Terms of Trade

1.New customers

1.1If a customer wishes to open an account, a member of the DSG sales team will send the application form and completion notes to the prospective customer. Initial orders will be received on a strictly pro-forma basis and payable in advance in accordance with DSG Distributors LLC’s (‘DSG’s’) accepted payment methods.

1.2Please note that any supply of DSG’s products is entirely in the discretion of DSG. DSG therefore reserves the right to refuse to accept an order and/or to supply any product in accordance with such order, at any time and entirely at DSG’s discretion without advancing any reason for so doing.

2.Account application

2.1Once DSG receives a copy of the customer’s fully completed application form (signed by an appropriate signatory and in acceptance of DSG’s terms & conditions) DSG’s accounts department will begin the assessment process. An account application can take up to several weeks, but DSG endeavors to process it as soon as possible.

2.2Once the assessment process has been completed the customer will receive a copy of DSG’s terms of account along with a copy of DSG’s terms and conditions. The acceptance letter included should be signed and returned for DSG records.

2.3If DSG cannot properly or adequately assess the prospective customer’s financial status the account will be dealt with on a strictly pro forma basis until further notice.

3.Credit limit

3.1The credit limit set by DSG for each account is based on data from credit reporting sources and from financial details supplied by the customer and any other relevant sources.

3.2After a 3-month continuous trading period the customer may request a credit review. This will be undertaken by a senior member of DSG management.

3.3A credit review form may be downloaded from DSG’s website or requested from DSG’s headquarters. On completion of the form it should be signed and returned – whether by electronic means or in hard copy.

3.4Please note, however, if poor performance has been noted on a customer’s account, this may adversely affect the outcome of the credit review.

3.5All account changes, if agreed between DSG and a customer, will be confirmed and sent to the customer’s accounts department.

4.Credit limit

Credit limits noted and applied by DSG are entirely in DSG’s discretion. These are based on several factors (or a combination thereof) including (but not limited to) the customer’s: business history, account handling, good payment records, and good channels of communication.

5.Payment Terms

For customers with accounts at DSG, their credit terms will be strictly as follows: 30 days from date of invoice (i.e. in respect of an invoice raised on May 18 in a particular calendar year, payment should be received by DSG no later than 1 calendar month thereafter – i.e. on June 18 of that year). For customers who have not been granted credit facilities, please see the Pro-forma Accounts section – section 6 below.

6.Pro-forma accounts

On receipt of all new orders, DSG will raise a pro-forma ‘Receipt of Order’ form and send it to the customer – whether by electronic means or by hard copy. Once DSG receives confirmation of payment the goods comprised in the order will be invoiced and shipped to the customer.

7.Accepted payment methods

DSG accepts the following methods of payment: bank draft or certified check (in U.S. dollars); bank transfer (in this respect please seek the requisite details from DSG’s accounts department); credit card (in this respect no charge to be effected, but the applicable form must be completed and returned to DSG on request.)

8.Order processing

8.1On placing new orders all customers are to ensure that an order number (or a person reference) is supplied.

8.2Once an order is raised on the DSG system an order acknowledgement will be sent whether by electronic means or in hard copy. This document must be checked for price and quantity, and then signed and sent to DSG’s sales department. Thereafter, subject to availability, the stock will be allocated to the customer order, and shipped in accordance with agreed terms.

8.3In respect of any order, and in the event that DSG receives a credit hold warning alert the customer’s accounts department will be notified. No order may be processed for delivery or shipped until credit control in DSG has satisfactorily approved it.

8.4DSG aims to fulfill all orders on an ‘ASAP basis.’ However, some products may require forecasting. Furthermore, manufacturers’ inventory counts may result in delayed order fulfillment. In the event, DSG seeks cooperation on a customer’s part (and, in select cases, its patience) as it endeavors to fulfill all orders as expeditiously as possible. In cases of delay, accordingly, DSG undertakes to promptly inform the customer and to supply all available information concerning the order and any delay in fulfillment.

9.Rewards Program

9.1DSG operates a customer rewards program (the Rewards Program; the Program). The terms of the Rewards Program are set out below, in this section 9. However, DSG specifically reserves the right to amend or alter its terms; or, without notice and entirely in its discretion, to withdraw the Rewards Program, whether in part or in its entirety.

9.2In the event, only those customers who have satisfied the terms of the Program and duly and properly qualified for points up to and prior to cessation of the Program, will be dealt with in fulfillment of its terms.

9.3The Program entails an offer by DSG of redeemable points based on purchases.

