1. Interpretation1.1 In these Terms:-
"Buyer" means the person who places an Order for the Goods;
"Contract" means the contract between the Buyer and the Seller for the sale and
purchase of the Goods;
"Delivery Point" means the place stated in the Quotation to which the Goods are to be
"Goods" means the goods stated in the Quotation which the Seller is to supply in
accordance with these Terms;
"Order" means the Buyer's order;
"Price" means the price of the Goods set out in the Quotation;
"Quotation" means the Seller's quotation for the Goods;
"Seller" means D.B. Ramsden & Co. Ltd. t/a Dee Bees;
"Terms" means these standard terms of sale and includes any special terms agreed in
writing between the Buyer and the Seller;
2. Entire Agreement2.1 These Terms contain the whole agreement between the parties who confirm that they
have not entered into the Contract in reliance on any representations that are not
expressly incorporated in these Terms.
3. Basis of Sale3.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with these
Terms which are applied to all Contracts to the exclusion of all other conditions
including any conditions which the Buyer may purport to apply under any purchase
order confirmation or similar document.
3.2 All delivered orders must be received and processed by 12pm for next day delivery in line
with your set delivery days. Minimum orders to exceed £300 ex vat, excluding tobacco.
Any delivery below this amount would be subject to a £20 + vat delivery charge.
Return of good stock must be requested within 24 hours of the stock being delivered.
3.3 All Orders for Goods shall be deemed to be an offer by the Buyer to purchase the
Goods pursuant to these Terms.
3.4 No Order submitted by the Buyer shall be binding on the Seller unless and until
accepted either in writing or otherwise by the Seller.
3.5 Any variation to these Terms (including any special conditions agreed between the
parties) shall be inapplicable unless agreed in writing by the Seller.
4. Specifications4.1 The Buyer shall be responsible for ensuring the accuracy of any Order and providing
any necessary information within a sufficient time to enable the Seller to perform the
Contract in accordance with these Terms.
4.2 The quantity, quality and description of the Goods and any specification for them shall
be as set out in the Quotation.
4.3 No Order may be cancelled by the Buyer except with the agreement in writing of the
Seller and on terms that the Buyer shall indemnify the Seller against all loss (including
loss of profit), costs, damages, charges and expenses incurred by the Seller as a result
5. Price of the Goods5.1 The Price is exclusive of VAT and payment of the Price shall be due by Direct Debit
within 7 days of the date of the Seller's invoice ("the Due Date"). Returned Direct Debits
will incur £100 + Vat charge. If cleared within 24 hours £50 will be refunded.
5.2 The Price includes the cost of packaging and delivery to the Delivery Point.
5.3 The Seller reserves the right, by giving notice to the Buyer at any time before delivery,
to increase the Price to reflect any increase in the cost to the Seller which is due to
any factor beyond the control of the Seller or any delay attributable to the Buyer.
5.4 The Seller may invoice the Buyer for the Price on or at any time after delivery of the
5.5 The cost of any returnable containers or pallets shall be charged to the Buyer in
addition to the Price but full credit will be given to the Buyer provided that they
are returned undamaged to the Seller before the Due Date.
5.6 In the event that full payment is not received by the Seller by the Due Date,
the Seller may:-
5.6.1 charge interest on overdue invoices from the Due Date on a
day-to-day basis until full and final payment is received in accordance
with the Commercial Debts (Interest) Act 1998 together with any
5.6.2 cancel the Contract or suspend any further deliveries to the Buyer;
5.6.3 appropriate any payment made by the Buyer to such of the Goods
as the Seller may deem fit.
6. Delivery6.1 Delivery of the Goods shall be made by the Seller to the Delivery Point.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller
shall not be liable for any delay in delivery of the Goods however caused.
Time for delivery shall not be of the essence of the Contract unless previously
expressly agreed by the Seller in writing. The Goods may be delivered by the
Seller in advance of the quoted delivery date on giving reasonable notice to the
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute
a separate contract and failure by the Seller to deliver any one or more of the
instalments in accordance with these Terms or any claim by the Buyer in respect
of any one or more instalments shall not entitle the Buyer to treat the Contract as
a whole as repudiated.
6.4 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate
delivery instructions at the time stated for delivery, then without limiting any other
right or remedy available to the Seller, the Seller may:-
6.4.1 store the Goods until actual delivery and charge the Buyer for the
reasonable costs (including insurance) of storage; or
6.4.2 sell the Goods at the best price readily obtainable and after
deducting all reasonable storage and selling expenses account to the
Buyer for the excess over the Price under the Contract or charge
the Buyer for any shortfall below the Price under the Contract.
7. Property and Risks7.1 Risk of damage to or loss of the Goods shall pass to the Buyer on delivery.
7.2 Property in the Goods shall remain with the Seller until the later of;
7.2.1 all sums due and owing to the Seller from the Buyer on any account
having been paid; and
7.2.2 delivery of the goods in accordance with these terms.
