Dax Terms and Conditions of Sale

1. Definitions

In these conditions the following words shall have the following meanings:

‘the Company’ shall mean Dax International Limited.

‘the Goods’ shall mean all or any of the products which are subject of a contract between the Company and the Buyer.

‘the Buyer’ shall mean the person who buys or agrees to buy the Goods.

2. General

Unless otherwise agreed in writing by the Company, these conditions only shall apply to and govern all contracts for the sale and supply of goods. Any other conditions issued by the Buyer, whether before or after it has notice of these conditions, shall be disregarded.

3. Acceptance

A quotation is open for a period of 30 days only from the date thereof, provided that the company has not previously withdrawn it. Any order issued by the buyer is subject to acceptance by the Company and a Contract will only be formed when the Company has accepted the Buyer’s offer to buy in writing. Any offer made by the Buyer orally should be confirmed in writing.

4. Prices

All prices quoted are those ruling at the time of quotation. Unless otherwise stated by the Company, prices quoted are ex works, exclusive of delivery charges and VAT and all such items will be charged extra. In the event of the Buyer varying any agreed call-off rate, the Company reserves the right to charge prices appropriate to the changed call-off rate.

5. Orders

Unless confirmation of telephoned order is clearly marked on the official orders the Company will accept no responsibility for duplication of despatch. No cancellation of an order will be effective unless it is in writing and accepted by the Company. Upon the agreed cancellation of an order the Purchaser will be liable to a 20% cancellation charge. Amendments may also be subject to a similar charge. On no account will cancellations be accepted for items specially purchased on the customers behalf.

6. Certificates

A charge may be made for Inspection Certificates.

7. Delivery

All times quoted for delivery or for collection, as the case may be, are given in good faith, but are estimates only. The Company shall not be liable for any loss whatsoever or howsoever arising, by its late delivery or by its failure to make the Goods ready for collection on the due date, time in this case not being of the essence. The Company reserves the right to make delivery in installments and to tender a separate invoice in respect of each installment. Payment for such installment shall be in accordance with conditions 4 and 15 hereof.

8. Risk and the passing of property

Risk in the Goods shall pass to the Buyer when the Goods are delivered to, or collected by the Buyer or its agent. Notwithstanding the risk passing, full legal and beneficial title to the goods shall only pass to the Buyer when they have been paid for in full. Until then the Buyer shall hold the Goods as bailee for the Company and if the Buyer sells the Goods before payment in full has been made, any sale proceeds shall be held by the Buyer as trustee for the Company. The Company reserves the right to withhold delivery of any Goods, against any contract with the Buyer, or to cancel any contract, if monies owing to the Company in respect of other Goods or contracts, have not been paid by the Buyer on the due date and the Company shall incur no liability in respect of such withholding of delivery of cancellation. The Company further reserves the right to repossess any Goods in respect of which payment is overdue and the Buyer shall co-operate in the event of the Company notifying it of its intentions to repossess.

9. Non Delivery and Damage in Transit

The Buyer shall be under a duty, where possible, to examine the Goods on delivery or on collection. Where the Goods cannot be examined, the carrier’s note or such other note as appropriate, should be marked ‘not examined’. It is a condition precedent of any liability on the Company’s part that any shortage in the Goods, or any damage in transit be notified to the Company within 3 days of delivery or collection, or where Goods have not been delivered, such non-delivery must be notified to the Company within 7 days of receipt of invoice.

10. Returns

Where the Company supplies Goods which were not ordered, but not otherwise, the Company will refund all reasonable costs incurred by the Buyer in returning the Goods and will replace with the Goods which were ordered. In all other cases, returned Goods shall only be accepted by the Company by prior agreement and then only if return carriage is pre-paid by the Buyer.

11. Defects and Liability

The Company shall, as soon as it is reasonably able to do so, replace or, at its option repair any Goods in which defects appear under normal use within 90 days of delivery or collection and where such defects are solely attributable to faulty design, materials or workmanship. Save as aforesaid, or where damage to or defects in the goods are caused by the Company’s negligent handling or storage of Goods, the Company excludes all liability of whatsoever nature and howsoever arising for the loss or damage (save in the case of death or personal injury caused by the Company’s proven negligence) including consequential loss, arising out of defects in the Goods. The Company shall pass to the Buyer the benefit of any guarantee it has from the manufacturer of the Goods.

12. Warranties

Without prejudice to Condition 9 hereof, save in a consumer sale and that the Company warrants that it has the unencumbered right to sell the Goods, no other warranties or conditions, express or implied, in relation to the Goods shall be deemed to be incorporated in any contract, in particular, the Buyer must use its own skill and judgement to satisfy itself that the Goods are of merchantable quality and are fit for the purpose(s) for which the Buyer intends to use them.