9.4The current portfolio of DSG brands (the Product Brands) to which the Program applies is noted in the rewards page. There are, however, within these Product Brands selected but limited exclusions. Furthermore, DSG reserves the right without notice to eliminate and remove from the above list a specific brand or product from its Rewards Program. DSG may also add to the Rewards Program list.

9.5The Program applies (per section 9.4 above) to the monetary value of identified product purchased by a customer in a particular quarter period. The relevant periods are the usual calendar quarters commencing respectively on January 1, April 1, July 1 and October 1.

9.6The Program commences on January 1, 2021 and will be based on the aggregate value of customer purchases of Product Brands during a quarter period.

9.7The maximum number of points a customer can accumulate is 4,000. Any points earned above this number must be applied on the order which generates the points.

9.8DSG may run promotional offers throughout the year. Promotional offers are separate from the Rewards Program and as such will not generate rewards points (unless otherwise specified by DSG).

9.9Promotional offers can include prizes/gifts/rewards linked to the purchase of another product(s). In the event that the product(s) is returned the prize/gift/reward shall also be returned by the customer. Failure to return the prize/reward/gift will nullify the return.

1.Definitions

In these conditions the following terms shall have the following meanings.

• ‘DSG’ means DSG Distributors LLC.
• ‘Customer’ means the customer of DSG.
• ‘Contract’ means any contract for the sale of Goods by DSG to the Customer.
• ‘Goods’ means any goods forming the subject of this contract including parts and components of or materials incorporated in them or as detailed on the Invoice.
• ‘Price’ means the price as detailed on the Invoice.

2.Quotation

Quotations by DSG unless otherwise stated in them shall be open for acceptance within 30 days of the date of the quotation.

3.Existence of contract

3.1No Contract shall come into existence until the Customer’s order (however given) is accepted by the earliest of: DSG’s written acceptance; delivery of the goods, the subject of the Order; and DSG’s invoice; or an order form has been completed and signed on behalf of the Customer and the order acknowledgment has been signed on behalf of DSG.

3.2These conditions shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by the Customer.

3.3Except as expressly provided for in this Invoice no variation or amendment of this Invoice or oral promise or commitment related to it shall be valid unless committed to writing and signed by or on behalf of both parties.

4.Prices

4.1The Price for the goods described is in accordance with the current price list compiled by DSG at the date of order and excludes any special requirements of the Customer overnight, service charges and any Third Party delivery addresses, sales tax and other taxes or duties. The Price invoiced is calculated in respect of the quantity of goods actually delivered irrespective of the quantity in respect of which any quotation was issued.

4.2DSG shall have the right in respect of any uncompleted portion of the Contract to adjust its prices for any increase in the price of materials, parts, labor, transport, changes in work or delivery schedules or quantities or any other costs of any kind arising for any reason after the date of the Contract.

4.3Price changes shall take effect on the date of service on the customer of notice of the change.

5.Payment

5.1All invoices are payable (subject to Clause 5.3 below) without discount of any kind within 30 days of the date of DSG’s Invoice at premises stated on the invoice and in no circumstances shall the Customer be entitled to make any deduction or withhold payment for any reason at all.

5.2Without prejudice to any other rights of DSG, if the Customer fails to pay the invoice price by the due date the Customer shall not be allowed any discount given in that invoice or in any other way agreed and shall pay interest on any overdue amount from the date on which payment was due to the date of actual payment (whether before or after judgment).

5.3Credit facilities shall only be provided to Customers after completion and return of an application form, which shall be provided by DSG to the Customer upon request. Prior to the granting of any credit facilities trade references shall be required and the within terms and conditions shall be deemed to have been accepted upon completion of the Application Form. DSG reserves the right to refuse credit at any time and to withdraw credit facilities without notice.

5.4Customers without credit facilities must send payment for goods ordered with Order Form. If payment is made by check the goods shall only be processed on clearance of the check received.

6.Title

6.1DSG shall transfer only such title or rights in respect of the goods as DSG has and if the goods are purchased from a third party shall transfer only such title or rights as that party had and has transferred to DSG.

6.2Notwithstanding the earlier passing of risk, title in the goods shall remain with DSG and shall not pass to the Customer until the amount due under the invoice for them (including interest and costs) has been paid in full.

6.3Until title passes the Customer shall hold the goods as Bailee for DSG and shall store or mark them so that they can at all times be identified as the property of DSG.

