any goods or services manufactured, sold or supplied by the Company to the Purchaser; “the Purchaser” means any person or party, which has agreed to buy the Goods from the Company; “the Services” means any work, labour or services carried out by the Company for the Purchaser;
2. In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
3. In these Conditions headings will not affect the construction of these Conditions.
4. This Contract shall be governed by the laws of England and as a Contract in England and the parties hereby submit to the exclusive jurisdiction of the English Courts.
5. The Purchaser hereby acknowledges that in entering into this Contract it has not been induced by nor has it relied on any representation whether oral or in writing made by or on behalf of the Company.

1. All business is transacted, and Contracts are deemed to be concluded upon these Conditions to the exclusion of all other terms and conditions, subject only to any written variation agreed by an authorised person of the Company. Any standard terms and conditions provided by the Purchaser or on any of the Purchaser’s documentation shall not apply and these Conditions override any other communication used whether oral or written in any order or acceptance by the Purchaser.
2. Contracts are deemed to be concluded when the Purchaser’s offer to purchase the goods and / or Services is accepted by the Company, whether verbally or in writing. Each order for goods by the Purchaser from the Company shall be deemed to be an offer by the purchaser to purchase Goods and for Services subject to these conditions.

Prices are based on prices current at the time that the estimate, quotation or Contract is given or concluded as the case may be but the company reserves the right to raise the price in the event of any increase in the Company’s costs that may take place between the conclusion of the Contract and the date such Goods and / or Services are delivered.

1. Time for payment is of the essence of the Contract
2. Unless the Purchaser has a credit account authorised by the Company, payment is is full when the goods are ready for delivery or the Services have been completed.
3. If the Purchaser has a credit account, payment in full is required no later than the end of the month following the date of the invoice relating to the Goods and / or Services supplied or such other date as agreed by the Company in writing.
4. If payment is in arrears the Company has the right to withhold any further deliveries of Goods and / or Services and / or to charge interest on all overdue balances at the rate of 4% above the base rate of Barclays Bank from time to time and including the due date, but excluding the date of payment.
5. The company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998
6. Any fees or charges, which may be incurred in the collection of overdue accounts, or bank charges associated with payment for the goods and / or Services, will be chargeable and payable by the Purchaser.
7. The Purchaser may not withhold or delay payment of any invoice or other amount due to the Company, or make any deduction by way of set off, counterclaim, discount, abatement or otherwise for any reason whatever.
8. All prices for Goods quoted are in Sterling. Conversion of prices into any other currency shall be calculated using the Banks of England exchange rate prevailing at the date of quotation or invoice as the Company shall determine.
9. No payment shall be deemed to be received until the Company has received cleared funds.
10. Where delivery of the Goods and / or Services is made by instalments the Company may invoice the Purchaser for each instalment separately.
11. If any sum is unpaid by the Purchaser 30 days after it has fallen due to the Company or such other date as agreed by the Company in writing, then all sums owing to the Company by the Purchaser will immediately become due and payable.
12. If the purchaser is in breach of any of its obligations under this Contract all sums owing to the Company by the Purchaser will immediately become due and payable

