Terms & Conditions

2. DELIVERY/COLLECTION OF PRODUCTS

2.1 The terms of delivery are those indicated in the Order Confirmation and the Products will be despatched per those agreed terms. DEA SYSTEM UK & IRE does not assume any responsibility for delays in delivery by the carrier. The dispatch terms shall not be, in any case, a fundamental term of the Contract.

If DEA SYSTEM UK & IRE fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement products of similar description and quality in the cheapest market available, less the Price of the Products.

2.2 In no case shall delays by DEA SYSTEM UK & IRE in the delivery of Products confer on the Customer the right to rescind the Contract and/or claim compensation. By accepting these Terms, the Customer waives any right to make any claim and/or counterclaim howsoever arising in this regard.

2.3 Delays in delivery of the Product caused by a chance event, force majeure and/or any other reason beyond the control of DEA SYSTEM UK & IRE, shall not entitle the Customer to claim any indemnity and/or compensation nor shall it have the right to rescind the Contract or claim a reduction in the Price thereunder.

A non-exhaustive list of such causes are force majeure, strikes, lock-out, industrial disputes, fire, electricity cuts, lack of raw materials, delays in delivery by suppliers, changes in the Law, earthquakes or any other natural disaster, war or revolution or any other event outside the control of DEA SYSTEM UK & IRE.

2.4 In the event of delays by the Customer in collecting the Products from DEA SYSTEM UK & IRE, the Customer will be responsible for all warehousing costs whether at the premises of DEA SYSTEM UK & IRE or a third party and all security costs ancillary thereto, notwithstanding the fact that the risk of damage, deterioration, loss and/or theft passes to the Customer from the agreed dispatch date.

The Customer acknowledges that the location and type of warehousing and security in place at the premises of DEA SYSTEM UK & IRE is ideal for the safe storage of the Products and shall raise no queries or objections in that regard, except when the Customer proves DEA SYSTEM UK & IRE’s fraud or gross negligence in the warehousing and/or security in place of the Products.

2.5 DEA SYSTEM UK & IRE reserves the right in the event that Products are not collected to issue proceedings against the Customer to protect its rights under the Contract.

3. PRICES AND PRICE-LIST

3.1 All Prices are in GBP and do not include VAT, which the Customer shall additionally be liable to pay to DEA SYSTEM UK & IRE at the prevailing rate (subject to the receipt of a valid VAT invoice).

3.2 Any modifications or variations to the price list will be communicated to the Customer by DEA SYSTEM UK & IRE in writing and the new Prices will become effective for all transactions following such notification.

3.3 Unless otherwise agreed, Prices are (EX WORKS) INCOTERMS® 2010 at DEA SYSTEM UK & IRE Ltd, and include standard packaging.

3.4 If, after concluding the Contract pursuant to Article 1.1, by some extraordinary or unpredictable reason, the performance of the Contract becomes excessively onerous, DEA SYSTEM UK & IRE shall have the right to rescind the Contract and re-negotiate it with the Customer.

3.5 Without prejudice to the provisions of clause 3.4 DEA SYSTEM UK & IRE may, by giving notice to the Customer up to 8 (eight) days before delivery, increase the Price of the Products to reflect any increase in the cost of the Products that is due to:

1. a) any factor beyond DEA SYSTEM UK & IRE‘s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
2. b) any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the specification; or
3. c) any delay caused by any instructions of the Customer or failure of the Customer to give DEA SYSTEM UK & IRE adequate or accurate information or instructions.

4. PAYMENTS

4.1 The terms and mode of payment are those indicated/referred to in the Order Confirmation. Any subsequent request for a change and/or delay in such payments must be agreed in writing with DEA SYSTEM UK & IRE. Payments made by credit instrument, bank drafts, cheque, electronic transfer or any other means are accepted by DEA SYSTEM UK & IRE subject to clearance of such instruments, the time needed for clearance shall not be treated as an extension of the time for payment under the original Contract. Any Bank charges and/or other charges linked to the clearance of funds from the Customer shall be at the expense of the Customer.

