Terms of Sale

DYTP Wholesale (company number [company number], VAT number [VAT number]), registered office [registered address], email [email protected].

1. Application and acceptance

1.1 These terms apply to every sale of goods by DYTP Wholesale (the Seller) to a business customer (the Buyer). They apply whether the order is placed through the website's basket and checkout, by email, by telephone, at a viewing, or by accepting a quote.

1.2 The Seller sells to businesses only. By placing an order the Buyer confirms that it is buying for the purposes of its trade, business or profession and not as a consumer. Consumer protection legislation does not apply to sales under these terms.

1.3 These terms are the whole agreement between the parties for each sale. They replace any terms the Buyer puts forward, whether on a purchase order, in correspondence or elsewhere, unless the Seller has agreed to those terms in writing.

1.4 An order becomes binding only when the Seller accepts it in writing (including by email) or issues an invoice or dispatches the goods, whichever comes first. The Seller may decline any order without giving a reason.

1.5 The Seller may change these terms for future orders by publishing a new version with a new issue date. The version in force on the date the order is accepted governs that order.

1.6 An order placed through the website is accepted when the Seller sends an order confirmation by email. The acknowledgement shown on screen when the order is placed, and any email that only records receipt of the order, is not acceptance and does not oblige the Seller to supply.

1.7 Where an order includes a line the Seller does not hold in its own stock, the Seller confirms the availability and the price of that line by email before anything is dispatched. If the confirmed price differs from the price shown when the order was placed, the Buyer may cancel that line by replying to the confirmation, and the rest of the order stands.

2. Quotes and bids

2.1 A quote (which the Seller's website and correspondence also call a bid) is the Seller's written, itemised offer to sell the goods it describes at the price, in the pack format and on the delivery terms it states. It is valid for the period stated on the quote (30 days from its date unless it says otherwise). After that period the Seller may withdraw or revise it.

2.2 A quote is subject to the goods remaining unsold. Where several buyers are interested in the same stock, the Seller may sell to whichever buyer first accepts and, where pay-on-order applies, first pays.

2.3 The Buyer accepts a quote by confirming in writing, including by email or by accepting it on the Buyer's account pages on the website. That acceptance is an order, and clause 1.4 applies. The Seller may withdraw or revise a quote at any time before the Buyer accepts it. Nothing is allocated, bought in or dispatched until the Buyer has confirmed.

2.4 Quantities in quotes for mixed lots and pallets are estimates unless stated as exact. Clause 9 (product descriptions) applies.

3. Prices and VAT

3.1 Prices are in pounds sterling and exclude VAT. VAT is charged at the rate in force on the date of invoice and is shown separately on the invoice.

3.2 Prices exclude delivery unless the quote states that delivery is included. Delivery charges are as quoted and are set out in the Delivery Policy.

3.3 Where a price is quoted in error, the Seller may correct it before acceptance and the Buyer may then withdraw the order without charge.

3.4 Prices on the website are shown excluding VAT and only to signed-in trade accounts the Seller has approved. A price shown on the website, in the basket or at checkout is an invitation to order and may change at any time until the order is accepted under clause 1.6. Where a price tier applies to the Buyer's account, the price shown is the price for that account.

4. Payment

4.1 Unless the Seller has agreed different terms in writing, invoices are payable in full within 30 days of the invoice date.

4.2 New accounts, and any account the Seller has not approved for credit, pay on order. Goods are released for delivery or collection only once cleared funds have been received.

4.3 Payment is by bank transfer to the account shown on the invoice, or by any other method the Seller confirms in writing. The Buyer must check payment details by telephone with a known contact before paying if they differ from those on an earlier invoice.

4.4 The Buyer must pay in full without deduction, set-off or counterclaim, except where the Seller has issued a credit note.

4.5 If the Buyer does not pay by the due date, the Seller may charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. Interest runs at 8% a year above the Bank of England base rate from the due date until payment, and the fixed compensation set by that Act applies to each overdue invoice. The Seller may also recover reasonable recovery costs above the fixed sum.

4.6 While any sum is overdue the Seller may suspend further deliveries, withdraw credit terms and require pay-on-order for later orders.

4.7 Where the Buyer pays on order, the Seller issues a pro-forma invoice showing the goods, the delivery charge and the VAT. The goods are allocated to the order and dispatched or made ready for collection once the funds have cleared. A pro-forma invoice is not a VAT invoice; the VAT invoice is issued with the goods. No payment is taken through the website.

5. Delivery

5.1 Delivery dates and lead times are as quoted and are estimates. The Seller will use reasonable efforts to meet them but time of delivery is not of the essence, and the Seller is not liable for loss caused by late delivery.

5.2 Delivery takes place when the goods are unloaded at the delivery address given by the Buyer, or, for collection, when the goods are loaded onto the Buyer's vehicle at the Seller's premises.

5.3 Delivery is kerbside unless agreed otherwise. The Buyer must make sure the address is accessible to the vehicle used and that someone is present to accept and sign for the goods. The Delivery Policy sets out access requirements, failed delivery and re-delivery charges.

5.4 The Seller may deliver in instalments. Each instalment is a separate contract and a problem with one instalment does not entitle the Buyer to reject the others.

5.5 If the Buyer does not take delivery or collect the goods within 5 working days of being told they are ready, the Seller may store them at the Buyer's cost, charge for the failed delivery, or resell them and charge the Buyer for any shortfall and costs.

6. Passing of risk

6.1 Risk in the goods passes to the Buyer on delivery under clause 5.2, or, if the Buyer fails to take delivery, at the time delivery was attempted or the goods were made available for collection.