1. The Company provides the Goods subject to the benefit of a twelve-month warranty from the date of the delivery of the goods.
2. Subject to the provisions of clause 5(c) to clause 5(g), if the Purchaser gives notice to the Company either by telephone or fax within a reasonable time of discovery that some or all of the goods do not comply with the warranty the Company shall at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
3. The company shall not be liable for the Goods failure to comply with the warranty set out in clause 5(a) in any of the following events.
• The Purchaser makes any further use of such Goods after giving notice in accordance with clause 5(b);
• the defect arises because the Purchaser failed to follow the manufacturer’s oral or written instructions in respect of storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
• If the purchaser alters, repairs, reassembles or modifies any supplied goods whether repaired or reconditioned by the Company or its authorised sub-contractor including without limitation by welding or drilling machine (“Unauthorised Work”); the defect arises as a result of fair wear and tear, reassembly, wilful or malicious damage, misuse, corrosion, negligence or abnormal storage or working conditions.
4. Where the Purchaser alleges that there is a defect in the Goods or Services provided by the Company to the Purchaser then the Company if it so requests must be given the opportunity to inspect the allegedly faulty part. In certain circumstances, at the discretion of the Company, the Company may obtain a report from an independent expert. The Company reserves the right to require payment in advance of any such inspection.
5. The findings of the Company, the Company’s supplier or the independent expert (as appropriate) in respect of any warranty claim shall be final.
6. On receiving notification from the Purchaser of alleged defective Goods the Company will decide if the part is to be returned to the Company or inspected in situ. If the Company agrees that the part is to be returned to the Company the Purchaser will be invited to return the goods.
7. On receiving the allegedly defective Goods, the Company will acknowledge receipt of the claim to the Purchaser.
8. If on receipt of a warranty claim the Company, at its discretion, requires a report from an independent expert the Purchaser is still liable to pay for the Goods pending inspection of the Goods and production of the independent expert’s report.
9. The Purchaser is also liable to pay the initial costs of obtaining the expert’s report and the Company may require that this expense is paid by the Purchaser before the expert’s report is commissioned.
10. Where a part is checked by the Company or an independent expert on behalf of the Company and the Company finds that the part is not defective or that it is defective due to Unauthorised Work, fair wear and tear, neglect, malicious damage, misuse, improper storage, corrosion, failure to follow the Company’s instructions, or the instructions of the Company’s authorised sub-contractor any other reason by an act of omission of the Purchaser the Company reserves a right to make a charge to the Purchaser for labour. If payment of this charge is not made, the part or unit will be returned to the Purchaser by the Company is a disassembled condition.
11. All repairs in respect of defective parts will be carried out by the Company or an authorised sub-contractor of the Company. In the event of repairs being undertaken by an authorised sub-contractor of the Company, a price for the authorised sub-contractor’s work must be agreed in advance by the Company.
12. Any replacement parts required for such repairs will be supplied by the Company, unless the Company agrees in advance that such parts may be supplied by a third party. In such case the Company will not be liable for any amount by which the cost of the parts supplied by a third party exceeds the Company’s prices for such parts.
13. If the warranty claim is accepted or verified by the Company the Company will credit the Purchaser’s account and / or reimburse any monies paid by the purchaser in relation to defective Goods and, if appropriate, the cost of the expert’s report.
14. If the warranty claim is rejected the Company reserves the right to charge the Purchaser, the cost of the expert’s report.
15. If the warranty claim is rejected by the Company the Purchaser will be notified and will be responsible for collecting the goods from the Company. If such Goods are not collected by the purchaser within 30 days of the Company notifying the Purchaser of the warranty claim being rejected, the goods will be destroyed. The Company shall not be liable in any way whatsoever for any goods destroyed in accordance with this paragraph.
16. The terms of the warranty provided by the Company does not include labour charges for the removal of fittings or parts repaired or replaced under the warranty agreement or the costs or carriage, customs and other duties and these costs shall be the responsibility of the Purchaser.
17. Except as provided in this clause 5, the Company shall have no liability to the Purchaser in respect of the Goods failure to comply with the warranty set out in clause 5(a)
18. The terms Implied by Sections 13 to 15 of the Sale of Goods Act 1979 are to the fullest extent permitted by law excluded from the Contract.
19. These Conditions will apply to any repaired or replacement Goods supplied by the Company.

1. Nothing in these conditions shall limit or exclude the Company’s liability for:
• death or personal injury caused by its negligence or the negligence of its employees, agents of sub-contractors (as applicable);
• fraud or fraudulent misinterpretation;
• breach of terms implied by Section 12 of the Sale of Goods Act 1979;
• defective products under the Consumer Protection Act 1987; or
• any matter in respect of which it may be unlawful for the Company to exclude or restrict liability.
2. Subject to clause 6(a):
• the Company shall under no circumstances whatsoever be liable to the Purchase, whether in contract, tort (including negligence) breach of statutory duty or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
• the Company’s total liability to the Purchaser in respect of all other losses arising under or in connection with the Contract whether in contract, tort, (including negligence) breach of statutory duty or otherwise, shall in no circumstances exceed the price of the Goods.

1. Where the Company supplies goods to the Purchaser’s own design and / or instructions the Purchaser warrants that it has supplied the Company with sufficient and accurate information about its requirements to allow the Company to supply the Goods in accordance with these Conditions.
2. Where drawings, designs, specifications, part numbers, instructions or materials are to be supplied by the Purchaser or the Purchaser is to supply or do any other thing prior to delivery of the Goods the Purchaser shall supply or do the same as soon as practicable after the date the Contract is concluded and in any event in time to allow the performance of an order for the Goods within the period required by the Purchaser provided always that if the Purchaser should fail to supply or do the same as aforesaid then the Company shall be at liberty to cancel an order for the Goods or to charge interest to the Purchaser on the price of the Goods at the rate of 4% above base rate of Barclays Bank from time to time in force from the date of an order for the Goods until the date of the actual payment of the price of the Goods.
3. The Company shall have no liability for any loss or liability (however arising) in whole or in part arising from the unsuitability, inaccuracy or inadequacy of the design, specification or instructions given by or on behalf of the Purchaser and the Purchaser shall bear all such costs.

