DEWHURST DENT PLC STANDARD TERMS AND CONDITIONS OF SALE AND WEBSITE TERMS OF SERVICE
GENERAL
1. Except where expressly agreed by us in writing, all goods are sold and contracts concluded subject only to our Standard Terms and Conditions of Sale and Website Terms of Service as set out below. No other conditions are to apply and no variation of the contract or these conditions is of any effect unless accepted by us in writing.
2. In the interest of good business relations, we may at our discretion and in appropriate cases waive or relax these conditions in favour of purchaser, but any such waiver relaxation or other latitude allowed shall be without prejudice to the implementation of these conditions in all other respects.
TERMS
3. Payment terms: All new accounts will be Pro-Forma until approved by finance for Standard Terms of 30 days from date of invoice.
PASSING OF TITLE AND RISK
4. Notwithstanding any agreed terms of payment, goods are not sold or delivered on credit but on condition that the ownership bearing does not pass to purchaser until fully paid for. Until such payment we remain fiduciary owners of goods delivered.
5. If before such payment goods are applied to or incorporated with or converted into other articles or goods by purchaser, our proprietary rights shall forthwith attach to such other articles or goods which shall stand charged by way of surety for payment of the goods supplied by us.
6. If before such payment, purchaser in the ordinary course of business resells any such goods as are mentioned in a) or b) above, then our proprietary rights shall forthwith attach to the proceeds of resale and to the right to recover the same, which shall likewise stand charged by way of surety for payment of the goods supplied by us.
7. Notwithstanding our rights as fiduciary owners, goods are at purchaser’s risk from the date of delivery and purchaser shall forthwith insure the same against loss or damage.
DELIVERY
8. Whilst delivery dates are estimated in good faith and we will use all reasonable endeavours to meet them, delivery dates are approximate only and we do not incur any liability if delivery is delayed by causes outside our control.
9. Except where otherwise specifically provided in any particular contract, delivery is ex our works or warehouse.
INSTALMENT DELIVERIES
10. Where delivery is to be made by instalments, each delivery shall be deemed a separate contract governed by these Conditions and failure of any delivery shall not vitiate contracts for deliveries of other instalments, save that non-payment for any one such instalment on the due date shall entitle us to withhold delivery of further instalments and, at our election to treat any other contracts between the parties, including the contract or contracts in respect of such further instalments, as
repudiated by purchaser.
WARRANTIES
11. We undertake those goods supplied by us shall be of first-class materials and sound workmanship. Where goods are sold by description and/ or by sample we undertake that the goods shall substantially conform with such description and/or sample as the case may be, subject only (unless expressly agreed) to such reasonable tolerances and variations as are generally
accepted within the trade.
12. Unless otherwise stated in writing, we give no other warranty condition or guarantee and contracts are not subject to any express or implied condition statement for any specific purpose (whether such purpose is made known to us or not).
13. Nothing in Condition 13 above or elsewhere in these conditions is to exclude purchaser’s rights under terms implied by Section 12 of the Sale of Goods Act 1893 (as amended).
14. Warranties and undertakings given by us are subject to lodgement of claims by purchaser within the time limits hereinafter set out and failure by purchaser to adhere to such time limits will invalidate such warranties and undertakings.
CONSEQUENTIAL LOSS
15. Our liability is strictly confined to the limitations set out in these conditions and we are not to be liable nor deemed to be liable under any circumstances for indirect or consequential loss or damage of any nature (including loss of profit) or due to any cause.
CLAIMS AND RETURNS
16. On receipt of goods purchaser must inspect them forthwith and notify us in writing of any shortage or defect. No claim can be entertained in respect of goods delivered unless such claim is received within 28 days of despatch of the goods. Part losses or damage in transit must be notified to us within 7 days of receipt of goods and non-delivery of any entire consignment must be notified to us within 14 days of goods leaving our warehouse, as advised to purchaser by the despatch
date as shown on the invoice. No claims will be accepted unless purchaser has complied with his obligations to notify us in writing within the above limits. On receipt of due notification of defects, we will make good or replace at our expense any defective goods or parts which are proved to our satisfaction to be due to the use of defective materials or workmanship by ourselves. Claims under this condition must be accompanied by full details to enable us to identify the consignment and the
contract under which the goods were supplied and where appropriate, we must be given all reasonable opportunity to verify the defects complained of. Any defective goods so replaced shall remain our property.
DESIGNS
17. Purchaser acknowledges our ownership of designs applied to goods and our copyright in such designs whether registered or not. Except where we agree to confine a design to purchaser’s goods exclusively, we reserve the right to apply the same design to goods sold to other customers. Any exclusivity we may grant to purchaser shall automatically expire after six months unless we agree in writing to such exclusivity being extended.
PACKAGING
18. Except where otherwise provided no charge is made for packaging of goods and packing material is non- returnable.
FORCE MAJEURE
19. Our due performance of the contract is subject to any unavoidable delays which may occur as a result of fire, industrial disputes, failure of raw materials, accidents or any other cause beyond our reasonable control.
LEGAL CONSTRUCTION
20. All sales and contracts including these Conditions shall be construed according to English Law and subject to non- exclusive jurisdiction of English Courts. Marginal headings in these Conditions are for guidance only.
WEBSITE TERMS OF SERVICE
OVERVIEW
This website is operated by or on behalf of Dewhurst Dent plc ("Dewhurst Dent"), a UK company whose registered office is Furnax Lane, Warminster, Wiltshire, BA12 8PE and whose company registration number is 00161147. Dents is a division of Dewhurst Dent Plc. (“Dents”). Throughout the site, the terms “we”, “us” and “our” refer to Dents. Dents offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your country, state or province of residence, or that you are the age of majority in your country, state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without our express written permission.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE, PRICES TAXES AND DUTIES
Prices for our products are subject to change without notice. We may sell the same products with different price structures in different geographical markets.
If you are having your purchase delivered outside the UK or to a non-European Union country, your purchase will be UK Value Added Tax exempt. In such cases unless our price is expressly stated to be inclusive of duties and taxes you may have to pay import duty and sales tax in the country of importation, which will be charged by the importing country’s customs.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Returns Policy.
We have made every effort to display as accurately as possible the colours and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any colour will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
If you are not completely satisfied with your purchase, you may return it to us subject to the terms specified in our Returns Policy.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more detail, please review our Returns Policy.
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy and our Data Protection Policy.
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and Services delivered to you through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, save that nothing in these Terms of Service shall limit any legal rights you might have as a consumer that may not be excluded by law.
In no case shall Dents, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, Service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 15 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 16 - ENTIRE AGREEMENT
Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service, our Standard Terms and Conditions and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 17 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of United Kingdom.
SECTION 18 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
