In these terms and conditions (“Terms”) [DSG Retail Limited of 1 Portal Way, London, W3 6RS (no 504877) / The Carphone Warehouse Limited of 1 Portal Way, London, W3 6RS (2142673)] and the Supplier is “You”. These Terms will apply to any goods (“Goods”) and/or any services (“Services”, together “Deliverables”) we buy from You.
1. ORDER PROCESS
1.1. This Order is placed on the Terms that appear below and any other terms and conditions which We have notified to You in writing. These terms do not apply where and to the extent We have entered into a written contract with you which covers the subject matter of these Terms and where this Order is issued pursuant to such contract. We do not accept and hereby reject any terms or conditions quoted or offered by You unless they have been expressly accepted in writing by one of our Directors. Each Order shall be an offer by Us to purchase Deliverables subject to these Terms. You will be bound when You accept the Order either expressly by giving notice, or impliedly by fulfilling the Order, in whole or in part.
2. GOODS & SERVICES
2.1. You undertake and warrant that: (i) all Deliverables shall conform in all respects with any samples, trials, representations made by You or any particulars specified in this Order and any variations thereto; (ii) all Deliverables shall conform in all respects with the requirements of any applicable statutes, orders, regulations or codes of conduct from time to time in force; (iii) all Goods shall be safe, of satisfactory quality, fit and sufficient for the purpose for which they are ordinarily used and for any particular purpose We make known to You; (iv) all Services will be supplied with no less than professional skill and care in in compliance with all applicable law specified standards and service levels; (v) personal data provided to You will be processed only for the purposes agreed with Us and in accordance with Our instructions; (vi) You will have in place and appropriate organisational and technical security measures; and (vii) you have necessary rights, licences, title and authorisations required to provide the Deliverables to Us and the Deliverables will not infringe the intellectual property rights of any third party. You acknowledge and agree that We are relying on Your skill and judgement in the supply of all Deliverables and the execution of this Order. This does not affect any terms implied by law.
3. THE PRICE
3.1. The price of the Deliverables is as stated on this Order and no increase will be accepted by Us unless agreed by Us in writing.
3.2. Invoices to DSG Retail Limited must be addressed to Accounts Payable Department, DSG Retail Limited, c/o Dixons Retail SSC s.r.o., PO Box 200, Brno, 658 00, Czech Republic, and, where required, submitted via our electronic invoicing system for payment (details of which can be provided by Us separately). Invoices for The Carphone Warehouse Limited should be addressed to its registered office at 1 Portal Way, Acton, W3 6RS. For orders raised for the Republic of Ireland, invoices should be addressed to: DSG Ireland Limited, c/o Dixons Retail SSC s.r.o, PO BOX 200 , 658 00, Brno, Czech Republic and where required, submitted via our electronic invoicing system as outlined above. In each case VAT shall be applicable at the appropriate rate. We shall pay all valid invoices (net of any agreed discounts or reductions) within 60 days following receipt of invoice (time of payment is not of the essence). Invoices must only be sent after the Deliverables have been delivered unless otherwise agreed with Us in writing. The Order number shown overleaf must be quoted by You on Your invoice and on all other documentation and correspondence relating to the Order. Invoices which do not quote our Order number will be returned unpaid and payment will be delayed.
3.3. Late payment by Us will attract interest at the rate of 2% per annum above the base rate of the Bank of England calculated from the due date to the date of actual payment. This is the sole remedy for late payment. The Late Payment of Commercial Debts (Interest) Act 1998 will not apply to this Order.
4. DELIVERY, PROPERTY AND RISK
4.1. We, or Our representative or agent, may inspect or test the Deliverables at any reasonable time at the premises of You or any permitted subcontractor or assignee. You will give, or arrange for, access to such premises.
4.2. You will deliver the Deliverables to the address shown in this Order. You must have full unencumbered title to the Deliverables and be able to pass good title in them. Property and risk in the Deliverables shall pass to Us at the time of delivery. Any access to premises and any labour and equipment provided to You is be provided without acceptance by Us of any liability whatsoever unless due to the negligence of Us or Our servants or agents.
