Terms & Conditions
Application and entire Agreement
1. These terms and conditions will apply to the purchase of goods detailed in our quotation (Goods) by the buyer (You or customer) from Dearson Limited, a company registered in England and Wales under the company number 00928082, whose registered office is at 60 St Andrews Road, Bordesley, Birmingham, West Midlands B9 4LN (We, or us or supplier).
2. These terms and conditions will be deemed to be accepted by you when you accept them or the quotation from the date of any delivery of goods (Whichever happens to be earlier) and will constitute the entire agreement between us and you.
3. These terms and conditions and the quotation (the contract) apply to the purchase and sale of any goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade custom, practice or course of dealing.
Interpretation
4. A ‘business day’ means any day other than a Saturday, Sunday or Bank Holiday in England and Wales
5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
6. Words imparting the singular number and plural vice versa.
Goods
7. The description of the good set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
8. We can make any a changes to the specification of the Goods which are required to confirm to any applicable safety or other statutory regulatory requirement.
Price
9. The price (Price) of the Goods is set out in our quotation current at the date of your order or other such price as we may agree in writing.
10. If the cost of goods to us increases due to any factors beyond our control, including but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes of delivery rates, we can increase the price prior to delivery.
11. Any increase in the Price under the above clause will only take place after we have communicated it to you first.
12. You may be entitled to discounts. All discounts will be solely at our discretion.
13. The price is exclusive of fees for packaging, transportation, and delivery.
14.The price is exclusive of any applicable VAT and other taxes, or levies which are charged and imposed by a competent authority.
Cancellation and Alteration
15. Details of the Goods are described in the clause above (Goods) and set out in our sales documentation are subject to alteration without prior notice and are not a contractual offer to sell the Goods which is capable of acceptance.
16. The quotation (including any non-standard price negotiated in accordance with the clause of Price (above) is valid for a period of 28 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
17. Either of us can cancel for any reason prior to your acceptance (or rejection) of the quotation.
Payment
18. We will invoice you for the price either:- On or at any time after the delivery of goods or
- Where the Goods are ready to be collected by you or where you wrongfully do not take the delivery of the Goods, at any time after we have notified you that the goods are ready for collection or we have tried to deliver the
19. You must pay the price on the invoice within 14 days of the date on our invoice or otherwise according to any credit terms passed between us.
20. You must make payment even If delivery is has not taken place and/or that the title has in the Goods has not been passed to you.
21. If you do not pay within the period set out in clause 19, we will suspend any further deliveries to you without limiting any of our other rights or remedies for statutory interest, charge you the at rate of 12% of per annum (4% above the current 8% BoE rate), from time to time on the amount outstanding until you pay in full.
22. Time for the payment will be the essence of the contract between us and you.
23. All payments must be made in either British Pounds, European Euro or United States Dollars, unless otherwise agreed in writing between us.
24. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off our counter claim against each the other to justify withholding payment of any such amount in small or full part.
Delivery
25. We will arrange for delivery of the Goods to address specified in the quotation or your order, or another location we in writing.
26. If you do not specify a delivery address, or we agree to one in writing, then you must collect the Goods from our premises.
27. Subject to the specific terms of special delivery service, delivery can take place any time between the hours of 8am and 8pm.
28. If you do not take delivery of the goods, we may at our discretion, and without prejudice to any other rights:
29. Store or arrange for the storage of the Goods will charge you for all the associated costs and expenses, including but not limited to transportation, storage and/ or:
30. Make arrangements for the redelivery of the Goods and charge you for the costs of such redelivery; and/or
31. After 10 business days, resell or otherwise dispose of part or all of the goods and charge you for any shortfall below the price of the Goods.
32. If redelivery is not possible, as set out above, you must collect the goods from our premises and will be notified of this. We can charge you for all associated costs including but not limited to; storage and insurance.
33. Any dates quoted for delivery are approximates only, and the time of the delivery is not of the essence. We will not be liable for any delay in the delivery of the Goods that is caused by circumstances beyond our control or your failure to provide us with adequate delivery instructions or any other instructions which are relevant to the supply of the Goods.
34. We can deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in a delivery or defect in an instalment will not entitle you to cancel any other instalment.
Inspection and Severance of goods
35. You must inspect the goods on delivery or collection.
36. If identify any damages or shortages you must inform us in writing within 7 days of delivery, providing details.
37. Other than the agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out and inspection.
38. Subject to your compliance with the clause and/or agreement, you may return the Goods and we will, as appropriate, repair or replace, or refund the Goods or parts of them.