4.2 Without limiting its other rights or remedies, DEA SYSTEM UK & IRE may terminate this Contract with immediate effect by giving written notice to the Customer if:

1. a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 (fourteen) days of that party being notified in writing to do so;
2. b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceases to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction]; c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
3. d) the Customer’s financial position deteriorates to such an extent that in DEA SYSTEM UK & IRE‘s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

4.3 Without limiting its other rights or remedies, DEA SYSTEM UK & IRE may suspend provision of the Products under the Contract or any other contract between the Customer and DEA SYSTEM UK & IRE if the Customer becomes subject to any of the events listed in clause 4.2(a) to clause 4.2(d), or DEA SYSTEM UK & IRE reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

4.4 Without limiting its other rights or remedies, DEA SYSTEM UK & IRE may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 (fourteen) days after being notified in writing to make such payment.

4.5 On termination of the Contract for any reason the Customer shall immediately pay any outstanding unpaid invoices and interest to DEA SYSTEM UK & IRE.

4.6 Termination of the Contract shall not affect any of the Parties rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

4.7 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

4.8 In of the events listed in clause 4.2(a) to clause 4.2(d), 4.3, 4.4 above, DEA SYSTEM UK & IRE reserves the right to modify at its sole discretion the dates and methods of payment previously agreed in the Order Confirmation.

4.9 In no case shall defects in the Product, even when expressly acknowledged by DEA SYSTEM UK & IRE, or delays in the agreed dispatch date, or delays in collection by the Customer, confer on the Customer the right to suspend payments and/or suspend any other obligations it may have under the Contract (“solve et repete” clause).

5. GOODS PROPERTY

5.1 Title to the Products shall not pass to the Customer until DEA SYSTEM UK & IRE receives payment in full (in cash or cleared funds) for the Products and any other Products that DEA SYSTEM UK & IRE has supplied to the Customer in respect of which payment has become due, in which case title to the Products shall pass at the time of payment of all such sums.

5.2 Until title to the Products has passed to the Customer, the Customer shall:

1. a) store the Products separately from all other Products held by the Customer so that they remain readily identifiable as DEA SYSTEM UK & IRE‘s property;
2. b) not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
3. c) maintain the Products in satisfactory condition and keep them insured against all risks for their full Price from the date of delivery;
4. d) notify DEA SYSTEM UK & IRE immediately if it becomes subject to any of the events listed in clause 4.2(a) to 4.2(d), and
5. e) give DEA SYSTEM UK & IRE such information relating to the Products as DEA SYSTEM UK & IRE may require from time to time.

5.3 Even if only one instalment is missed by the Customer, provided that said instalment is not inferior to 12.5% of the Price, DEA SYSTEM UK & IRE shall have the right to (i) terminate the Contract; (ii) require the Customer to deliver up the Product in its possession or, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Product is stored in order to recover it; (iii) retain any prior payments made for the Product by the Customer. All costs and expenses howsoever arising incurred by DEA SYSTEM UK & IRE in recovering the Product from the Customer shall be at the Customer’s expense. DEA SYSTEM UK & IRE further reserves its rights to initiate proceedings for compensation in such cases.

6. WARRANTY, CONTESTATIONS AND RETURNS

6.1 Since Products such as photocells, remote controls and other accessories undergo more wear and tear than other products, DEA SYSTEM UK & IRE warrants the absence of any vices and/or defects in the abovementioned Products for 27 (twenty-seven) months as from the manufacturing date, to be proved by a valid tax document carrying the data of the purchased Product and by the label pasted to each Product bearing the code and the manufacturing date.

On motors and control panels, DEA SYSTEM UK & IRE warrants the absence of any vices and/or defects for 36 (thirty-six) months as from the manufacturing date printed on the original label.