13. Force Majeure

The Company shall not be liable to the Buyer in contract, tort or otherwise for any loss whatsoever, including consequential loss, arising as a result of manufacture or delivery of all or some of the Goods being delayed or prevented by circumstances outside the Company’s reasonable control, including, but without limitation, delays by its suppliers, strikes, lockouts, war, fire, flood, Government intervention, Act of God, accidents or breakdown of machinery. In such circumstances delivery or collection shall be suspended, and if the goods cannot be recovered or collected within 3 months from the due date, the Buyer may, at its option, cancel the contract for the Goods without liability to the Company, save that where the Goods have been specially obtained for the buyer and, in the Company’s reasonable opinion, there is no readily available market for them, the Company shall be entitled to charge the Buyer for the costs and expenses incurred in respect of those Goods.

14. Payment

No Goods are supplied on credit terms unless previously agreed in writing by the Company and such credit terms, once granted may be withdrawn by the Company at any time. Where credit terms apply, all accounts must be settled in full within 30 days of the date of invoice. The Company reserves the right to charge interest at the rate of 1% per annum over the Company’s Bank overdraft rate from time to time in force, on all overdue accounts. Except where credit terms apply, orders are accepted only as to cash with order or, if agreed, cash on delivery.

Credit Card Processing – In order to protect customer card data and reduce credit card fraud all card information must be communicated by telephone and must not be sent electronically. DAX International do not store any card holder data.

 

15. Governing Law

This contract shall be governed by English Law and the parties hereto agree to submit to the jurisdiction of the English Courts.

 

Dax Terms and Conditions of Purchase

AS9120A & BS EN ISO 9001:2008 CERTIFIED

General

As a supplier to DAX International Limited it is understood that your organisation agrees to meet the following stipulations/AS9120 requirements whenever a DAX International Limited purchase order specifies that the order is for an Aerospace application (or contains some similar Aerospace AS9120 reference). These requirements are, therefore, to be considered as terms and conditions to all Aerospace purchases.

The AS9120 Standard requires that all applicable customer/regulatory/AS9120 requirements in this purchase order including key characteristics, where applicable, must be flowed down to sub tier suppliers.

DAX International Limited reserve the right of access of our representatives, our customers and any regulatory authorities to applicable areas of all facilities, at any level of supply chain involved in the order and to all applicable records.

Where documents are held by the supplier then these shall be retained as part of their document retention procedure or as specified by contract.

Any Special Processes required by this purchase order must be performed by suitably qualified personnel.

Work in progress and/or end items may be inspected at your works by DAX International and/or our customer. Quality Assurance representative or regulatory authority for compliance with drawings and specifications. Final acceptance shall be by DAX International Limited.

DAX International Limited are to be contacted (by the supplier) in the event of non-conforming product/material.

All deviations from drawing/specification requirements are to be referred to our Purchasing department.

Approval of the supplier non-conformity shall be authorised by DAX International Limited’s Quality Manager before delivery.

Furthermore, the supplier is required to notify DAX International Limited of any changes to a product and/or process and to obtain approval from the Quality Manager before delivery will be accepted.

Each delivery against this order shall be accompanied by a Certificate of Conformance.

Each certificate shall identify:

  1. Our purchase order and item number.
  2. The description, drawing/part number and specification with issue status.
  3. Any purchaser agreed deviations.
  4. Batch/lot numbers.
  5.  Each Certificate of Conformance shall be signed by your quality representative.

Failure to comply may result in rejection.

Counterfeit Goods Prevention

Supplier agrees and shall ensure that Counterfeit Goods are not contained in Goods delivered to Buyer through the implementation of policies that include prevention, detection and risk mitigation methods to protect against the use of Counterfeit Parts.

Supplier shall purchase parts directly from the Original Component Manufacturer (OCM)/ Original Equipment Manufacturer (OEM). A certificate of conformance shall accompany each shipment of Goods delivered.

In the event Supplier becomes aware or suspects that it has furnished Counterfeit Parts, it shall immediately notify the Buyer.

When requested by the Buyer, Supplier shall provide Authorised Supplier documentation that authenticates traceability of the parts to the applicable Authorised Supplier.

In the event that Goods delivered under this Order are, or include, Counterfeit Parts, Supplier shall promptly investigate, analyse and report in writing to Buyer whether such Counterfeit Parts should be replaced with genuine parts conforming to the requirements of this Order, or whether an alternative solution is recommended to meet the Order requirements at Supplier’s sole expense. The parties shall then agree upon the appropriate course of action.

Supplier shall include this clause or reasonably equivalent provisions in all subcontracts for the delivery of Goods that will be furnished to or included in Goods furnished to Buyer.