Dex Outdoor Living, trading as: Southgate Enterprises Limited

1. Definitions

In these terms and conditions, the following words will have the following meanings:

• Buyer – Any person, firm, or company to whom the firm supplies goods or services or with whom the firm enters into negotiations for such supply.

• Company – Southgate Enterprises Limited.

• Goods – Products, articles, or items supplied by or subject to negotiations for supply by the company to the buyer.

• Services – Services supplied by or subject to negotiations for supply by the company to the buyer.

• Price – The price quoted, excluding VAT (unless stated otherwise). VAT and other applicable taxes/duties will be those in effect at the time of delivery.

2. Pricing

• Quotations lapse after 30 days unless stated otherwise.

• Prices may be adjusted before delivery to reflect increases in costs.

• Goods are invoiced at the price ruling at the date of dispatch unless a fixed price is agreed in writing.

3. Delivery

3.1 Delivery Terms

• All delivery times are estimates only.

• A delivery charge applies unless agreed otherwise. Additional charges apply for non-UK mainland, central London, and remote areas.

• Extra charges may apply for timed deliveries (e.g., pre-9 AM, 10 AM, 12 noon).

• A waiting time and re-delivery charge applies if the driver is kept waiting on-site for an unreasonable period.

3.2 Issues with Delivery

• The buyer is responsible for allowing sufficient time for replacements in case of incorrect or damaged goods.

• If a paid delivery does not arrive, the buyer must inform the company immediately.

• If the company fails to deliver within a reasonable time, the buyer may cancel the contract in writing unless goods have already been dispatched.

• If delivery is accepted after the estimated time, the buyer waives any claim for delay-related losses.

• The buyer agrees to pay the contract rate for the actual quantity delivered.

3.3 Inspection & Reporting

• The buyer must inspect goods immediately upon delivery.

• Any damage, shortage, or incorrect items must be reported in writing within 5 days of delivery. Failure to report within this period will result in deemed acceptance of the goods.

3.4 Refusal or Failure of Delivery

• Delivery may be declined if:

• Unsafe, unlawful, or unreasonably difficult conditions exist.

• The premises or access is unsuitable for delivery.

• The buyer fails to pay outstanding amounts.

• The buyer becomes insolvent or breaches these terms.

• Unreasonable refusal of delivery may result in additional charges or contract cancellation.

• If delivery is delayed due to the buyer’s fault, storage and insurance costs will be charged. After 14 days, the company may sell the goods and recover costs.

3.5 Call-Off & Storage

• Goods invoiced upon delivery or collection, with standard payment terms.

• Storage charges apply after 2 months at 1% of invoice value per month.

4. Payment Terms

• Payment must be made by credit card or cleared funds before delivery, unless an approved credit account is in place.

• For approved credit accounts:

• Payment is due 30 days from the end of the invoice month, unless otherwise agreed.

• Late payments may result in:

• Suspension or cancellation of future deliveries.

• Withdrawal of discounts or rebates.

• A £25 charge for returned or represented cheques.

• Interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, calculated daily and compounded monthly.

• Credit accounts may be withdrawn, credit limits reduced, or payment due dates changed without notice.

5. Insolvency of Buyer

If the buyer owes money or becomes insolvent, the company has the right to:

• Retain any property held until payment is made in full (lien).

• Stop goods in transit.

• Resell goods after 14 days of notice.

• Recover all expenses and liabilities incurred due to a breach of terms.

6. Queries on Invoices

• Invoice or proof of delivery queries must be submitted within 5 days of receipt.

• Queries cannot be raised at the time payment is due.

7. Retention of Title

• Legal ownership of goods remains with the company until full payment is received.

• The buyer must store goods so they are clearly identifiable as company property.

• The buyer must insure goods against risks.

• The right to use or sell goods ceases if:The company revokes the right in writing.

• The buyer becomes insolvent.

• If ownership is retained, the company may enter premises to inspect or repossess goods.

8. Risk & Inspection

• Risk passes to the buyer upon delivery.

• The buyer must inspect goods immediately.

• Damage or missing items must be reported within 5 working days.

• The buyer must provide samples of defective goods upon request.

9. Warranties & Liability

• Goods will:

• Match the description in the order acknowledgment.

• Be free from material defects upon delivery.

• If goods are defective, the buyer must:

• Notify the company in writing with full details.

• Allow investigation and access to premises.

• If defects are confirmed, the company may:

• Replace the goods.

• Refund the purchase price.

• Exclusions of liability:

• The company is not liable for indirect, consequential, financial losses, or compensation costs.

• Maximum liability is limited to the price of the goods.

10. Specifications & Intellectual Property

• The buyer must ensure goods are suitable for their intended use.

• The buyer guarantees that their specifications or materials will not infringe third-party rights.

• The company retains all intellectual property rights over supplied goods.

• The company may make minor modifications without notice.

11. Trade Tolerances

• Width & Length Variations: ±5mm for all cut products.

12. Returns

• Returns accepted only with prior written authorization.

• Non-returnable items:

• Special orders, non-stock items, custom colours, made-to-measure windows, roof vents, conservatories, and glass products.

• The buyer must check product quality, dimensions, and finish before use.

• Returns are subject to:

• A handling charge (typically 15% or more).

• A carriage charge.

• Goods must be in original condition; otherwise, no credit will be issued.

13. Waiver & Variations

• Any variations to these terms must be in writing and signed by both parties.

• All orders are subject to these terms, overriding any conflicting terms the buyer may have.

14. Force Majeure

The company is not liable for delays or failure in performance due to unforeseen circumstances beyond its control, including:

• Acts of God, war, strikes, government regulations, national emergencies, fire, flood, explosion, transport delays, or supply issues.

15. General

• Governing Law: English Law applies. Disputes fall under English and Welsh courts.

• If multiple buyers exist, obligations are joint and several.

• If any term is unenforceable, the remaining terms remain valid.

• Promotional materials are for illustration only and do not form part of contracts.

• Notices must be in writing and delivered to the recipient’s registered office or principal business address.

16. Copyright & Trademarks

• All intellectual property rights in this document remain with Southgate Enterprises Limited.

• No part may be copied without written consent.

• Dex Outdoor Living® is a registered trademark of Southgate Enterprises Limited.

• Southgate Windows is a trading name of Southgate Enterprises Limited.

© Southgate Enterprises Limited, March 2025. All rights reserved.