6.4DSG may at any time before title passes and without any liability to the Customer: repossess and dismantle and use or sell all or any of the goods and by doing so terminate the Customer’s right to use, sell or otherwise deal in them; and for that purpose (or determining what if any goods are held by the Customer and inspecting them) enter any premises of or occupied by the Customer.

6.5Until title passes the entire proceeds of sale of the goods shall be held in trust for DSG and shall be held in a separate designated account and not mingled with other moneys or paid into any overdrawn bank account and shall be at all times identifiable as DSG’s money.

6.6DSG may maintain an action for the price of any of the goods notwithstanding that title in them has not passed to the Customer.

7.Risk, delivery and performance

7.1The goods are delivered to the Customer when DSG makes them available to the Customer or any agent of the Customer (or any person or body corporate to whom the customer requests DSG to deliver the goods) or any carrier (who shall be the Customer’s agent whoever pays its charges) at DSG’s premises or other delivery point agreed by DSG.

7.2Risk in the goods passes when they are delivered in accordance with clause 7.1.

7.3Goods are supplied ex-stock, but DSG may at its discretion deliver the goods by installments in any sequence. Where an out of stock situation arises, delivery times advised in this situation will be estimated only. DSG shall not be liable for failure to dispatch within the time granted. Special Delivery requirements will be charged in addition to any applicable handling and carriage charge.

7.4Where the goods are delivered by installments, no default or failure by DSG in respect of any one or more installments shall invalidate the Contract in respect of the goods previously delivered or undelivered.

7.5DSG may deliver to the Customer and the Customer shall accept in satisfaction of the Contract a lesser number than the number of goods ordered.

7.6Any dates quoted by DSG for the delivery of the goods are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected by DSG no regard has been paid to any quoted delivery dates.

7.7If the Customer fails to take delivery of the goods or any part of them on the due date, and to provide any instructions or documents required to enable the goods to be delivered on the due date, DSG may on giving written notice to the Customer store or arrange for the storage of the goods, and on the service of the notice: risk in the goods shall pass to the Customer; delivery of the goods shall be deemed to have taken place; the Customer shall pay to DSG all costs and expenses including storage, any redelivery and insurance charges arising from its failure.

7.8DSG shall not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract.

8.Returns

8.1All return requests must be notified to the Operations Team who will issue an RET form. Once the RET form is complete and returned to the Operations Team, an RET number will be issued. This RET number does not confirm authorization for credit or replacement.

8.2Items must be returned within 15 days of dispatch and any returns without an RET form will not be accepted. Items after 15 days of dispatch but within 30 days may be returned, provided the returns standards are met. A restocking fee will however apply. Items cannot be returned after 30 days of dispatch.

8.3On return, all items will be fully inspected and must be in their original condition and packaging. Items that do not meet these standards will be rejected, or will not be fully reimbursed.

8.4A credit will not be issued for items that are found to be faulty/damaged or not in the condition described on the RET form.

8.5‘Stock items’ returned for reasons other than being faulty from new or damaged in transit, may be subject to a restocking charge of up to 20%.

8.6‘Special Order’ items may only be returned if they are faulty from new or damaged in transit.

8.7Except where otherwise stated, where goods are received damaged and it is obvious upon delivery, the consignment note must be marked accordingly and notification given to DSG Distributors in writing, within 24 hours.

8.9Items can only be considered faulty from new if DSG Distributors is notified in writing within the terms required by the manufacturer, but no more than 15 days from date of purchase.

8.10Any goods ordered or supplied as advanced replacements will be invoiced in full and only dispatched if suitable payment is made or facilities are in place. Where the returned unit is proven not to be faulty, this liability remains with the purchaser.

8.11DSG Distributors does not undertake to reimburse any costs incurred in the return of faulty goods.

8.12No customer on credit stop can have returns processed.

9.Warranty

9.1Unless otherwise stated, all items are sold with a manufacturer provided warranty only. Being a trade-only company, DSG Distributors has no liability regarding the warranty provision, as this is provided to the purchaser directly by the manufacturer, who in turn offers this to the end-user. The claims process is as below, or DSG Distributors can pass to a regional repair center nominated by the manufacturer.

9.2All warranty repair requests must be notified to the Operations Team who will issue an official RMA form. Once completed, an RMA number will be issued. This RMA number does not confirm authorization of warranty repair or give any acceptable liability by DSG Distributors.

9.3Any items returned without an official RMA form number will be rejected.

