Terms & conditions

Terms & conditions

DYSON CONDITIONS OF CONTRACT

  1. General
    These conditions of contract (‘the Conditions’) supplied by Dyson Limited (‘Dyson’) to the supplier (‘the Supplier’) shall be incorporated into each contract (‘the Contract’) made by Dyson for the purchase of goods (‘Goods’) from, and/or the supply of services (‘Services’) by the Supplier. The Conditions and any terms or conditions set out on the face of Dyson’s order shall govern the Contract and no other terms, whether contained in any document provided by the Supplier or otherwise, shall apply to the Contract. No variations of any of the Conditions shall be effective unless in writing and signed by an authorised representative of Dyson. No part of the Contract may be assigned, sub-contracted or sublet without Dyson’s prior written permission.
  2. Orders
    1. Dyson will not be liable for any orders except those made on Dyson’s headed order form and signed for and on behalf of Dyson.
    2. Dyson will not be liable for any modification or alteration to an order that has not been confirmed by Dyson in writing.
    3. If the Supplier fails to supply Goods or complete Services within the time limits specified by Dyson, Dyson shall, without prejudice to any other rights or remedies, have the right to cancel the order as regards the undelivered Goods or uncompleted Services immediately.

  3. Packaging
    Packaging for Goods will be detailed in any packaging instructions from Dyson and be inclusive in the price for the Goods. When a packaging instruction is not specifically agreed, Goods must be appropriately packaged to protect them during transit. The Supplier will if requested by Dyson provide packaging information which will allow Dyson to fulfil its responsibilities under environmental legislation.
  4. Price
    All prices shall be as stated by Dyson on its purchase order and include all taxes, duties and other costs including the cost of delivery but excluding VAT. Prices shall only be varied with the written agreement of Dyson.
  5. Payment
    Payment for Goods and Services shall be made by Dyson by the end of the month following the month of issue of the Supplier’s invoice and completion of all of the Supplier’s obligations under the Contract to the satisfaction of Dyson, whichever is later (or within such other period as may agreed by Dyson and the Supplier).
  6. Delivery of Goods
    Delivery shall take place when the Goods are unloaded at or delivered to Dyson’s premises or other agreed delivery location. Time for delivery is of the essence and the Supplier will be liable for any costs or loss suffered by Dyson caused by any delay in delivery or failure to deliver. Dyson’s record of the quantity of Goods delivered under the Contract shall be accepted by the Supplier as conclusive evidence of the quantity delivered.
  7. Risk
    Risk of loss or damage to Goods shall remain with the Supplier until completion of delivery and the Supplier shall insure the Goods accordingly.
  8. Title
    Title to Goods shall pass to Dyson upon delivery or upon payment (in full or in part) by Dyson for the Goods if earlier.
  9. Intellectual Property Rights
    All copyright, design rights and other intellectual property rights in Goods vesting in Dyson at or prior to the date of the Contract or delivery shall remain the property of Dyson. If Goods are made to any specification supplied by Dyson, all copyright, design rights and/or other similar rights in the specification will remain the property of Dyson. Except to the extent that Goods are made to Dyson’s specification, the Supplier warrants that the purchase, use and sale of Goods by Dyson (including their sale incorporated into products produced and sold by Dyson (‘Products’) will not infringe the rights of any third party anywhere in the world.
  10. Warranties
    1. The Supplier warrants to Dyson that all Goods shall be free of defects in design, materials and workmanship, shall be fit for the purpose for which they are supplied and of satisfactory quality. The Goods will be of no lesser quality than any prototypes or other trial goods delivered to or examined by Dyson prior to commencement of production supplies and shall be in accordance with any quotation, specification, description, drawing or sample provided to or by Dyson.
    2. The Supplier warrants that the Goods comply with all applicable regulations and other legal requirements in relation to their manufacture, packaging, delivery, use and performance.
    3. The warranties set out in Conditions 10.1 and 10.2 above shall apply for two years from the delivery date, notwithstanding that the Goods may be incorporated into Products.
    4. The Supplier’s obligation under this warranty for the period stated in Condition 10.3 shall be, at Dyson’s option, to replace the defective or non-conforming Goods promptly and at no expense to Dyson, or to refund to Dyson the purchase price for the return of the defective or non-conforming Goods, always subject to the terms of Condition 15 below.
