Dalesman’s Terms and Conditions of Sales shall override any and all terms and conditions as proposed by the Buyer and no addition to or variations of these Conditions shall be made (and if made shall not be valid) unless agreed in writing by Dalesman. The following terms and conditions are incorporated by reference into the Contract (as defined below).
The Customer’s attention is drawn in particular to the provisions of clauses 3.10, 7.5 AND 11.
means the Customer’s account on the Website, activated for the purpose of purchasing Goods.
means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
the terms and conditions set out in this document which apply to the Contract and as varied by clause 14.7.
means the contract for the supply of Goods by Dalesman to the Customer created in accordance with these Conditions.
means the business, firm or company who purchases the Goods from Dalesman in accordance with these Conditions and references to the Customer shall include the Customer’s Representatives from time to time.
means Dalesman Direct Limited, a company incorporated in England and Wales with registered number 10873031, whose registered office is at Dalesman House, Chase Way, Bradford, West Yorkshire, United Kingdom, BD5 8HW.
means the delivery location as is specified in the Customer’s order.
“Force Majeure Event”
means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including but not limited to:
a) acts of God, flood, drought, earthquake, storms or other similar event, natural disaster or extreme adverse weather condition;
b) epidemic or pandemic;
c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, or interference by civil or military authorities or national or international calamity, imposition of sanctions, embargo, or breaking off of diplomatic relations;
d) nuclear, chemical or biological contamination or sonic boom;
e) any law or any action or order taken or given by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
f) collapse of buildings, fire, explosion or accident;
g) any labour or trade dispute, strikes, industrial action or lockouts (whether involving its own workforce or a third party);
h) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this definition);
i) interruption or failure of utility service;
j) failure of its subcontractors or its subcontractors’ subcontractors;
k) failure of energy sources or transport network;
l) depletion, reduction or excessing pricing of raw material;
m) malicious damage;
n) breakdown of plant or machinery;
o) loss at sea.
means the goods, foods or materials to be purchased under the Contract.
means a Customer on the Website who proceeds with an order without an Account.
means the individuals, officers, employees or other representatives of the Customer who are duly authorised to purchase the Goods from Dalesman.
“Sales Order Acknowledgement”
means the document entitled Sales Order Acknowledgement generated by Dalesman and sent by post, courier, fax or e mail by Dalesman to the Customer.
means Dalesman’s e-commerce website (www.dalesmandirect.com).
1.1.1 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
1.1.2 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.1.3 A reference to writing or written excludes fax but not email.
1.1.4 All references to prices and Goods contained in these Conditions shall be taken to mean the prices and Goods detailed in a Sales Order Acknowledgement.
1.1.5 The clause headings shall not affect the interpretation of the Contract.
1.1.6 In the Contract, the following denote conditions of the Contract: “will”, “shall”, “must” “undertakes” and any other word or phrase which denotes a similar force or effect.
2. Terms and Conditions
2.1 These Conditions shall govern and be incorporated in every Contract made by or on behalf of Dalesman with the Customer and apply to the exclusion of any terms and conditions contained or referred to in any documentation submitted by the Customer or in correspondence or elsewhere or implied by trade custom, practice or course of dealing.
3.1 The Customer may register for an Account before they purchase Goods through the Website. Alternatively, the Customer may purchase Goods as a Guest.
3.2 The Customer warrants that their Representatives are authorised to bind the Customer under the Contract.
3.3 In order to register for an Account, the Customer must:
3.3.1 not be a consumer (as defined in section 2 of the Consumer Rights Act 2015); and
3.3.2 provide the following details of their Representative:
220.127.116.11 first name;
18.104.22.168 business name;
22.214.171.124 email address; and
126.96.36.199 mobile number.
3.4 In order to proceed to purchase Goods as a Guest, the Customer must not be a consumer (as defined in section 2 of the Consumer Rights Act 2015).
3.5 The Customer shall, and procure that its Representative shall, ensure that all Account details are true, correct, complete and up to date. The Customer shall procure that its Representative shall immediately amend their Account details in accordance with clause 3.8 upon becoming aware of any changes to such details.
3.6 The Customer is responsible for maintaining the confidentiality of its Representatives’ Accounts and passwords and for restricting access such Representatives’ computers, and to the extent permitted by applicable law the Customer agrees to accept responsibility for all activities that occur under its Representatives’ Accounts and passwords.
3.7 The Customer shall inform Dalesman immediately if the Customer has any reason to believe its Representatives’ usernames and/or passwords have become known to anyone else, or are being, or are likely to be, used in an unauthorised manner.
3.8 The Customer’s Representatives can access and update their Account details using the 'My Account' section of the Website.
3.9 The Customer must not, and procure that its Representatives will not, use the Website and/or their Account:
3.9.1 in any way that causes, or is likely to cause, any Dalesman service, or any access to the Website to be interrupted, damaged or impaired in any way; or
3.9.2 for fraudulent purposes, or in connection with a criminal offence or other unlawful activity; or
3.9.3 to cause annoyance, inconvenience or anxiety.
