B2B SALES T&C'S
TERMS & CONDITIONS
Dash Brands Ltd - Terms & Conditions for Business Customers only
These Terms and Conditions shall apply to the purchase of all goods (“the Goods”) from Dash Brands Ltd (hereinafter referred to as “the Vendor”) by you, “the Customer”. These terms and conditions are for business customers only, do not apply to consumer sales and will govern future orders and the working relationship between the Vendor and the Customer, except as agreed in writing by both parties.
No other terms and conditions shall apply to the sale of the Goods, unless agreed upon in writing by us, including any terms and conditions referred to on the Customer’s purchase order or any other documentation. The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation. Words imparting the singular shall include the plural and vice-versa.
PLEASE PAY PARTICULAR ATTENTION TO CLAUSES 9 (EXPORTING GOODS AND INDEMNITY) AND 11 (LIABILITY OF VENDOR).
1. PRICES: The prices in any price list are exclusive of VAT and subject to alteration by the Vendor without prior notice. Unless otherwise stated, quotations are valid for a period of 30 days from the date of quotation. If the VAT rate changes between your order being placed and payment being made, we will adjust the amount of VAT payable.
2. ORDERS: Once the account has been set up, all orders placed under the account are subject to acceptance by the Vendor who will confirm such acceptance to the Customer by sending an order confirmation. All orders should be emailed to email@example.com a minimum of 5 working days prior to the required delivery date. Once the order has been accepted by the Vendor, it cannot be cancelled unless at the absolute discretion of the Vendor. Agreed cancellations will incur a fee determined by the Vendor, based on additional administration costs incurred.
3. PAYMENT: The Vendor’s invoice is payable within 28 days of invoice date, unless separately agreed in writing. The Customer shall pay all invoices in full without deduction or set-off, in cleared funds to the bank account nominated by the Vendor. The Customer shall make any claims for retro funded promotions within 90 days following the conclusion of the promotions. Any claims made by the Customer following 12 months after the conclusion of the promotion will not be accepted by the Vendor. The Vendor may at its discretion require that the Customer submits evidence to support their claims.
4. DELIVERY & ACCEPTANCE: Unless otherwise agreed, Goods are sold delivered to the location specified in the Purchase Order, at prices current at the date of dispatch. The Vendor will inform you of an estimated delivery date when you place your order but time for delivery will not be of the essence. Delivery may take place at any time of the day and must be accepted at any time of the day. If you fail to take delivery of the Goods, the Vendor reserve the right to charge for storage and redelivery costs. The Vendor also has the right to deliver orders in instalments and if one instalment is defective (as per clause 5), the Customer shall not be entitled to cancel further instalments.
5. SHORTAGES, DAMAGE & NON-DELIVERY: The Vendor sells its goods on a “no return” basis, except for quality or defect issues. All deliveries must be counted and examined by the Customer/receiving party for shortages, damage, signs of leakage, or any difference from the order placed, at the time of delivery. Customers have 72 hours from the date of delivery to submit a claim with regards to shortage of, or damage to, goods, with supporting evidence for the Vendor to review. The Vendor has the right to review the claim and any supporting evidence. If the claim is accepted, the Customer has the right to choose whether they would like a refund, a replacement, or a credit note. Availability of potential replacement stock will be determined by the Vendor’s stock levels at the date of the claim. Delays in the delivery of Goods shall not entitle the Customer to refuse to take delivery of the Goods, claim damages or terminate this agreement.
6. DELAYS IN DELIVERY: The Vendor will do our utmost to deliver the Goods to the Customer in a timely manner and the Vendor will not be liable for any fines, charges, expenses or costs of any nature that the Customer may charge in respect of late delivery, storage, short delivery, non-delivery.
7. RISK: Risk in the Goods shall pass to the Customer immediately on delivery or, in the case of ex works, when the Goods are collected by the Customer, or into custody on the Customer’s behalf, whichever is the sooner, and the Customer shall then be responsible for any loss or damage to the Goods howsoever caused. In the event the Vendor receives a court order, any notice from a regulator, or itself has reasonable justification to withdraw, recall or take any other correction action in connection with the Goods in the market, the Customer is obligated to assist, at its own cost, to ensure that all relevant Goods are withdrawn from the market as indicated by the Vendor.