DEA SYSTEM UK & IRE represents that the Products purchased under this Contract will only comply with their description in material respect and only fit for purposes held out by DEA SYSTEM UK & IRE. The Customer acknowledges that the purchase regulated by this Contract is not a sale by sample.

If the possible Customers’ objections as to the existence of vices/defects in the Products are well-founded and accepted by DEA SYSTEM UK & IRE in the warranty period, DEA SYSTEM UK & IRE shall repair for free or, at its sole discretion, shall substitute the viced/defective Products for manufacturing defects. The warranty does not cover return/shipping costs to be incurred by the Customer for sending and receiving materials repaired/replaced. It is agreed that the warranty here above is limited to the vices/defects of the Products expressly acknowledged and accepted by DEA SYSTEM UK & IRE, it being understood that any other injury, damage or expense of any nature incurred by the Customer is excluded.

All Products that are replaced will remain the property of DEA SYSTEM UK & IRE.

DEA SYSTEM UK & IRE will not take into account complaints about the quality of the Products, when the relevant Products have been sold as second-standard ones, or under special conditions, or when the relevant Products have been repaired by third parties without the prior consent of DEA SYSTEM UK & IRE.

Any claim or dispute arising from a single Product will not exempt the Customer from the obligation to collect or receive the remaining amount of Products, in accordance with the agreed terms and conditions of delivery.

6.2 Under penalty of cancellation of the warranty, the Customer shall notify in writing, by Royal Mail Signed for 1st Class, the found vices/defects within and no later than 14 (fourteen) days as from the delivery date, or, in case of hidden vices/defects, within and no later than 14 (fourteen) days as from the date of the relevant discovery. The burden of the proof as to the date of the discovery shall be borne by the Customer.

Unless otherwise agreed in writing by the Parties, all other ancillary expenses related to the substitution operations shall be borne by the Customer, who shall also take assume any related risks.

6.3 The warranty shall be excluded if the vices and/or the defects communicated by the Customer have been determined by the following causes:

1. the Product has not been installed in accordance with the instruction manual provided by DEA SYSTEM UK & IRE; more precisely, without limitation of the foregoing, DEA SYSTEM UK & IRE shall not be liable in any manner whatsoever for failure to observe the assembly instructions and/or the electrical connection instructions and/or for failure to observe other specific regulations applicable at the moment of the installation and/or when accessories and mechanical parts DEA SYSTEM UK & IRE have been installed, used or connected without respecting the intended circuit diagram and the intended types of connection;
2. the Product is not used in conformity with its intended purpose or its operating limits, as specified by the manufacturer in the technical documentation supplied with the Product itself;

III. non-original DEA SYSTEM UK & IRE parts have been used for the installation of the motor;

1. failures are due to tampering or improper repairs carried out by unauthorized personnel and/or by professionally unqualified personnel;
2. failures are caused by improper use or negligent use;
3. lack of routine maintenance as specified by the manufacturer in the technical documentation supplied with the Product itself;

VII. external factors such as electric shock, tampering even accidental, bumps and drops even accidental, exposure to moisture or steam, use in extreme thermal or environmental conditions, floods or other natural disasters;

VIII. removal or voluntary cancellation of the serial number.

1. storage and/or safekeeping of the Products in places and/or with modalities inadequate for their perfect conservation;
2. any other cause which cannot be ascribed to DEA SYSTEM UK & IRE.

The repair or replacement of parts during the warranty period does not extend the expiry date of the guarantee. DEA SYSTEM UK & IRE will not award any compensation for the period of inactivity of the Product.

6.4 DEA SYSTEM UK & IRE shall accept, the return of defective Products it being understood that the Customer shall bear all expenses and shall be the sole person responsible for the delivery to the DEA SYSTEM UK & IRE premises, and provided that DEA SYSTEM UK & IRE previously authorizes the same delivery by agreeing on the return method; in case of non-compliance, the returned Products will be rejected.

Returned Products shall carry the “DEA System feedback on returned Products” form properly filled in with item code, production date and a short description of each Product failure.