3.10 The customer's attention is drawn to this clause in particular - The Customer shall indemnify, defend and hold harmless Dalesman against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Dalesman arising out of or in connection with the Customer or the Customer’s Representatives’ use of the Website and/or Accounts.
3.11 Dalesman reserves the right to terminate any Account and to remove or edit content or cancel orders within an Account, at Dalesman’s sole discretion.
4.1 The Customer must use the onscreen prompts to place an order through the Account or as a Guest. Each order is an offer by the Customer to buy the Goods subject to these Conditions.
4.2 Dalesman’s order process allows the Customer to check and amend any errors before submitting an order. The Customer is responsible for checking its order carefully before confirming it. The Customer must ensure that its order is complete and accurate.
4.3 The Customer’s order will be deemed accepted upon issue of a Sales Order Acknowledgement by Dalesman to the Customer. The Contract will be concluded in the English language.
4.4 If Dalesman cannot accept the Customer’s order, Dalesman will inform the Customer of this by email and the order will not be processed. If the Customer has already paid for the Goods, Dalesman will refund the full amount including delivery costs charged as soon as possible.
4.5 The Customer cannot cancel an order except with the agreement of Dalesman in writing and on the terms that the Customer shall indemnify, defend and hold harmless Dalesman against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Dalesman arising out of or in connection with such cancellation.
5. Goods And Service
5.1 Images of Goods on the Website are for illustrative purposes only. Such images of the Goods may show serving suggestions for the Goods and differ from the actual Goods. Due to differences in computer displays, colours of Goods may also appear different to those shown on the Website.
5.2 Although Dalesman has made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on the Website have a 5% tolerance.
5.3 The packaging of the Goods may vary from that shown on images on the Website.
5.4 Dalesman reserves the right to amend the specification of the Goods stated on the Website if required by any applicable statutory or regulatory requirement.
5.5 The Buyer shall at all times comply with any instructions as to storage contained in Dalesman's specifications relating to the Goods or contained on the packaging or labels of the Goods and comply with all legislation relating to the Goods (including without limitation the storage, packaging, labelling and supply of the Goods to its own buyers) and shall not use or re-sell or otherwise supply or offer to supply to third parties any of the Goods after their "use by" or "best before" dates have expired.
6.1 Dalesman shall deliver the Goods to the Delivery Location in accordance with the delivery option chosen by the Customer on the Website.
6.2 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
6.3 Any dates quoted for delivery in the Sales Order Acknowledgement are approximate only, and the time of delivery is not of the essence. Dalesman shall not be liable for any failure or delay in delivery of the Goods that is caused by a Force Majeure Event, delays or detention of any shipment by customs as a result of the Customer's failure or the failure of others on the same shipment to comply with their legal responsibilities, or the Customer's failure to provide Dalesman with adequate delivery instructions, or any other instructions that are relevant to the supply of the Goods in the order.
6.4 If Dalesman fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods (but subject to clause 6.3).
6.5 If the Customer fails to accept delivery of the Goods within three Business Days of Dalesman’s first attempt to make delivery, then, except where such failure or delay is caused by a Force Majeure Event or Dalesman’s failure to comply with its obligations under the Contract in respect of the Goods:
6.5.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Dalesman first attempted to make delivery; and
6.5.2 Dalesman shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
6.6 If 10 Business Days after the day on which Dalesman first attempted to make delivery of the Goods, the Customer has not accepted actual delivery of them, Dalesman may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
6.7 If Dalesman delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, Dalesman shall make a pro rata adjustment to the invoice for the Goods.
6.8 Dalesman shall be entitled to deliver the Goods by instalments. Each instalment shall be treated as if it constituted a separate and distinct contract between Dalesman and the Buyer. Any delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment and the Buyer waives its right to reject part only of a consignment of the Goods under Section 35A of the Sale of Goods Act 1979.
7.1 Dalesman warrants that on delivery the Goods shall;
7.1.1 conform in all material respects with their description on the Website (subject to clause 5);
7.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
7.1.3 be fit for any purpose held out by Dalesman.
7.2 Subject to clause 7.3, if:
7.2.1 the Customer gives notice in writing to Dalesman within 72 hours of delivery that some or all of the Goods do not comply with the warranty set out in clause 7.1;
7.2.2 Dalesman is given a reasonable opportunity of examining such Goods; and
7.2.3 the Customer (if asked to do so by Dalesman) returns such Goods to Dalesman’s place of business at the Customer's cost,
Dalesman shall, at its option replace the defective Goods, or refund the price of the defective Goods in full.
7.3 Dalesman shall not be liable for the Goods' failure to comply with the warranty set out in clause 7.1 in any of the following events:
7.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 7.2;
7.3.2 the defect arises because the Customer failed to follow Dalesman’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods (including but not limited to clause 5.5) or (if there are none) good trade practice regarding the same;
7.3.3 the Customer alters such Goods without the written consent of Dalesman;
7.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
7.3.5 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
7.4 Except as provided in this clause 7, Dalesman shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 7.1.
7.5 The customer's attention is drawn to this clause - Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law including but not limited to sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
7.6 These Conditions shall apply to replacement Goods supplied by Dalesman.
8. Title And Risk
8.1 The risk in the Goods shall pass to the Customer on completion of delivery.
8.2 Title to the Goods shall pass to the Customer shall pass on the later of delivery or Dalesman having received payment in full, including of all applicable delivery charges.