7.3 Pending the transfer of the property in the Goods:-
7.3.1 the Buyer shall hold the Goods as the Seller's bailee and shall keep the
Goods separate from those of the Buyer and third parties and properly
stored, protected, insured and identified as the Seller's property; and
7.3.2 the Seller may at any time require the Buyer to deliver up the Goods to
the Seller and in default the Buyer hereby grants the Seller a licence to
enter upon any premises of the Buyer and any third party where the
Goods are stored and repossess the Goods.
7,4 Any delivery damages & shortages to stock, to be reported within 48 hours of delivery.
8. Warranties and Liability8.1 The Seller shall be under no liability under the above warranty:-
8.1.1 in respect of any defect in the Goods arising from any specification
supplied by the Buyer;
8.1.2 in respect of any defects arising from fair wear and tear, wilful damage,
negligence, abnormal working conditions, failure to follow the Seller's
instructions whether oral or in writing, misuse or alteration or repair of
the Goods without the Seller's approval;
8.1.3 if the total Price for the Goods has not been paid by the Due Date; or
8.1.4 where the Buyer shall be entitled to the benefit of any warranty as is
given by the manufacturer to the Seller.
8.2 A claim under the above warranty shall be notified to the Seller within 1 day from the
date of delivery or where the defect or failure was not apparent on reasonable
inspection within a reasonable time after discovery of the defect or failure, in default of
which the Buyer shall not be entitled to reject the Goods and the Seller shall have no
liability for such defect or failure, and the Buyer shall be bound to pay the Price in full.
8.3 Subject as expressly provided in these Terms, all warranties, conditions, or other
terms implied by statute or common law are excluded to the fullest extent permitted
8.4 Where a valid claim is made under the above warranty, the Seller may, at its discretion,
either replace the Goods or refund to the Buyer, the Price of the Goods in which case
the Seller shall have no further liability to the Buyer.
8.5 Except in respect of death or personal injury caused by the Seller's negligence or
liability for defective products under the Consumer Protection Act 1987, the Seller
shall not be liable to the Buyer by reason of any representation (unless fraudulent) or
any implied warranty, condition or other term, or any duty at common law, or under
the express terms of the Contract for loss of profit or for any indirect, special or
consequential loss or damage, costs, expenses or other claims for compensation
whatsoever whether caused by the negligence of the Seller, its employees or agents or
otherwise which arise out of or in connection with the supply of the Goods including
any delay in supplying or failure to supply the Goods in accordance with the Contract
or at all or their use or resale by the Buyer, and the entire liability of the Seller under
or in connection with the Contract shall not exceed the Price except as expressly
provided in these Terms.
9. Force Majeure9.1 Neither party shall be liable for any delay or defect due to any act of God, war, strike,
lock-out, industrial action, fire, flood, drought, tempest, or other event beyond the
reasonable control of either party.
9.2 If any obligation under this agreement cannot be performed for a continuing period of
3 months as a result of one or more of the events described in 9.1 then either party
may terminate the agreement by notice in writing at the end of this period.
10. Change of Status10.1 The Buyer shall forthwith notify the Seller immediately upon any change of status from sole trader to partnership to Limited Company or vice versa.
11. Arbitration11.1 Any disputes which may arise between the parties concerning the Contract shall be
referred to a single arbitrator to be agreed upon by the parties or in default of
agreement to be nominated by the President for the time being of the Chartered
Institute of Arbitrators for determination in accordance with the Arbitration Act 1996.
12. Termination12.1 The Seller may terminate this agreement at any time and without further
obligation to the Buyer by notice in writing if the Buyer becomes insolvent or an order
is made or a resolution passed for the winding up of the Buyer (other than for the
purpose of a solvent amalgamation or reconstruction) or if an administrator,
administrative receiver or receiver is appointed in respect of the whole or any part of
its assets or if the Buyer is in default in payment at any time.
13. General13.1 The Buyer may not assign any of its rights or obligations under the Contract without
the prior written consent of the Seller.
13.2 The Buyer will at all times keep confidential all information acquired in consequence of
or pursuant to this Contract save as may be required by law or where such information
is in the public domain other than due to the Buyer's breach.
13.3 A notice to be given by either party to the other under these Terms shall be in writing
addressed to that other party at its registered office or principal place of business.
13.4 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered
as a waiver of any subsequent breach of the same or any other provision.
13.5 If any provision of the Contract is held by a court or other competent authority to be
in valid or unenforceable in whole or in part, the validity of the other provisions of the
Contract and the remainder of the provision in question shall not be affected.
13.6 The Buyer acknowledges and by submitting an Order consents to the processing
and disclosure by the Seller of personal data relating to the Buyer relevant to any
credit which may from time to time be afforded by the Seller to credit reference
agencies, banks and credit insurers and that such organisations may process the data
13.7 This agreement shall be governed by and construed in accordance with the law of
England and Wales and each party agrees to submit to the jurisdiction of the courts of
England and Wales.
13.8 For the purposes of the Contracts (Rights of Third Parties) Act 1999, this agreement is
not intended to and does not give any person who is not a party to it any right to
enforce any of its provisions.
13.9 Data Protection - Our Commitment to Your Privacy. Please see accompanying letter.