1. The Purchaser may not withhold or delay any payment in respect of any Goods which are returned to the Company for exchange, whether under the warranty set out within paragraph 5 of these Conditions or otherwise. Any such surcharge will be refunded by the Purchaser by the Company when the Company has received Goods returned and / or the warranty claim has been accepted.

1. Where the Purchaser orders Special Orders (being goods or quantities not normally stocked by the Company), the Company will not be obliged to accept them back unless they are defective.
2. Special Orders ordered by the Purchaser cannot be returned to the Company for credit
3. The Company refuses the right to require payment in advance of delivery in respect of Special Orders.

1. Subject to paragraphs 8 & 9 above, in the case of Goods which are not defective and have been supplied in accordance with the Contract the Company will accept return of the Goods at the original invoice price or current price (whichever is lower) provided that:-
• they are returned to the Company within seven days of delivery; and
• the Company is satisfied that the Goods at the time of such return have not been used and are in the same condition as when delivered to the Purchaser by the Company; and
• the Goods have been returned in the same packaging as that in which the Company delivered them.
2. The costs of returning the Goods shall be the sole responsibility of the Purchaser and the Company reserves the right to make a handling charge which shall be set off from any sums due to the Purchaser.
3. The Purchaser in not entitled to any credit for any payments made in relation to the returned Goods unless and until the provisions of clause 10(a) regarding return of the Goods have been complied with
4. Where the Purchaser has sold on (including export) it is the Purchaser’s responsibility to check that the Goods are as ordered and fir for sale, etc prior to selling on.
5. Where Goods carry a surcharge value, it is the Purchaser’s responsibility to return the Old Core for surcharge credit within 3 months of the original supply. Old Core returned after 3 months will not be credited.

1. Unless otherwise agreed by the Company, delivery of the Goods shall take place at the Company’s premises.
2. Where Goods are to be delivered other than at the Company’s premises, the Company may affect delivery by whatever means the Company thinks most appropriate and such Goods shall be deemed to have been delivered at the time of unloading.
3. Any costs for delivery of Goods shall be agreed between the Company and the Purchaser at the time of the Purchaser placing the order to purchase the Goods.
4. The Purchaser shall be responsible for all costs of delivery and if the Purchaser should fail to give all necessary instructions for delivery of the Goods or should otherwise cause or request delay in the delivery of the Goods the Purchaser shall in addition pay all storage and other costs incurred by the Company as a result.
5. Any increase in delivery charges incurred by the Company after the date the order is placed for the purchase of Goods by the Purchaser shall be charged to and be payable by the Purchaser.
6. Any date for despatch or delivery of the Goods specified by the Company (whether orally or in writing) is given as an estimate only and is hereby expressly agreed that such date shall not be of the essence of the contract.
7. Nothwithstanding that the Company may have delayed or failed to deliver the Goods (or any of them) promptly the Purchaser shall be bound to accept delivery and to pay for the Goods in full.
8. The Company shall not incur any liability whatsoever for any loss or damage resulting from delay in delivery however caused.
9. Unless otherwise stated in writing the Company shall be entitled to make partial delivery of the Goods or delivery of the Goods by instalment and these Conditions shall apply to each such partial delivery and the Company may demand payment of the Goods comprised in each such instalment as if the Goods were subject of a separate contract between the Company and the Purchaser
10. Where services are supplied the Services shall be deemed to have been delivered at the time such Services are completed in accordance with the Contract.
11. If for any reason the Purchaser will not accept delivery of the Goods, or the Company is unable to deliver the Goods and / or Services on time because the Purchaser has not provided appropriate instructions, documents, licences or authorisations:
• risk in the Goods shall pass to the Purchaser; and
• the Goods will be deemed to have been delivered.