6.2 From the point risk passes the Buyer is responsible for insuring the goods.

7. Retention of title

7.1 Ownership of the goods stays with the Seller until the Seller has received in full, in cleared funds, all sums due for those goods and for any other goods supplied to the Buyer.

7.2 Until ownership passes the Buyer must store the goods separately, keep them identifiable as the Seller's property, keep them in good condition and insured, and not remove or hide any identifying marks.

7.3 The Buyer may resell the goods in the ordinary course of its business before ownership passes, but holds the proceeds of sale for the Seller up to the amount owed.

7.4 If the Buyer fails to pay when due, becomes insolvent, enters administration or liquidation, or has a receiver appointed, the Buyer's right to resell ends at once, and the Seller may enter any premises where the goods are kept to inspect or recover them.

8. Inspection, shortages and damage

8.1 The Buyer must inspect the goods on delivery or collection. Where a delivery note or courier record is signed "unchecked" or without comment, the Buyer still has the period in clause 8.2 to report a problem, but the Seller may rely on the record as evidence of the condition on delivery.

8.2 The Buyer must tell the Seller in writing of any shortage, damage or goods not matching the order within 3 working days of delivery or collection, giving the invoice number, a description of the problem and clear photographs of the goods, packaging and pallet label where applicable.

8.3 If the Buyer does not report within that period the goods are treated as accepted in the quantity and condition invoiced, and the Seller has no liability for shortage or damage that could reasonably have been found on inspection.

8.4 Where a claim is made in time and accepted, the Seller will at its option replace the goods, refund the price of the affected goods, or issue a credit note. The Returns and Claims Policy sets out the process.

9. Product descriptions and samples

9.1 Descriptions, photographs, grades, quantities and conditions in listings, quotes and correspondence are given in good faith to identify the goods and are not a warranty that the goods will match them exactly. Where a quote describes a mixed lot or pallet, the Buyer accepts that the make-up may vary within the description given.

9.2 Where a sample has been supplied or the goods have been viewed, the goods will match the sample or viewed stock in general nature, but not necessarily in every detail, and the balance of a mixed lot may differ from the part inspected.

9.3 Quantities for mixed lots and pallets are approximate unless stated as exact. A shortfall of up to 5% against an approximate quantity is not a shortage under clause 8.

9.4 Nothing in this clause limits the Buyer's right to reject goods that are materially different from the description, provided the Buyer reports the difference under clause 8.

10. Warranties

10.1 The Seller warrants that on delivery the goods will be of merchantable quality, taking into account the description, grade and price, and that the Seller has the right to sell them.

10.2 Where a quote or invoice expressly describes goods as graded, returned, damaged, untested or as-seen, they are sold on the basis of that description, and the warranty in clause 10.1 is read accordingly.

10.3 All other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law, including any implied term as to fitness for a particular purpose. The Buyer is responsible for satisfying itself that the goods are suitable for its intended use and for any resale market.

10.4 Any manufacturer's warranty passes to the Buyer only so far as the Seller is able to pass it on and is not guaranteed by the Seller.

10.5 The Buyer is responsible for complying with any law applying to its resale of the goods, including product safety, labelling, licensing and age restrictions.

11. Limitation of liability

11.1 Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot be limited by law.

11.2 Subject to clause 11.1, the Seller's total liability to the Buyer for any order, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the invoice value of the goods that gave rise to the claim, excluding VAT.

11.3 Subject to clause 11.1, the Seller is not liable for loss of profit, loss of business, loss of contracts, loss of goodwill, wasted expenditure, or any indirect or consequential loss, however arising.

11.4 The Seller is not liable for any loss caused by the Buyer's failure to inspect the goods, to store or handle them properly, or to follow any instructions supplied with them.

12. Force majeure

12.1 The Seller is not liable for any failure or delay in performing its obligations caused by events beyond its reasonable control, including fire, flood, severe weather, epidemic, strike or industrial action, failure of a supplier or carrier, failure of utilities or communications, government action, or shortage of stock or transport.

12.2 If such an event continues for more than 30 days either party may cancel the affected order by written notice, and the Seller will refund any sum paid for goods not delivered.

13. Cancellation

13.1 Once an order has been accepted the Buyer may cancel it only with the Seller's written agreement. The Seller may require the Buyer to pay any costs already incurred, including transport booked and a restocking charge as set out in the Returns and Claims Policy.

13.2 The Seller may cancel an order before delivery if the goods are no longer available or if the Buyer's credit position changes. In that case the Seller will refund any sum paid for the cancelled goods and has no further liability.

14. Data protection

14.1 Each party will comply with the UK General Data Protection Regulation and the Data Protection Act 2018 in relation to any personal data it handles in connection with the sale.

14.2 The Seller processes the Buyer's contact and account details as described in the Privacy Notice, which forms part of these terms.

15. General

15.1 The Seller may assign or subcontract any of its rights or obligations. The Buyer may not assign its rights without the Seller's written consent.

15.2 If any clause of these terms is found to be invalid or unenforceable, the rest of the terms continue to apply.

15.3 A delay or failure by the Seller in enforcing any right is not a waiver of that right.

15.4 Nothing in these terms creates a partnership, agency or joint venture between the parties.

15.5 Notices must be in writing and sent to the addresses shown on the invoice or to [email protected]. Notices sent by email are treated as received on the next working day.

15.6 No one other than the Seller and the Buyer has any right to enforce these terms.

16. Governing law and jurisdiction

16.1 These terms and every sale under them are governed by the law of England and Wales.

16.2 The courts of England and Wales have exclusive jurisdiction over any dispute arising from or connected with these terms or any sale, although the Seller may bring proceedings to recover a debt or to recover goods in any court with jurisdiction over the Buyer.