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).
means the account a Buyer registers, for the purpose of purchasing Products by means of the Dalesman e-commerce website.
means in reference to the individual firm or company to whom a quotation for the sale of Products is addressed or whose purchase order for the purchase of Products is accepted by Dalesman.
means these standard terms and conditions of sale.
means the particular individual contract for the supply of Products by Dalesman to the Buyer created by the issue by Dalesman to the Buyer of the Sales Order Acknowledgement pursuant to Condition 3.2 below.
Means Dalesman Direct Limited, a company incorporated in England with registered number 10873031 whose registered office is at Dalesman House, Chase Way, Bradford, West Yorkshire, United Kingdom, BD5 8HW;
means in relation to a party, that party, each and any subsidiary or holding company from time to time and each and any subsidiary from time to time of a holding company of that party (with “holding company” and “subsidiary” defined in accordance with Section 1159 of the Companies Act 2006).
means goods, foods or materials as specified in a Sales Order Acknowledgement.
“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 Buyer.
means any services to be provided by Dalesman to the Buyer as ancillary services in respect of the supply of the Products by Dalesman.
means such additional terms agreed from time to time in writing between Dalesman and the Buyer.
means the Dalesman Direct Limited e-commerce website
10.1 Each party shall for the duration of this Agreement comply with the provisions of the Data Protection Act 2018 (including the Data Protection Principles set out in that Act), the General Data Protection Regulation and any similar or analogous laws, regulatory requirements or codes of practice (the ‘Data Protection Legislation’) governing the use, storage or transmission of “Buyer’s Personal Data” (for clarity, this is Personal Data provided by the Buyer pursuant to the performance of this Agreement by the parties) and shall not do or permit anything to be done which might cause or otherwise result in breach of the same. For clarity this clause 10 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
10.2 Dalesman acknowledges that for the purposes of the Data Protection Legislation, it is the Data Processor and the Buyer is the Data Controller of any Buyer’s Personal Data provided to it by the Buyer or obtained by it as part of its obligations under this Agreement. For clarity Data Controller, Data Processor, Personal Data and Sub-Processor have the meanings as defined in the Data Protection Legislation. In its capacity as Data Processor, Dalesman undertakes to use reasonable endeavours to keep Buyer’s Personal Data secure to ensure that the Buyer is not in breach of its obligations under the current or any future Data Protection Legislation.
10.3 Without limitation to clauses 10.1 and 10.2, Dalesman agrees to:
10.3.1 ensure a level of security appropriate to the nature of the Personal Data to be protected;
10.3.2 take appropriate steps so that Dalesman’s employees and subcontractors who have access to Buyer’s Personal Data comply with this clause 10;
10.3.3 comply with the Buyer’s reasonable instructions pursuant to the Data Protection Legislation in relation to the collection, processing and disposal of any Buyer’s Personal Data.
10.4 Without limitation to clauses 10.1 and 10.2 Dalesman shall, in relation to any Buyer’s Personal Data processed in connection with the performance by Dalesman of its obligations under this Agreement:
10.4.1 process Buyer’s Personal Data only on the written instructions of the Buyer which is to be provided within reasonable notice unless Dalesman is required by the laws of any member of the European Union or by the laws of the European Union applicable to Dalesman to process Buyer’s Personal Data (the ‘Applicable Laws’);
10.4.2 ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Buyer’s Personal Data and against accidental loss or destruction of, or damage to Buyer’s Personal Data, having regard to the state of technological development and the cost of implementing any measures (those measures may include measures appropriate under the Data Protection Legislation and specifically Article 32 of the GDPR);
10.4.3 ensure that all personnel who have access to and/or process Buyer’s Personal Data are obliged to keep Buyer’s Personal Data confidential;
10.4.4 not transfer any Buyer’s Personal Data outside of the European Economic Area unless the prior written consent of the Buyer has been obtained and the following conditions are fulfilled:
(i) the Buyer has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject has enforceable rights and effective legal remedies;
(iii) Dalesman provides an adequate level of protection to any Buyer’s Personal Data that is transferred; and
(iv) Dalesman complies with reasonable instructions notified to it in advance by the Buyer with respect to the processing of Buyer’s Personal Data;
10.4.5 assist the Buyer, at the Buyer’s cost, in responding to any request from a Data Subject and in ensuring compliance with each party’s obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
10.4.6 notify the Buyer without undue delay on becoming aware of a breach of Buyer’s Personal Data;
10.4.7 at the written direction of the Buyer, delete or return Buyer’s Personal Data and copies thereof to the Buyer on termination or expiry of the Agreement unless required by Applicable Law to store Buyer’s Personal Data; and
10.5 The Buyer consents to Dalesman appointing third-party processors of Buyer’s Personal Data under this Agreement. As between the Buyer and Dalesman, The Buyer authorises third party contractors to process any of Buyer’s Personal Data (as defined in the Data Protection Legislation) provided that the third party contractor’s agreement with Dalesman is:
10.5.1 on terms similar to these set out in this Agreement; and
10.5.2 terminated automatically on termination of this Agreement.
10.6 The Buyer shall indemnify and keep indemnified Dalesman in respect of all Data Protection Losses suffered or incurred by, awarded against or agreed to be paid by Dalesman and any Sub-Processor arising from or in connection with any:
10.6.1 non-compliance by the Buyer with the Data Protection Laws;
10.6.2 processing carried out by Dalesman or any Sub-Processor pursuant to any processing instructions that infringes any Data Protection Laws; or
10.6.3 any breach by the Buyer of any of its obligations under this clause 10.
