2016 RETAIL PRICE LIST North America
North America Standard Terms & Conditions of Sale
1 . Definitions In these Conditions of Sale : -
“ the Buyer ” means the person to whom the Company sells or has agreed to sell the Goods ;
“ the Company ” means Daler-Rowney Limited ; “ the Conditions ” means these Conditions of Sale ;
“ the Contract ” means any contract formed in accordance with condition 2 ( b ) between the parties for the sale and purchase of the Goods , incorporating the Conditions ;
“ the Goods ” means every or any item which the Buyer buys or has agreed to buy from the Company in accordance with these Conditions ; and
“ Force Majeure ” means circumstances beyond the reasonable control of the Company including , without limitation and without prejudice to the generality of the expression , acts of God , war or national emergency , acts of terrorism , protests , governmental actions and regulations , embargoes , labour disputes , shortages of goods or materials , restraints or delays affecting carriers , fire , explosion , flood , tempest or epidemic .
“ Order ” means any written request for goods , which shall include any purchase order , order form , contract for purchase , quotation or acceptance of quotation .
2 . Incorporation of Conditions
( a ) Any Order for Goods is expressly subject to each and every term and condition contained herein .
( b ) The submission of an Order , the giving by the Buyer of any delivery instructions for the Goods or any other conduct of the Buyer in confirmation of the Contract shall constitute an unqualified acceptance by the Buyer of the Conditions .
( c ) Unless previously withdrawn or otherwise stated , a quotation shall remain valid for 30 days from the date of issue following which it shall be subject to confirmation by the Company .
( d ) Company objects to all additions , exceptions , or changes to these terms , whether contained in any printed form of buyer or elsewhere , unless such terms are approved by Company in writing . Any such additions , exceptions or changes are expressly rejected by the Company .
3 . Price
( a ) Unless otherwise agreed by the Company in writing , the price for the Goods shall be the price set out in the Company ’ s current price lists published on the date of the OrderPrices are subject to change without notice . All prices are CPT ( Carriage Paid To , Incoterms 2010 ) Destination .
( b ) An interest rate of 2 % per month , or the maximum amount allowed by law , whichever is less , will be charged on all amounts past due .
( c ) The minimum initial order amount is USD $ 1,000.00 net . Repeat orders less than USD $ 300.00 net will be charged a USD $ 30.00 handling fee .
( d ) Seller will be responsible for all actual shipping costs . Company will endeavor to ship via the most economical means available . Upon Customer ’ s written request and at customer ’ s additional expense , expedited or specifically designated shipping routes are available .
( e ) No returns for credit or replacement will be accepted without prior authorization . Unauthorized returns will be returned at Customer ’ s expense . Merchandise returned in first class resalable condition and accepted for credit will be subject to a 15 % handling charge except where the Company is shown to be at fault . No credit will be given for used or discontinued products . All returns must be returned freight paid .
( f ) Company reserves the right to cancel orders for items which are out of stock . Upon request , Company will back order items which are out of stock . All back orders under USD $ 50.00 net or 30 days old will be cancelled automatically and Buyer will be notified accordingly . No drop-shipped items will be back-ordered .
( g ) All sales , use , gross receipts , compensating , value-added or other taxes , duties , licenses or fees assessed by any tax jurisdiction arising from the Goods are the responsibility of Buyer , whether paid by Company or Buyer .
4 . Payment
( a ) Payment of the full price of the Goods is to be made by the Buyer in USD within 30 days of the date of the Company ' s invoice . Time for payment shall be of the essence ( b ) The Buyer shall not be entitled to make any deduction from the price of the Goods by way of set-off or otherwise unless both the validity and the amount of the deduction have been agreed by the Company in writing .
5 . Title
( a ) Title to the Goods shall remain with the Company and shall not pass to the Buyer unless and until the Company has received from the Buyer , in full ( in cash or cleared funds ), all sums due to it in respect of ( i ) the Goods ; and ( ii ) all other sums which are or which become due to the Company from the Buyer on any account .
( b ) Until title has passed to the Buyer , without prejudice to the Company ’ s other rights , the Buyer shall : ( i ) hold the goods on a fiduciary basis as the Company ' s bailee ; ( ii ) maintain the Goods which are on or at the Buyer ’ s ( or it ' s nominee ' s ) premises in satisfactory condition and keep them insured , for full price , against all risks and shall , if requested by the Company , cause notice of the Company ’ s interest in the Goods to be noted on the Buyer ’ s insurance policy and produce the policy of insurance to the Company ; ( iii ) keep the Goods free from all charges , liens and other encumbrances ; ( iv ) cause the Goods to be clearly identified and stored apart from all other goods of the Buyer or any third party so that they remain readily identifiable as the Company ' s property ; ( v ) not destroy , deface or obscure any identifying mark or packaging on or relating to the Goods ; and ( vi ) be entitled to resell or use the Goods in the ordinary course of its business ( unless the Company revokes such entitlement in writing ) and shall sell or use those Goods as have been longest in its possession .