1. In the event of loss or damage in transit from any cause whatsoever (including causes which might be held to involve fundamental breach of contract) the liability of the Company shall be limited (at the Company’s option) to replacing or repairing the Goods or refunding the cost of the Goods so damaged.
2. In no circumstances shall the Company be liable for consequential loss (which includes without limitation, loss of profits, loss of business, depletion of goodwill and like loss) arising from loss or damage in transit.
3. The Company shall not be liable for any such damage as is referred to above unless the Company and the carriers are notified of such damage or loss within 7 days of delivery.
4. It is the responsibility of the Purchaser to examine the Goods immediately on receipt and the Purchaser shall be deemed to have done so.
5. The Purchaser’s signature, or signature on the Purchaser’s behalf, on acceptance of delivery of the Goods shall be conclusive evidence that the Goods have been examined and accepted by the Purchaser.

All Goods sold by the Company may be subject to VAT, which will be charged at the applicable rate at the date of the invoice.

All manufacturers names, numbers, symbols and descriptions are used for reference purposes only and do not imply that any Goods and / or Services or part listed is the product of these manufacturers.

1. All risk in Goods shall pass to the Purchaser on delivery.
2. Goods shall remain the property of the Company until the price for them has been paid in full, meaning cleared funds have been received by the Company and all other sums due to the Company in respect of the Contract.
3. Until such time as title in the Goods has been passed to the Purchaser: -
• The Goods shall remain the sole and absolute property of the Company as legal and equitable owner and the Purchaser shall hold the Goods as the Company’s bailee; and
• The Purchaser shall keep the Goods separate, properly stored, protected and insured and clearly identified as the Company’s property; and
• The Purchaser shall only be at liberty to sell the Goods or any product made form or with the Goods on the express condition that such agreement to sell shall be made by the Purchase4r on its own behalf dealing as principle and any such sale shall be effected in the ordinary course of the Purchaser’s business and at the full market value; and
• The entire proceeds of selling, disposing or dealing with the Goods shall belong to the Company and be paid to the Company forthwith to the extent that the said price for the Goods has not previously been paid and pending discharge of this obligation such monies shall be held by the Purchaser in the same fiduciary capacity in a separate account as trustee of the Company and without prejudicing the Company’s trading rights.
4. The Company shall be entitled at any time to require the Purchaser to deliver the Goods to the Company and if the Purchaser fails to do so within the time required by the Company, the Company may forthwith enter the premises of the Purchaser or any third party where the Goods are stored and repossess the same making good any unreasonable damage caused by doing so;
5. The Company shall not be responsible for and the Purchaser will indemnify the Company against all liability in respect of damage caused to such of the Purchaser’s vehicles or premises in such repossession and removal of the Company’s Goods provided it was not reasonably practicable to avoid such damage;
6. The Company shall have a general lien over any Goods for any monies whatsoever due form the Purchaser to the Company and whether arising under contract to which these conditions apply or not. Of the lien is not satisfied within a reasonable time the Company may, at its absolute discretion, re-sell the Goods as agents for the Purchaser and apply the proceeds towards the monies due in expenses of the sale and in the discharge of the monies due to the Company and shall upon accounting to the Purchaser for the balance remaining (if any) be discharged form any liability whatsoever in respect of the Goods;
7. The Purchaser shall cease to be entitled to possession of the Goods if an Insolvency Event occurs in relation to the Purchaser;
8. The Purchaser shall not without the express written authority of the Company deal with the Goods in any way which might result in the Goods becoming fitted, incorporated in or mixed with other Goods of the Purchaser or of a third party and such other Goods shall be stored separately from the Goods which shall be clearly marked and identified as the Company’s property.

1. The Purchaser will be responsible for arranging insurance or extending their own insurance as appropriate to the full value of the Goods not paid in full and where the title has not passed under paragraph 15 above from the time that risk passes under paragraph 15 above.
2. The Purchaser shall indemnify the Company for and against any loss or damage to or destruction of any of the Goods or any loss or damage suffered by the Company where the title rests with the Company after risk in the Goods has passed to the Purchaser.
3. Any insurance monies received by the Purchaser in respect of the Goods shall be payable to the Company within thirty days of the receipt of such monies by the Purchaser.

Where the Goods are supplied for export from the United Kingdom the provisions of paragraph 17 will apply (subject to any special terms agreed in writing between the Company and the Purchaser) notwithstanding any other provision of these conditions.