7. LIMITATION OF LIABILITY

7.1 In no circumstances shall DEA SYSTEM UK & IRE be liable in contract, tort (including negligence or breach of any statutory duty) or otherwise howsoever arising, and whatever the cause thereof for any damage attributed to the utilisation of the Product for a purpose inappropriate to its original purpose as set out in the instruction manual or other documentation accompanying the said Product or furnished to the Customer.

7.2 Without prejudice of Article 19, DEA SYSTEM UK & IRE draws the attention of the Customer to its obligation under the applicable Law and in particular the obligations it has under Health and Safety legislation and the Customer acknowledges that compliance with such legislation is a matter entirely for the Customer and DEA SYSTEM UK & IRE shall not have any responsibility in relation thereto nor shall it be liable in any way for any damage caused to anyone or anything during the installation or maintenance of the Product by the Customer or any third party.

7.3 Nothing in these Conditions shall limit or exclude DEA SYSTEM UK & IRE’s liability for:

1. a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
2. b) fraud or fraudulent misrepresentation;
3. c) defective products under the consumer protection legislation; or
4. e) any matter in respect of which it would be unlawful for DEA SYSTEM UK & IRE to exclude or restrict liability.

7.4 Subject to clauses 7.1, 7.2 and 7.3:

1. a) DEA SYSTEM UK & IRE shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
2. b) DEA SYSTEM UK & IRE’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 30% (thirty percent) of the Price of the Products.

8. PROHIBITION TO TRANSFER TO THIRD PARTIES

8.1 Unless otherwise agreed the Customer does not have the right to resell and/or transfer the Product to third parties without first having paid the entire sum due to DEA SYSTEM UK & IRE.

8.2 In the event of the Customer receiving any letter of claim, court proceedings or letter of complaint from a third party in reference to a DEA SYSTEM UK & IRE Product, the Customer must, within 14 days of receipt thereof, furnish DEA SYSTEM UK & IRE by registered post with a copy of such correspondence and/or proceedings. In default of such communication, DEA SYSTEM UK & IRE reserves the right to rescind the Contract with immediate effect retaining any instalments paid by the Customer by way of penalty and reserving its rights under the Contract and the applicable Law to institute proceedings for further compensation and/or damages arising therefrom.

9. TRADEMARK AND INTELLECTUAL PROPERTY RIGHTS

9.1 The marketed Products bear the registered trademark DEA SYSTEM®. DEA SYSTEM UK & IRE expressly prohibits the Customer to use/exploit/market the trademark for purposes other than this contract, except when previously authorized in writing. For the same reason, DEA SYSTEM UK & IRE reserves the right to inhibit the use of the trademark in case of violation of this prohibition and/or in case of lacking payment of the Price by the Customer, and in any other case in which the Customer’s use is illegal, both in off-line and/or on-line modalities.

9.2 DEA SYSTEM UK & IRE is the proprietor of all the technical and operational information, as well as of any information relating to the Product, which is intended to be used only for the execution of this contract. For this reason, DEA SYSTEM UK & IRE prohibits the relevant dissemination to third parties.

9.3 The Customer who has become aware of any counterfeiting, imitation, illegal/wrong use of the trademark and/or of the commercial names shall immediately communicate it to DEA SYSTEM UK & IRE.

10. TAXES AND DUTIES

Any taxes, tariffs, duties, customs, fees, tolls, licenses, authorizations, leaves and/or other fiscal and/or customs and/or administrative burdens, notwithstanding their names, provided for by the law of the State in which the Products are imported and/or by the law of the State in which the Products will be resold, are completely and exclusively borne by the Customer, without prejudice to the provisions of the agreed term.

11. RE-SALE OF THE PRODUCT

11.1 DEA SYSTEM UK & IRE suggests that the Customer uses the recommended retail price contained in the DEA SYSTEM UK & IRE price list. However, it is entirely a matter for the Customer to fix its own price list.