8. RETENTION OF TITLE: The ownership and title in the Goods shall not pass to the customer until the Vendor has received payment in full of the purchase price together with payment of all other sums due from the Customer to the Vendor on any other account. Until such payment has been received, the Customer shall hold the Goods solely in fiduciary capacity and as a bailee for the Vendor. The Customer shall use its utmost endeavors to store Goods supplied by the Vendor separately from all other products and shall mark those Goods in which title has not passed to the Customer, conspicuously so as to be readily identifiable as being the property of the Vendor.
a. The Customer is hereby licensed to sell the Goods, notwithstanding that the title therein may not yet have passed to them. The Customer shall (as between the Customer and the Vendor but not as between Customer and any sub-purchaser) make such sale as an agent for the Vendor and accordingly shall hold the proceeds of any re-sale as trustee and agent for the Vendor and shall keep them apart from other monies of the Customer. However, if the Customer shall, whilst the contract of sale remains un-repudiated and otherwise capable of completion, make payment in full for the Goods, the Customer shall become entitled to the proceeds representing such Goods.
b. The Customer shall insure the Goods to which risk has passed to the Customer against all risk of loss or damage including, but not limited to, fire, lightning, explosion, aircraft, riot, civil commotion, malicious damage, earthquake, storm, flood, burst pipes and theft, and shall, if required to do so by the Vendor, prove to the Vendor that such insurance has been effected (a clause notice of the Vendor’s interest in the Goods noted on the Customer’s insurance policy).
c. Until property in the Goods passes to the Customer, the Vendor shall be entitled to repossess the Goods and for the purpose of each repossession shall be entitled to enter upon the Customer’s premises during normal business hours to remove the Goods.
d. The Customer’s right to sell the Goods shall automatically cease if a receiver is appointed over any of the assets of the Customer, the Customer enters into administration, a winding up order is made against the Customer, or the Customer goes into voluntary liquidation or makes arrangements or composition with its creditors or becomes bankrupt. In any of these circumstances, the Vendor shall be entitled to treat the contract as repudiated and to enter the premises of the Customer for the purpose of removing the Goods.
9. EXPORTING GOODS AND INDEMNITY:
a. It is a condition of these Terms and Conditions that the Customer shall not resell (whether directly or indirectly, actively or passively) any of the Goods in any territories other than the UK, unless and to the extent that the Customer has obtained the Vendor’s prior written consent to sell the Goods in any other territory.
b. The Customer shall indemnify and keep indemnified the Vendor in respect of all claims, fees, costs, expenses (including without limitation, legal and other professional costs), loss (including direct and indirect), damages, demands and liabilities suffered or incurred by, awarded against or agreed to be paid by the Vendor arising from or in connection with any breach by the Customer of clause 9.a above.
10. FORCE MAJEURE: In no event shall the Vendor be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Vendor shall use reasonable efforts which are consistent with accepted practices in the industry to resume performance as soon as practicable under the circumstances.
10. LIABILITY OF VENDOR:
a. As per the provisions in clause 5, if a claim for shortage or damaged Goods is accepted by the Vendor, the Customer has the right to request a refund, replacement or credit note.
- loss of profits;
- special, indirect or consequential loss;
- loss of or damage to goodwill; or
- loss of business.
d. Subject to (a) above, no collateral contract, representation, warranty, condition, stipulation, liability or obligation whatsoever is given, made or undertaken by or on behalf of the Vendor in relation to the Goods without limitation whether: (i) in contract or lost (including negligence); or (ii) expressly, implied, at common law, or by statute, custom, usage or course of dealing; or (iii) in relation to loss, injury or damage which is direct, indirect, consequential or economic or affects turnover, expenses or profit or (iv) in relation to Good’s description, correspondence with sample, state, condition, performance safety, durability, merchantable, satisfactory or other quality, fitness for any particular purpose, appearance, finish or freedom from defects on delivery or at any other time, or otherwise all of which are hereby excluded and extinguished; and the Vendor’s liability is limited accordingly.
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation;
- breach of section 2 of the Consumer Protection Act 1987; or
- any other losses that it cannot be excluded, restricted or limited under the laws of England and Wales.
- any copyrights, trademarks, patents, domain names or goodwill;
- rights in inventions and confidential information;
- logos, design rights, rights of similar nature; and
- all other intellectual property rights, in each case whether registered or unregistered and all similar or equivalent rights or forms of protection which subsist or will subsist in any part of the world.
b. The contract is between the Customer and the Vendor and is binding on their respective successors and assigns. The Customer may not subcontract, transfer, assign, charge or otherwise dispose of this contact, or any of their rights or obligations under it, without our prior written consent.