1. The Purchaser will be solely responsible for the payment of all import duties charges assessments and the obtaining of any necessary export and import licences in respect of the Goods and the Company shall be under no liability whatsoever in respect of the Goods exported without the necessary export licences.
2. All contracts made between the Purchaser and the Company shall be governed and construed in accordance with English law in substitution to any other laws or international sales.

1. The specifications and designs of the Goods (including the copyright, design right or the intellectual property in them) shall as between the parties remain the exclusive property of the Company.
2. Where any designs or specifications have been supplied by the Purchaser for manufacture by or to the order of the Company then the Purchaser warrants that the use of those designs or specifications for the manufacture, processing, assembly, or supply of the Goods shall not infringe the rights of any third party.
3. The Purchaser will indemnify and keep indemnified the Company against any claim that the use of the designs or specifications supplied by the Purchaser contravenes any third party’s intellectual property rights.
4. The Purchaser shall not without the Company’s prior written consent allow any trade or service mark of the Company or other word or mark applied to the Goods to be obliterated, obscured or omitted and the Purchaser shall not use or apply any such word or mark without the Company’s prior written consent.

1. The Company is entitled to terminate the Contract forthwith and without giving prior notice to the Purchaser if the Purchaser is in breach of any of its obligations herein not withstanding the fact that the Purchaser may have rectified the breach
2. The Company is entitled to terminate any trading account with a Purchaser for any reason whatsoever or for no reason at all on giving at least Seven days’ notice in writing to the Purchaser.
3. The right of the Company to terminate the Contract shall be without prejudice to all other rights of the Company under these Conditions which have accrued at the date of the termination and in particular the Company shall not incur any liability whatsoever to the Purchaser for any loss (whether consequential or otherwise) suffered by the Purchaser as a result of such termination
4. Without prejudice to the generality of the foregoing, the termination shall not affect the right of the Company to full payment for the Goods.

1. The Purchaser hereby acknowledges that before placing an order it has expressly represented and warranted to the Company that it is not insolvent and is not the subject of an Insolvency Event
2. If the Purchaser is subject to an Insolvency Event then without prejudice to any other rights of the Company the Company shall be at liberty to terminate the Contract in accordance with paragraph 19 and may suspend further deliveries and cancel this and any other Contract between the Company and the Purchaser without any liability attaching to the Company in respect of such suspension, termination or cancellation.

The Purchaser agrees to indemnify and keep indemnified the Company against all loss, damage, actions, claims, expenses and costs whatsoever and however arising whether directly or indirectly out of or in connection with any breach, non-observance or non-performance by the Purchaser of any of its obligations under these Conditions.

1. Whilst the Company intends to use all reasonable endeavours to perform each Contract promptly the Company may terminate, cancel, rescind and / or suspend for any period and / or reduce the quantities to be supplied under and Contract without any liability for resulting loss, injury or damage if the performance of its obligations under the Contract is adversely affected by the circumstances of force majeure.
2. For the purposes of the Contract force majeure shall be deemed to include but is not limited to any act of God, war, riot, civil commotion, governmental actions, acts of terrorism, strike, lock-out, sit-in, industrial or trade dispute, fire, flood, adverse weather, explosions, disease, accident to plant or machinery or shortage of any material, labour, electricity or other supply or any other cause whatsoever beyond the reasonable control of the Company (provided that id the event in question continues for a continuous period in excess of 60 days, the Purchaser shall be entitled to give notice in writing to the Company to terminate the Contract)

1. The expiration of determination of this Contract, howsoever arising, shall be without prejudice to any provisions of the Contract (including these Conditions) which are to have effect after the date of expiration or determination.
2. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall be to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

No waiver by the Company of any breach of obligation of the Purchaser pursuant to this Contract shall constitute a waiver of any other prior or subsequent breach of obligation and in no way shall affect the other terms of the Contract

Nothing within these Conditions shall affect the statutory rights of a Consumer

1. All notices required to be given by the Purchaser to the Company in respect of this Contract shall not be effective unless in writing and sent by fax, e-mail, by hand or by pre-paid first-class post to the Company at its current address
2. Notices will be deemed as received:
• if sent by pre-paid first-class post, 2 days clear (excluding Saturdays, Sundays and public holidays) after posting;
• if delivered by hand, on the day of delivery; and
• if sent by fax or by e-mail at the time it is received and read by the Company

The parties to this Contract do not intend that that any term of this contract will be enforceable by virtue of the Contracts (Right of Third Parties) Act 1999 by any person that is not a party to it.