These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
A "business day" means any day other than a Saturday, Sunday, or bank holiday.
The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
Words imparting the singular number include the plural and vice-versa.
The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise, or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
It is the buyer's responsibility to ensure that the Products purchased are suitable for their specific chemical safety requirements. If the buyer chooses not to seek product training or consultation, they accept full liability for the correct and safe use of the Products. We shall not be held liable for any misuse, improper handling, or application of the Products where training or advice has been offered and declined.
The description of Services is set out in our quotation provided and may include but is not limited to:
The Price (Price) of the Goods/Services is set out in our quotation current at the date of your order or such other Price as we may agree in writing.
If the cost of the Goods/Services to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
Any increase in the Price under the clause above will only take place after we have told you about it.
You may be entitled to discounts. Any and all discounts will be at our discretion.
The Price is exclusive of fees for packaging and transportation/delivery.
The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Details of the Goods/Services as described in the clause above (Goods/Services) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods/Services capable of acceptance.
The quotation (including any non-standard Price negotiated) is valid for a period of 30 days only from the date shown unless expressly withdrawn by us at an earlier time.
Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.
The Company reserves the right to levy a handling fee equivalent to 15% of the purchase Price of the relevant goods on such goods having been wrongly ordered by the buyer and requiring return. The handling fee is to cover the costs of administration, packaging, transport, and restocking.
Returns will only be considered if they are notified to the Company, in writing, within 3 days of receipt of the goods and returned to the supplier within 10 days. The Company is not obliged to accept the return of any goods (other than faulty or damaged goods).
We will invoice you for the Price either:
For Customers placing their first order with us, or for customers with a poor credit history, of for reasons of our choosing, we reserve the right to issue a pro-forma invoice. In such cases, full payment must be received before the dispatch of any goods. We will inform you if this condition applies at the time of order placement. Failure to make payment within the specified time may result in the cancellation of your order and the goods will not be reserved beyond the payment deadline.
You must pay the Price within 30 days of the date of our invoice or otherwise according to any credit terms agreed between us.
You must make payment even if delivery has not taken place and/or title in the Goods has not passed to you.
If you do not pay within the period set out above, we will suspend any further deliveries to you and charge you interest at the rate of 2.5% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full. We reserve the right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
Time for payment will be of the essence of the Contract between us and you.
All payments must be made in British Pounds unless otherwise agreed in writing.
Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off, or counterclaim against the other to justify withholding payment of any such amount in whole or in part.
We will arrange for the delivery of the Goods/Services to the address specified in the quotation, or your order, or to another location we agree in writing.
Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am and 6 pm.
If you do not take delivery of the Goods/Services we may, at our discretion and without prejudice to any other rights:
If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods caused by circumstances beyond our control or your failure to provide adequate delivery instructions or other instructions relevant to the supply of the Goods.
We can deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
You must inspect the Goods on delivery or collection.
If you identify any damages or shortages, you must inform us in writing within 3 day of delivery, providing details.
Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have been inspected.
Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, replace, or refund the Goods or part of them.
We will be under no liability or further obligation in relation to the Goods/Services if:
You bear the risk and cost of returning the Goods.
Acceptance of the Goods will be deemed to be upon inspection of them by you and, in any event, within 3 days after delivery.
The risk in the Goods will pass to you on completion of delivery.
Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for:
Until title to the Goods has passed to you, you must:
As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or those of any third party where the Goods are stored to recover them.
We can terminate the sale of Goods under the Contract where:
Our liability under the provision of Goods/Services/Orders/Quotations and any breach of statutory duty, and in tort, misrepresentation, or otherwise, will be limited to this clause.
Subject to the clauses on Inspection and Acceptance and Risk and Title, all warranties, conditions, or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
If we do not deliver the Goods/Services, our liability is limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the Goods/Services.
Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
We will not be liable (whether caused by our employees, agents, or otherwise) in connection with the Goods/Services, for:
The exclusions of liability contained in this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; or for fraud or fraudulent misrepresentation.
The Company will comply with all applicable requirements of the General Data Protection Regulation (GDPR) in relation to any personal data collected from the Buyer. We will only process such data in accordance with our Privacy Policy and Data Protection Addendum, available on request or on our website.
All notices under these Terms and Conditions must be in writing and signed by or on behalf of the party giving notice (or a duly authorised officer of that party).
Notices will be deemed to have been duly given:
All notices under these Terms and Conditions must be addressed to the most recent address, email address, or fax number notified to the other party.
Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party, including but not limited to power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, pandemics, acts of war, governmental action, or any other event beyond the control of the party in question.
If one or more of these Terms and Conditions is found to be unlawful, invalid, or otherwise unenforceable, that provision shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Products supplied by Diphex are authorised for use, distribution, and sale exclusively within the United Kingdom. Customers shall not resell, distribute, or transfer any products outside of the UK without prior written consent from Diphex.
Customers are responsible for ensuring that products are not used or supplied in jurisdictions where such use or supply would breach local regulations, including but not limited to import, export, and safety standards.
Any distribution of products outside the UK in violation of this clause constitutes a material breach of these terms and conditions. In such cases, Diphex reserves the right to:
suspend or terminate the customer’s account,
recall the non-compliant products at the customer’s expense, and/or
take legal action for damages or other remedies as permitted by law.
Diphex accepts no liability for any use, resale, or distribution of products outside the UK that violates this clause or local regulations.
Customers must immediately notify Diphex if they become aware of any actual or potential resale or distribution of products outside the UK.