( c ) Until title to the Goods has passed to the Buyer , without prejudice to the Company ’ s other rights , the Company shall be entitled to : ( i ) require immediate redelivery of the Goods and to re-sell the Goods on demand and for this purpose the Buyer hereby grants to the Company , its officers , servants or agents an irrevocable licence to enter at any time any premises where the Goods are or may be stored in order to inspect or recover the Goods . Such return or retaking of possession shall be without prejudice to the obligation of the Buyer to purchase the Goods if the Company so requires ( whether or not subject to any conditions as to payment or otherwise which the Company , in its sole discretion , may impose ); ( ii ) recover payment for the Goods notwithstanding that title to any of the Goods has not passed to the Buyer ; ( iii ) nominate any person to have full access to all the accounts , documents and papers of the Buyer relating to the Buyer ’ s dealings with the Company , the Goods or the proceeds of sale of the Goods .
( d ) Nothing in this section 5 shall confer any right upon the Buyer to return the Goods or to refuse or delay payment for them .
( e ) Goods constituting merchandising and point of sale material shall , when provided free of charge , remain the property of the Company at all times .
( f ) Until the full purchase price has been paid , Company reserves a Purchase Money Security Interest under the Uniform Commercial Code in the Goods ordered and in the proceeds derived from such Goods ordered . Buyer shall execute such documents as Company may require , including , but not limited to , one or more financing statements , and provide to Company signed waivers and consents from landowner ( s ) and mortgagee ( s ). Buyer agrees and hereby appoints Company as attorney-in-fact to do , at the option of Company , all acts and things Company may deem desirable to perfect and continue to perfect the Purchase Money Security Interest granted hereby , including Company ' s authority to file financing statements naming Buyer as debtor and Company as secured party without Buyer ' s signature in those states where such filings are permitted , and to sign Buyer ' s name thereto where required . Buyer agrees that , at Company ' s option , the Company reserves the right to refrain , delay or otherwise forego execution of any or all documents necessary to perfect the Purchase Money Security Interest in whole or in part until such time as the Company deems it necessary to perfect its Purchase Money Security Interest , and Buyer shall not object to any late or otherwise untimely filing of such documents . All costs and expenses of Company , including attorneys ' fees for the preparation and recordation of documents deemed necessary and appropriate to establish and perfect the Purchase Money Security Interest , shall be the responsibility of Buyer and shall be immediately payable by Buyer upon receipt of Company ' s invoice for same .
6 . Risk of Loss . Risk of loss transfers to Buyer upon delivery of goods by Company to the shipping carrier , Carriage Paid to Destination .
7 . Delivery / Acceptance
( a ) Unless otherwise stated by the Company in writing , the Company will despatch the Goods within a reasonable period of time following receipt of the Buyer ' s Order . If the Company specifies a date for delivery , such date shall be given and intended as an estimate only and time for delivery shall not be of the essence .
( b ) Unless otherwise agreed in writing , delivery and the Buyer ’ s acceptance of the Goods shall be deemed to take place upon the physical delivery of the Goods to the Buyer or its nominee at the Buyer ’ s place of business or other place stipulated by the Buyer .
( c ) Subject to the other provisions of the Conditions the Company shall not be liable for any delay in the delivery of the Goods ( even if caused by the Company ' s negligence ), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days .
( d ) Without prejudice to any rights of the Company hereunder , if the Buyer fails to accept delivery of the Goods when they are ready for delivery , or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions , documents , licences , consents and authorities : ( i ) the Buyer shall pay to the Company , by way of addition to the Contract price , all transit , storage and insurance costs and any other costs incurred by the Company as a result ; ( ii ) risk in the Goods shall pass to the Buyer ( including for loss or damage caused by the Company ' s negligence ); and ( iii ) the Goods shall be deemed to have been delivered .
( e ) The Company shall be entitled to deliver the Goods by separate installments and to determine the route and manner of delivery of Goods except where otherwise agreed in writing .
( f ) Claims for damage must be made directly with the shipping carrier . Buyer shall notify Company in writing of any claim relating to defective , or nonconforming Product or any shortage in quantity of any shipment of Product promptly upon learning of such shortage or defect , and in no event later than 15 days of receipt of such product , and Buyer shall include invoice date and number on all such claims . In the event of such rejection or shortage of any Product ordered by Buyer , at Company ’ s election , Company shall replace the rejected product , or make up the shortage , and shall make arrangements with Buyer for the return or any rejected Products , such return shipping charges to be paid by Buyer . Company will reimburse buyer for such return shipping charges to the extent that it is shown that defects , damage , or nonconformity is due to the fault of Company .
( g ) Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods .
8 . Warranty
( a ) The Company gives no warranty in respect of Goods not of the Company ’ s manufacture but will , where possible , assign
North America Retail Price List 2016 www . daler-rowney . com
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