39. We will be under no liability or further obligation in relation to the goods if:
b. You make any further use of such Goods after giving notice under the clause above relating to damages and shortages and/or
c. The defect arises because you did not follow our oral or written instructions about the storage, installation/assembly, use and maintenance of the goods; and/or:
d. The defect arises from natural wear and tear of the goods; and/or:
e. The defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees, or agents or any third parties.
40. You bear the risk and Cost of returning the Goods
41. Acceptance of the Goods will be deemed upon inspection of them by you and in any event of 14 days after delivery
Risk and Title
42. The risk in the Goods being will pass to you on completion of delivery
43. Title to the Goods will not pass onto you until we have received payment in full (either in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment is due.
44. Until the title of the Goods has passed onto you, you must (a) hold the goods on a fiduciary basis as our bailee and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the goods; and/or (c) keep the Goods in a satisfactory condition and keep the insured against all risks for their full price from the date of delivery.
45. As long as the goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
Termination
46. We can terminate the sales of the goods under contract where:
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- You commit a material breach of your obligations under these terms and conditions
- You are or become or, in our reasonable opinion, are about to become the subject of bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors
- You enter into a voluntary agreement with under part 1 of the Insolvency Act 1986, or any other scheme is made with your creditors or:
- You convene any meeting of your creditors, enter involuntary or compulsory liquidation, have a receiver, manager, administrator, or administrative receiver appointed in respect of your assets or undertakings or part thereof, any documents filed with the court for the appointment of the administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of schedule B1 of the insolvency act 1986), a resolution is passed or a petition presented to any court for the winding up of your affairs or the granting of an administration order, or any proceedings which are commencing relating to your insolvency.
Limitation of Liability
47. Our liability under Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section
48. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions, or other terms implied by statute or common law (save for those implied by Section 12 of the Sales of Goods Act 1979) are excluded for the fullest extent permitted by law.
49. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the cost and expenses incurred by you in obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods
50. Our total liability will not, in any circumstances, exceed the total amount of the price payable to you.
51. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
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- Any indirect, special, or consequential loss, damage, costs, expenses and/or:
- Any loss of profits, loss of anticipated profits, loss of business, loss of data, loss of reputation or goodwill, business interruption, or other third-party claims and/or
- Any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied
Communications
53. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
54. Notices will be deemed to have been duly given:
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- When delivered, if delivered by a courier or other messenger (including registered mail) during the normal business hours of the recipient.
- when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
- On the fifth business day following if mailed by mailed by standard national ordinary mail (Royal Mail) or
- On the tenth business day following mailing, if mailed by airmail.
Data Protection
57. The parties agree that where such processing of personal data takes place, the Buyer shall be ‘Data Controller’ and the seller shall be ‘Data Processor’ as define in the General Data Collection Regulation (GDPR) as may be amended, extended and/or re-enacted from time-to-time.
58. For the avoidance of doubt, ‘Personal Data’, ‘Processing’ ‘Data Controller’ ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in GDPR.
59. The seller shall only process Personal Data to the extent as reasonably required to enable it to provide the Goods as mentioned in these Terms and Conditions and or requested by the Buyer, shall not retain any Personal Data that longer than necessary for the Processing and refrain from Processing any Personal Data pertaining to the sale (such as Bank card or other financial information) for any of its own- or Third-Party Purposes.60. The Seller shall not disclose any such personal data listed in Clause 56, to any third parties other than employees, directors, agents acting on behalf of the company, subcontractors or advisors on a strict “Need-to-Know” basis, and only under the same (or more extensive) conditions as set out in these Terms and conditions or as to the extent required by applicable legislation and/or regulations.
61. The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller’s approach to data protection are specified in its Data Protection policy, which can be found via our GDPR: Privacy Policy page on our website. For any enquiries or complaints regarding our data privacy, you can e-mail enquires@Dearsonltd.com
Circumstances Beyond the control of either party
62. Neither party shall be liable for liable for any failure or delay in performing their obligations where such failure or delay in results for any cause is beyond the reasonable control of that party. Such causes include but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action ort any other notable event that is beyond the control of either party in question.
No Waiver
63. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
Severance
64. If one or more of these Terms and Conditions is considered to be unlawful, invalid or otherwise unenforceable that/ those provisions shall be deemed severed from the remainder of these Terms and Conditions (Which will remain valid and enforceable).Law and Jurisdiction
65. This agreement shall be governed by and interpreted by the laws of England and Wales, and all disputes arising under the Agreement (Including non-contractual disputes and claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.