9. Price And Payment
9.1 The prices of the Goods shall be the price set out on the Website at the time the Customer submits its order. All prices are in pounds sterling.
9.2 Dalesman takes reasonable care to ensure that the prices of the Goods are correct at the time when the relevant information was entered onto the system. However, it is always possible that, despite Dalesman’s reasonable efforts, some of the Goods on the Website may be incorrectly priced. If Dalesman discover an error in the price of the Goods the Customer has ordered, Dalesman will contact the Customer to inform them of this error and Dalesman will give the Customer the option of continuing to purchase the Goods at the correct price or cancelling the order. Dalesman will not process the Customer’s order until it has the Customer’s instructions. If Dalesman is unable to contact the Customer using the contact details provided during the order process, Dalesman will treat the order as cancelled and notify the Customer in writing. If Dalesman mistakenly accept and process the Customer’s order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, Dalesman may cancel the supply of the Goods and refund the Customer for any sums paid.
9.3 Prices for the Goods may change from time to time, but changes will not affect any order the Customer has already placed.
9.4 Subject to clause 9.7, the Customer is responsible for all import duties and local taxes where applicable.
9.5 The price of the Goods is inclusive of the costs and charges of packaging and insurance.
9.6 The price of the Goods is exclusive of the costs and charges of transport of the Goods (unless otherwise specified on the Website from time to time).
9.7 The price of the Goods is inclusive of amounts in respect of value added tax (“VAT”).
9.8 The Customer can only pay for Goods and any transportation of the Goods using Sage Pay upon placing an order.
10.1 Without affecting any other right or remedy available to it, Dalesman may terminate the Contract with immediate effect by giving written notice to the Customer if:
10.1.1 the Customer fails to pay any undisputed amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment;
10.1.2 the Customer commits a material breach of any other term of the Contract and that breach is irremediable or (if that breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
10.1.3 the Customer repeatedly breaches any of the terms of the Contract in such a manner to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
10.1.4 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
10.1.5 the Customer ceases, or threatens to cease, to carry on all or substantially the whole of its business;
10.1.6 the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or
10.1.7 there is a change of control of the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).
10.2 On termination or expiry of the Contract:
10.2.1 the Customer shall immediately pay to Dalesman all of the Dalesman's outstanding unpaid invoices and interest and, in respect of the Goods supplied but for which no invoice has been submitted, the Dalesman may submit an invoice, which shall be payable immediately on receipt;
10.2.2 such termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages for any breach of the Contract that existed at or before the date of termination or expiry; and
10.2.3 any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
11. Limitation of Liability – The customer's attention is drawn to this clause in particular.
11.1 Nothing in the Contract shall limit or exclude Dalesman’s liability for:
11.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
11.1.2 fraud or fraudulent misrepresentation;
11.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
11.1.4 defective Goods under the Consumer protection Act 1987; or
11.1.5 any matter in respect of which it would be unlawful for Dalesman to exclude or restrict liability.
11.2 Subject to clause 11.1:
11.2.1 Dalesman shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for the following types of loss:
188.8.131.52 loss of profits.
184.108.40.206 loss of sales or business.
220.127.116.11 loss of agreements or contracts.
18.104.22.168 loss of anticipated savings.
22.214.171.124 loss of or damage to goodwill.
126.96.36.199 indirect or consequential loss.
11.2.2 Dalesman's total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods under the Contract.
11.3 This clause 11 shall survive termination of the Contract.
12. Data Protection
12.1 The parties recognise that for the purposes of the Contract, they are both Controllers (as defined in the Data Protection Legislation, which is in turn defined below).
12.2 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time in the UK relating to the use of personal data and the privacy of electronic communications, including (i) the General Data Protection Regulation ((EU) 2016/679) (ii) the Data Protection Act 2018 and any successor UK legislation, (ii) the retained EU law version of General Data Protection Regulation ((EU) 2016/679) (UK GDPR), and (iii) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party (“Data Protection Legislation”).
13. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four weeks, Dalesman may terminate the Contract by giving seven days' written notice to the Customer.
14.1 Assignment and subcontracting.
14.1.1 Dalesman may at any time assign, novate, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
14.1.2 The Customer may not assign, novate, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Dalesman.
14.2 Entire Agreement.
14.2.1 The Contract constitutes the entire agreement between the parties.
14.2.2 Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
14.3.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery or commercial courier.
14.3.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.3.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
14.3.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14.4.1 If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
14.4.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
14.5 Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
14.6 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
14.7 Variation. Except as set in these Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed by the parties in writing and signed by Dalesman.
14.8 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the English courts.