Terms & Conditions

Terms & Conditions

Terms and Conditions of Sale

Delta Impact Limited

1. GENERAL
All goods are supplied by us subject to these conditions,
which supersede any earlier set of conditions appearing
in our catalogues or elsewhere and which shall override
any terms and conditions stipulated, incorporated or
referred to by the Buyer whether in the order or in any
negotiations.
2. PRICES
Any quotation is offered subject to prior sale and shall
be calculated against full quantities and / or as a
package. Subject to this all orders are accepted for
execution at prices current at the date of despatch.
Prices are quoted ex-works and are subject to change
or withdrawal without notice. Packing, delivery and
insurance are charged extra. No discounts shall apply
unless previously agreed by us in writing.
3. PAYMENT
Terms of payment are strictly cash with order unless a
credit account has been established with us. Where a
credit account has been established with us, payment
must be made for each instalment of goods delivered in
accordance with the payment terms stated on the
respective invoice (whether goods delivered are the
whole or only part of the goods ordered). We reserve
the right at our complete discretion to refuse to
establish a credit account for any Buyer, to refuse credit
to any Buyer notwithstanding that a credit account may
already have been established and to withdraw
established credit account facilities. Without prejudice
to our other rights, interest, at two percent per
calendar month (running from day to day) shall be
payable on any payment which is more than 30 days
overdue until actual payment. Notwithstanding any
statement to the contrary by the Buyer, we shall be
entitled in our absolute discretion to appropriate any
payment received by us from the Buyer to or towards
any indebtedness of the buyer with us, whether under
this or any other contract.
4. RE-SCHEDULING OF ORDERS
Where an order includes a delivery date or dates, these
may be re-scheduled only with our specific written
agreement, and in any event we will require not less
than three months’ prior written notice of any required
re-scheduling. Any stockholding costs incurred as a
result of any re-scheduling will be payable to us by the
Buyer.
5. CANCELLATION
In the event of the cancellation of any order we reserve
the right without prejudice to charge up to 100% of the
order value of the items cancelled.
6. DELIVERY
Any time or date quoted by us for delivery is given and
intended as an estimate only. Whilst every endeavour
will be made to meet an estimated time for delivery,
we shall not be liable to make good any damage or loss
whether arising directly or indirectly out of delay in
delivery. We reserve the right to deliver by instalments
against any order. Non-delivery must be reported
immediately in writing to us within 3 days of the date of
despatch. Where we tender delivery in accordance
with the contract and the Buyer either refuses to
accept delivery at that time or subsequently returns the
goods without good cause, he shall be deemed to be in
breach of the contract and we shall be entitled to treat
the order or any relevant part of it as cancelled by the
Buyer (without prejudice to any other rights we may
have). All product collected by the customers
designated carrier shall be deemed to have been
delivered to the customer and to be the liability of the
customer at the point of collection.
7. TRANSIT
We will replace, free of charge, goods damaged or lost
in transit provided the Buyer gives us written
notification of such damage or loss within 3 days after
delivery.
8. INSPECTION
When the Buyer examines the goods before delivery is
affected, the buyer shall have no further right to
inspect on arrival other than to notify us of any loss or
damage in transit. When the goods are delivered to the
Buyer without any previous examination, the buyer
shall inspect them immediately on arrival and shall
within 3 days of such inspection give written notice to
us of any matter of thing by reason of which he may
allege that the goods are not in accordance with the
contract. If the Buyer shall fail to give such notice the
goods shall be deemed to be in all respects in
accordance with the contract and the Buyer shall be
bound to accept and pay for them accordingly.
9. OWNERSHIP
Until the Buyer makes payment in full for the goods he
shall at all times keep them in his possession and
control and shall not remove them without our consent
and will not sell or otherwise dispose of or deal with
the goods. Legal and equitable ownership of the goods
shall remain with us, notwithstanding delivery thereof
to the Buyer, until such time as the full price thereof
(and any other monies payable hereunder) has been
paid by the Buyer to us. Until such time, the Buyer shall
have possession of the goods as Bailee. We will permit
the Buyer to sell the goods on in the ordinary course of
his business (either separately or as part of constructed
products), but in that event the proceeds of sale
thereof will be held by the Buyer as our Trustee to the
extent of the Buyer’s indebtedness to us. Pending any
such sale, the Buyer will be obliged to keep the goods
separate from his own goods until the property therein
passes to the Buyer or until the same are sold on to a
third party.
10. PASSING OF RISK
Notwithstanding that ownership of the same may
remain with us, as from the time of the delivery of the
goods to the Buyer.
11. MARKS AND NUMBERS
The Buyer shall not remove or otherwise interfere with
the marks or numbers on any goods supplied by us.
12. DEFAULT
If the Buyer makes default in any payment on the due
date or is otherwise in breach of any of these terms, or
if (being an individual) he commits an act of
bankruptcy or has a receiving order made against him
or (being a Company) enters into liquidation (whether
compulsory or voluntary) or has a receiver or manager
appointed of the whole or any part of its business or
undertaking or if distress or execution is levied or
threatened upon any of the Buyer’s property, then in
any such case (and without prejudice to any other
rights we may have):-