11.2 In cases where the Customer is not installing the Product itself but assigning this responsibility to a third party, it is a matter entirely for the Customer to satisfy itself that said third party has the requisite professional qualification and experience to install the Product properly. If the Customer fails in this responsibility, DEA SYSTEM UK & IRE shall not be responsible for any claim howsoever arising either from the Customer or a third party.

12. EXTRA

Any extras subsequently ordered will form part of the Contract and be subject to these terms and conditions. The modalities of dispatch of extras shall be as agreed in writing between DEA SYSTEM UK & IRE and the Customer.

13. NO ASSIGNMENT OF CONTRACT

This Contract shall not be assigned by the Customer in whole or in part without the prior written consent of DEA SYSTEM UK & IRE. DEA SYSTEM UK & IRE reserves the right to assign this Contract in whole or in part on prior notification to the Customer.

14. LANGUAGE

These terms and conditions are for indicative purposes only and shall have no legal effect as these terms and conditions have been translated from Italian to English.

15. WAIVER

In any instance in which DEA SYSTEM UK & IRE either does not enforce or does not insist on strict compliance with one or more clauses of these terms and conditions, or of the Contract, this shall not be taken as a general waiver of said clause or said rights and shall not inhibit DEA SYSTEM UK & IRE subsequently relying on the punctual and strict compliance therewith.

16. SEVERABILITY

16.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

16.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

17. EXCLUSIVE JURISDICTION

For any dispute related to the interpretation, execution and/or termination of the Contract the sole competent court shall be exclusively the Court of Vicenza (Italy). Notwithstanding the above, DEA SYSTEM UK & IRE shall have the right to start any legal proceedings, included preventive or provisional proceedings, before the Court of the place where the Customer has its domicile pursuant to Article 63 of the EU Regulation No 1215/2012 of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters and subsequent amendments.

18. APPLICABLE LAW

The Italian law is applicable to the present Contract, it being understood that the application of the United Nations Convention on the International Sale of Products (Vienna Convention 11th April 1980) is in any case excluded.

19. QUALITY SYSTEM – TECHNICAL RULES

19.1 The Customer is aware that the Products marketed by DEA SYSTEM UK & IRE consist of mechanical/electronic products and their accessories and that the relevant manufacturing, marketing, installation and maintenance are ruled by specific provisions; therefore, their distribution and installation requires the assistance of qualified and expert professionals, who can provide to the final customer a complete set of information on the technical and operational features of the Products, their correct installation and safety measures (in particular, reference is made to the provisions BS 12453 “Industrial Commercial and garage doors and gates – product standard” and BS 12445 “Industrial Commercial and garage doors and gates – safety in use of power operated doors”, and to the European directives as well). The Customer is aware that all automatic locking devices fall within the scope of application of the “Machinery” Directive, with any corresponding obligations for resellers and installers and with the obligation to keep the technical documentation file of the Product, to carry out the maintenance and with reference to the EC declaration of conformity.

19.2 As a consequence of the provision under Article 19.1 above, the Customer must be a qualified seller/installer of the Products and he or she must therefore:

1. a) have a past experience of at least 1 (one) year in the sale and/or installation of products similar to the Products of DEA SYSTEM UK & IRE;
2. b) provide to the final customer a consultancy service in order to guide the choice towards the most adequate Product, taking into consideration the intended use of the Product itself, in order to reduce the risk of improper use;
3. c) be able to provide the final customer with the most accurate and complete information about the Products – including the provisions regulating the installation – in relation to the questions raised by the final customer.

It is expressly understood that, in the light of the above and in order to ensure the safety of the final users/customers with respect to the Products of DEA SYSTEM UK & IRE, the Customer is authorized to sell the Products to the following categories:

– to any professional buyer, distributor and/or installer, provided that said professional has already been selected by DEA SYSTEM UK & IRE or provided that DEA SYSTEM UK & IRE has previously given its consent;

– to any final customer, provided that it has been previously and duly verified that the installation of the DEA SYSTEM UK & IRE Products is carried out by a professional installer.