    5. The Supplier warrants that the Services will be performed with skill and care, in accordance with generally accepted industry standards and practices, by suitably qualified and experienced personnel.
    6. If the Supplier fails to complete any Services in accordance with the Contract or otherwise to the satisfaction of Dyson, the Supplier shall, at Dyson’s option, either re-perform the Services or those parts thereof as may be instructed by Dyson promptly and at no expense to Dyson, or refund to Dyson all fees paid by Dyson to the Supplier for such Services, always subject to the terms of Condition 15 below.
  11. Defective Products
    1. Where Goods are found to be defective and affect the quality or reliability of Products, the Supplier shall pay the costs incurred by Dyson in respect of rectification and/or replacement of those Products.
    2. Without prejudice to its right to payment as aforesaid, Dyson may, at its option, invoice warranty costs by raising a debit note on the Supplier. Debit notes will be prepared as required. The Supplier shall send a credit note for each debit.
  12. Dyson Property
    Where Dyson provides any drawings, artwork, film work, tooling or any other equipment or accessories to enable the Supplier to produce Goods or provide Services, such items shall at all times remain the property of Dyson. The Supplier shall immediately at Dyson’s request return any such items to Dyson and shall ensure that such items are at all times stored properly and safely and remain clearly identifiable as the property of Dyson.
  13. Termination
    Without prejudice to any other remedy which may be available to Dyson, Dyson shall be entitled to terminate any order for Goods or Services if:
    1. the Supplier is in breach of any term of the Contract or any other contract for the supply of Goods or Services to Dyson; or
    2. the Supplier has an insolvency order made against it or an administrative receiver is appointed over its assets or it makes any arrangements with its creditors; or
    3. there has been an event leading to the recall of Products as set out in Condition 16 below and Dyson wishes to ensure that no further problems of such nature will occur.
  14. Quality
    When required by Dyson, all deliveries of Goods shall be accompanied by a Certificate of Conformity showing that the Goods conform to Dyson’s drawings or agreed specifications of the Goods.
  15. Indemnity
    The Supplier will indemnify Dyson against all losses, costs, claims and expenses arising from any breach by the Supplier of its obligations under the Contract or of any warranty, including consequential and indirect losses and expenses.
  16. Product Recall
    1. If a serial defect or an otherwise significant problem in Products becomes apparent to either party and it is reasonably suspected that the cause is a defect in Goods, the Supplier shall immediately at Dyson’s request carry out an appropriate investigation into the Goods or participate in and co-operate with Dyson in Dyson’s investigation to determine the cause of the defect, to evaluate any safety aspects and to establish the remedial action required.
    2. If it is determined by either party that the serial defect affects product safety, the general function, performance or general levels of customer satisfaction with the Products, or if either party wishes to anticipate and prevent a likely government safety-related recall or if a government agency orders or requests Dyson to conduct a safety-related recall, then Dyson will implement a recall or service action campaign and, if necessary, such Products as are or may prove to be defective shall be repaired or replaced as appropriate.
    3. Dyson may determine that all or a proportion of any recall costs are the responsibility of the Supplier and are payable to Dyson. The costs to be reimbursed will include the warranty costs and administrative expenses incurred by Dyson.
  17. Confidential Information
    1. The Supplier shall keep confidential (and procure that its respective employees and agents shall keep confidential) any information relating to Dyson which is by nature confidential and which it or they may acquire in relation to the provision of Goods or Services, and shall not use or disclose such information except with the consent of Dyson or in accordance with the order of a court of competent jurisdiction.
    2. The Supplier shall ensure that all confidential Dyson designs, work in progress and finished Goods are kept in a secure location and in such a way that they are visible only to employees of the Supplier while in the custody or control of the Supplier, unless expressly otherwise agreed by Dyson.
  18. Proper Law
    The Contract shall in all respects be governed by English law and shall be subject to the exclusive jurisdiction of the English courts, provided that Dyson may, at its discretion, bring proceedings against the Supplier in the jurisdiction in which the Supplier resides, carries on business, was incorporated or has any assets, if elsewhere.

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