10.Cancellation

Orders for goods which have to be obtained or made especially for the Customer will be charged in full unless written notice of cancellation is received no more than 2 weeks from date of order confirmation and manufacture of them or any components for them has not commenced at the date of that notice. Orders for stock items may be cancelled by written notice at any time before the goods are allocated to the Contract but if a cancellation notice is received after the goods have been allocated to the Contract then a packing and handling charge will be payable by the Customer.

11.Scope of contract

Under no circumstances shall DSG have any liability of whatever kind for: defects resulting from wear and tear, accident, improper use by the Customer; goods which have been adjusted, modified or repaired except by DSG; the suitability of any goods for any particular purpose or use under specific conditions; any substitution by DSG of materials or components not agreed in writing; descriptions, illustrations, specifications, figures as to performance, drawings and particulars of weights and dimensions submitted since they are merely intended to represent a general idea of the goods; technical information, recommendations, statements or advice not given in writing in response to a specific written request; or any variations in quantities, dimensions or specifications that do not materially affect the characteristics of the goods.

12.Extent of liability

12.1DSG shall have no liability to the Customer for any loss or damage of any nature arising from any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of DSG or in any other way out of or in connection with the performance or purported performance of or failure to perform the Contract except for death or personal injury resulting from DSG’s negligence as expressly stated in these conditions.

12.2If subject to the terms of Clause 8.6 the Customer establishes that any goods have not been delivered, have been delivered damaged, or are not of the correct quantity or do not comply with their description DSG shall, at its option, replace with similar goods any goods which are missing, lost or damaged or do not comply with their description, or allow the Customer credit for their invoice value or repair any damaged goods.

12.3If the Customer establishes that any goods are defective DSG shall, at its option, replace with similar goods or repair any defective goods, allow the Customer credit for their invoice value or assign to the Customer (so far as DSG is able to do so) any warranties given by the manufacturer of the goods to DSG.

12.4The delivery of any repaired or replacement goods shall be at DSG’s premises or other delivery point specified for the original goods.

12.5Where DSG is liable in accordance with this condition in respect of only some or part of the goods the Contract shall remain in full force and effect in respect of the other or other parts of the goods and no set-off or other claim shall be made by the Customer against or in respect of such other or other parts of the goods.

12.6No claim against DSG shall be entertained for any defect arising from any design or specification provided or made by the Customer or if any adjustments, alterations or other work has been done to the goods by any person except DSG.

12.7DSG shall not be liable where any goods, the Price of which does not include carriage, are lost or damaged in transit and all claims by the Customer shall be made against the carrier. Replacements for such lost or damaged goods will, if available, be supplied by DSG at the prices ruling at the date of shipment.

12.8In no circumstances shall the liability of DSG to the Customer under this condition exceed the invoice value of the goods.

13.General

13.1DSG may sub-contract the performance of this contract in whole or in part.

13.2DSG may at its discretion suspend or terminate the supply of any goods if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or any other document with DSG or becomes insolvent, has a receiver appointed over its business or is compulsorily or voluntarily liquidated or DSG in good faith believes that any of those events may occur, and in case of termination may forfeit any deposit paid.

13.3If the goods are manufactured in accordance with any design or specification provided or made by the Customer the Customer shall compensate DSG in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged, that the design or specification infringes the rights of any third party.

13.4Except for any which is expressly agreed to be included in the goods all tools, patterns, materials, drawings, specifications and other data provided by DSG shall remain its property and all technical information, patentable or un-patentable, copyright and registered designs arising from the execution of any orders shall become the property of DSG.

14.Confidentiality

The Customer shall not at any time whether before or after the termination of this document divulge or use any unpublished technical information deriving from DSG or any other confidential information in relation to DSG’s affairs or business or method of carrying on business.

15.Force majeure

DSG shall not be liable for any failure in the performance of any of its obligations under this document caused by factors outside its control.

16.Law and jurisdiction

This document shall be governed by the laws of the State of New York, and the Customer consents to the exclusive jurisdiction of the courts of the State of New York in all matters regarding it except to the extent that DSG invokes the jurisdiction of the courts of any other country.

17.Notices

17.1Any notice given under this document shall be in writing and may be served personally, by registered or certified mail, by overnight courier, by email, or by any other means which any party specifies by notice to the others.

17.2Each party’s address for the service of notice shall be its above-mentioned address or such other address as it specifies by notice to the others.

17.3A notice shall be deemed to have been served: if it was served in person, at the time of service; if it was served by post, 48 hours after it was posted; if it was served by email, at the time of sending.