(i) we shall be entitled to repossess and resell goods delivered to the Buyer and not paid for in full
and for that purpose to enter upon the property in
which they are situated.
(ii) we shall be entitled to suspend all
further deliveries to the Buyer until the default is made
good or to refuse to deliver any further goods to the
Buyer and to re-sell any further goods ordered by the
Buyer whether they are the balance of any order or the
whole part of a further order.
(iii) the Buyer shall in any event be liable to
make good to us our loss or profit on all such goods and
all costs and expenses of repossession, storage,
insurance and sale and to pay to us interest as provided
above until actual payment.
13. DEFECTIVE GOODS
(a) If any goods are or become faulty or
defective by reason only of defective materials or faulty
workmanship we will (at our Option) either refund the
price of the goods or replace or repair such goods
provided (1) the Buyer has notified us in writing with
full particularity and where possible independent test
evidence within 30 days of delivery and (2) the Buyer
has returned the faulty or defective goods to us within
90 days of delivery. (b) The liability above is to
the full extent the law allows in place of any other
conditions or warranties whether express or implied as
to the quality and fitness for purpose of the goods and
(c) Save as provided above and in Clause 18
we shall have no liability to the Buyer or any third party
in respect of faulty or defective goods. (d) All
products are subject to their manufacturers warranty
save where you have been notified to the contrary and
should be subject to a batch check before use or
installation onto equipment.
14. USE OF GOODS
The Buyer acknowledges that we act solely as a
distributor of electronic products and that the Buyer is
exclusively responsible for detailing the specification of
all goods ordered from us, for ascertaining the use to
which they will be put, and for determining their ability
to function for that purpose. Accordingly (and without
limiting the generality of the previous condition) we
have no liability arising out of any advice given by us to
the Buyer relating to its requirements in respect of any
goods.
15. COMPUTER SOFTWARE
Where any goods supplied by us embody, include or
contain computer program(s) and/or related
documentation the copyright in which is owned by a
third party, all rights and liabilities associated with the
use and/or reproduction thereof will be subject to the
terms of the applicable end user licence, to the
exclusion of all liabilities and obligations on our part.
16. INTELLECTUAL PROPERTY
(a) the Buyer will indemnify us against all
liabilities for infringement of third party intellectual
property rights arising from our compliance with the
Buyer’s specific requirements regarding design or
specification for the goods or arising from the use of
the goods in combination with other products.
(b) except as aforesaid, we agree to defend
any action or proceedings brought against the Buyer
insofar as the same are based on a claim that any goods
supplied hereunder infringe an United Kingdom
intellectual property rights, provided we are notified
immediately and in writing of such claim and are given
all such authority, information and assistance as is
necessary for proper defence of the same.
Furthermore, we will indemnify the Buyer against all
damage and costs awarded against the Buyer in respect
of any such claim provided that the same does not arise
solely by reason of the use of the goods in conjunction
with other products or elements. In the event that all
the goods or the use thereof (subject as aforesaid) are
held to constitute an infringement of any United
Kingdom intellectual property rights and the use is
thereby prevented, we will at our own expense and at
our option either procure for the Buyer the right to
continue using the goods, or replace the same with a
non-infringing product, or modify the goods so that
they become non-infringing, or retake possession of the
goods and refund the purchase price thereafter.
Subject to the foregoing, we shall be under no liability
to the Buyer for any loss, damage or injury, whether
direct or indirect, resulting from any intellectual
property right infringement by the goods.
17. LIEN
In the event of the Buyer’s insolvency we shall be
entitled (in addition to any lien arising by law) to a
general lien on all the Buyer’s goods in our possession
(although the same or some of them have been paid
for) for any money due in respect of such goods or in
respect of any general or particular balance or other
money due from the Buyer to us, whether under the
same or any other order.
18. LIABILITY
(a) Subject to Paragraph d of this Condition,
we shall not be liable to the Buyer for any indirect or
consequential loss or damage of any kind whatsoever
however arising.
(b) In any event subject to Paragraph d of
this Condition our total liability shall not exceed the
contract price as stated in our invoice.
(c) Irrespective of any claim against us all
sums due to us from the Buyer will remain due and
owing and the Buyer shall have no right to offset
against sums due to us.
(d) Paragraphs a to c inclusive of this
Condition shall not apply to loss or damage arising out
of or in connection with death or personal injury or loss
or damage for which liability cannot be limited or
excluded by law; or
(e) This Condition shall survive the Contract.
19. FORCE MAJEURE
We shall be relieved of all liability for obligations
incurred to the Buyer whenever, and to the extent of
which the fulfilment of such obligation is prevented,
frustrated or impeded in consequence of any statute,
rules, regulations, orders or requisitions issued by any
government department, council other duly constituted
authority or by reason of any strikes, combination of
workmen, lockouts, breakdown of plant, accident, civil
commotion, war, force majeure or any other cause
beyond our control.
20. LAW
These conditions and the contract and all matters
pertaining thereto shall be governed by English law,
and the English courts shall have jurisdiction in relation
thereto.

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