4.3. The time of delivery shall be of the essence and your failure to deliver on time shall enable Us (at our option) to release ourselves from any obligation to accept and pay for the Deliverables and/or to cancel all or part of this Order in either case without prejudice to our other rights and remedies. You will notify Us at once of any delay.
5. FAULTY DELIVERABLES
5.1. Where the Deliverables are defective or You are otherwise in breach of these Terms We may at our option within one (1) month of delivery of the Deliverables or such longer period as is reasonably necessary for Us to discover any breach or (if longer) the period usually offered by You under your guarantee: (i) have the Goods repaired or replaced by You or any Services re-performed by You in each case at your cost; or (ii) reject the Deliverables in whole or in part and recover any sums paid to You.
5.2. You will collect any Goods rejected by Us. If We return them, this will be at Your risk and expense.
6. GENERAL TERMS
6.1. You will indemnify Us in respect of all claims, losses, damages, fines or costs of whatever nature (including but not limited to loss of profits, loss of anticipated savings and all other consequential losses) arising directly or indirectly from:
6.1.1. any breach of any warranty, term or condition contained herein;
6.1.2. non-delivery, late delivery or short delivery;
6.1.3. loss of or damage to data (and will inform us at once of any such loss or any relevant breach of security which could affect us);
6.1.4. damage to property or injury to any person that arises from any defect in the Goods or from Your performance of the Order;
6.1.5. misleading or inaccurate information contained in any associated instructions or documentation;
6.1.6. infringement or alleged infringement of any patent, trade mark, copyright, design right or other intellectual property rights;
6.1.7. any other act or omission by You, your employees, agents or contractors in relation to this Order.
7. All rights (including ownership and copyright) in any data, specifications, instructions, plans, drawings, patterns, models, designs or other material furnished to or made available to You by Us or specifically created by You for Us as part of the Deliverables pursuant to this Order (“DC IPR”) shall be and remain our sole property. You hereby assign to Us all intellectual property rights (whether existing now or in the future) in any Deliverables specifically created for us and agree to take all steps necessary to complete the assignment of any DC IPR to us including procuring the waiver of any moral rights of your employees or contractors in the same. You shall not (except to the extent necessary for the implementation of this Order) without our prior written consent use or disclose any DC IPR or any other information (whether or not relevant to this Order) which You may obtain in connection with this Order. You shall not refer to Us or this Order in any advertisement or press release without our prior written agreement. Both parties will keep any information disclosed to it by the other confidential for a period of 5 years from disclosure.
8. We may terminate this Order at any time on 7 days’ notice (and both You and We will perform all obligations accrued at the point of termination). Without prejudice to any other remedy We may cancel this Order at any time without further liability to You following any breach or non-observance of any of these Terms or following any act of bankruptcy, petition for bankruptcy or winding-up or the passing of a resolution for winding-up or the appointment of a receiver or administrative receiver of You, any part of your business or any of your assets.
9. You may not sub-contract or assign your rights or obligations unless We have consented in writing. Where We do consent, You will remain jointly and severally liable with the sub-contractor or assignee for their acts and omissions.
10. You confirm You have not offered, or given or agreed to give, to any person any gift or consideration of any kind as an inducement/reward for doing or forbearing to do, or having done or forborne to do, any action in relation to the obtaining or execution of this Order.
11. Should We delay or fail to enforce any of the Terms of this Order or the resulting contract it shall not constitute a waiver of our right to enforce any other Term, or the same Term on a later occasion, unless expressly confirmed by Us in writing.
12. If any of the Terms of this Order are deemed or held to be void or unenforceable the other Terms shall remain in full force and effect. The headings to these Terms shall not affect their interpretation. No term herein, express or implied is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Order and any resultant Contract.
13. This Order and the resulting contract are governed by English Law. You submit to the exclusive jurisdiction of the English Courts.
Any notice given under or pursuant to this Order shall be sent by hand or by first class post to the Company Secretary of You or Us at the respective registered office address and will be deemed served immediately by hand or 2 days after posting if sent by first class post.