10.7 Dalesman may propose at any time and the Buyer shall not unreasonably object to, revisions to this clause 10.
10.8 The Buyer shall maintain complete and accurate records and information to demonstrate its compliance with this clause 10.
10.9 Each party agrees to provide evidence to each other in the event that the other party may reasonably request and upon being given sufficient notice, to demonstrate a party’s compliance with the current Data Protection Legislation.
11.1.1 The Products shall meet and comply in each and every respect with the Contract;
11.1.2 the Products and their supply shall comply in each and every respect with all relevant legal or other requirements that are in force and apply that to the Products, manufacture, storage or supply of the Products.
11.1.3 the Products shall be of satisfactory quality, fit for purpose and free from defects;
11.1.4 all necessary instructions or recommendations relating to the handling, use, storage, life expectancy and durability of the Products will be provided by Dalesman to the Buyer. Such instructions or recommendations shall comply with all relevant statutory or other legal requirements that are in force, and shall be complete and accurate so as to enable the Products to be sold, used, stored and retained safely and without any deterioration in its nature, substance or quality;
11.1.7 all Products have, prior to supply to Dalesman, been sold in the EEA (or post Brexit in the UK) by or with the consent of the owner of the intellectual property rights in the Products;
11.1.9 any documents that Dalesman supplies relating to the Products are valid and that the information contained in such documents is correct;
11.2 It shall be the sole responsibility of the Buyer to determine the suitability of the Products for use in the manufacture of products by the Buyer or any other application and any use that the Buyer may make of the Products is at the Buyer’s own risk.
11.3 Dalesman is not liable to the Buyer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for:
11.3.1 any defect in the Products or Services caused by fair wear and tear, abnormal or unsuitable conditions of storage or use after delivery, or an act, omission or default of the Buyer or a third party; or
11.3.2 loss of revenues, loss of contracts or loss of profits, whether direct, indirect or consequential loss, nor for any indirect or consequential loss and whether arising from negligence, breach of contract or otherwise.
11.4 The entire liability of Dalesman under or in connection with the Contract, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, is limited to an amount equal to the total of the charges payable by the Buyer under the Contract. If a Court finds that it would not be reasonable for Dalesman to rely upon the exclusions or limitations contained in these Conditions it is expressly agreed that Dalesman's liability in respect of any claim in any event shall be limited to such sum as Dalesman may by reasonable steps be able to obtain under any insurance it may have which covers the Buyer's claim.
11.5 Nothing in these Conditions shall exclude or limit a party’s liability for fraud, for death or personal injury caused by its negligence, any breach of the Data Protection Laws, or for any other matter, if and to the extent that under English Law, liability for it cannot be excluded, restricted or limited in the context of a Contract. The invalidity, illegality or unenforceability of any part of these Conditions does not affect or impair the continuation in force of the remainder of these Conditions.
are excluded to the fullest extent permitted by law.
If Dalesman is prevented, hindered or delayed from or in supplying Products by an event or circumstance beyond its control (including, without limitation, strikes, lockouts and other industrial disputes, accidents, act of God, war, riot, civil commotion, malicious damage, compliance with a law or governmental order, rule, regulation or direction, reductions in or unavailability of power at manufacturing plant, breakdown of plant or machinery, or shortage or unavailability of raw materials from normal sources or routes of supply or delay by the Buyer in the performance of any of its obligations under the Contract (each of the foregoing being a “Force Majeure Event”)) Dalesman may, at its option and without any liability for any loss or damage suffered by Buyer:
No delay or omission by either party in exercising any right, power or remedy provided by law or under these Conditions shall:
The single or partial exercise of any right, power or remedy provided by law or under these Conditions shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy. The rights, powers and remedies provided in these Conditions are cumulative and not exclusive of any rights, powers and remedies provided by law.
17.3 Dalesman reserve the right to make changes to these Terms and Conditions of Sale at any time. The Buyer will be subject to the Terms and Conditions in force at the time that the Buyer uses the Website.
Nothing in these Conditions and no action taken by the parties pursuant to these Conditions and any Contract made under them shall constitute a partnership, association, joint venture or other co-operative entity between the parties.
The Buyer agrees to indemnify, hold harmless, and defend Dalesman, any Group Company of Dalesman, and each of its or their respective officers, directors, agents, employees, representatives, successors, and assigns (collectively, “Indemnified Parties”) from and against any and all claims, demands, damages, fines, penalties, losses, causes of action, liabilities, and judgments (collectively, “Claims”) of every kind (including all expenses of litigation, court costs, and reasonable legal fees), for damage to any property or injury to or death of any person (including, but not limited to, employees of the Buyer) resulting from, arising out of, or in any way connected with the acts or omissions to act, of the Buyer, its officers, agents, employees, representatives, and contractors (collectively, the “Buyer Parties”), including to the extent any such Claims are based in part upon the joint or concurrent negligence or strict liability of Indemnified Parties, or whether any such Claims are by way of tort or contract or otherwise. The Buyer will not be required to indemnify Indemnified Parties for any Claims determined by final judgment of a court to have been caused by the wilful misconduct or gross negligence of Indemnified Parties. The Buyer shall also indemnify, hold harmless, and defend Indemnified Parties from and against any and all Claims resulting from, arising out of, or in any way connected with, any breach of the Agreement by any of the Buyer Parties, including breaches of any representation or warranty made hereunder, or the failure of any of the Buyer Parties to comply with any third party requirements or with any laws including, but not limited to, fines, penalties, and monetary sanctions imposed by any governmental entity, or political subdivision or agency thereof, associated with any such failure.
These Conditions and any Contract made under them are governed by, and shall be construed in accordance with, English law. All disputes are to be settled by arbitration in London (in English) under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with such rules.