TERMS AND CONDITIONS OF SALE
Please read these Terms and Conditions carefully. They will apply to the Customer's use of the d2d endo website including on-line services available on that site. By using this website the Customer is agreeing to these Terms and Conditions. From time to time the Company may change these Terms and Conditions and will post revisions on the Website. The Company recommends the Customer regularly reviews these Terms and Conditions and the Customer's continued use of this website will constitute acceptance by the Customer of any changes to the website terms. These Terms and Conditions shall not affect any statutory rights which the Customer may from time to time be entitled to, to the extent that such rights cannot be varied or excluded by law.
The wording of this Agreement contains the terms and conditions upon which d2d Endo Limited of 17 Brunel Parkway, Pride Park, Derby, Derbyshire, DE24 8HR ("Company") contracts with you ("Customer") for the sale of the Goods. In this Agreement, "Goods" means the goods described for sale in the Company’s catalogue or on www.d2dendo.co.uk ("the Website").
The following conditions apply to orders accepted by the Company:
1 Orders
1.1 The Customer shall make an order by telephone, facsimile, post or via the Website
1.2 All orders which are accepted by the Company shall be subject to these Terms and Conditions and no contract shall be deemed to be in place until the Company has accepted the Customer's order.
1.3 If an item is out of stock Customer will be advised within [48] working hours of the Company receiving the Customer's order. In that circumstance, the Customer may cancel the order. However, the Company shall endeavour to offer the Customer an alternative product.
1.4 The Company reserves the right to withdraw any product from the Website at any time and the Company may refuse to process any transaction at any time at its sole discretion,
2 Payment and Prices
2.1 All prices are quoted in pounds Sterling, are exclusive of VAT and are current at the time of publishing. While every endeavour will be made to maintain them at their present level the Company reserves the right to effect changes without prior notice.
2.2 Payment is due 30 days after receipt of invoice (the "Payment Date").
2.3 If the Customer fails to make any payment on or before the Payment Date the Company has the right to charge interest on all outstanding balances calculated on a daily basis at the rate of [2%] per annum above the current base lending rate of [Barclays Bank Plc].
2.4 If any sum of money is due from the Customer and remains unpaid, the same may be deducted from any sum then due or from any sum which at any time becomes due to the Customer under this or any other Agreement between the Company and the Customer.
2.5 The Company reserves the right to charge an administration fee (at a minimum of £25 per transaction) in the event that any payments made by the Customer by cheque or credit card are dishonoured.
2.6 The Company reserves the right at any time to correct clerical omissions and errors without incurring liability to the Customer.
3 Risk and Title
3.1 Ownership of the Goods delivered or to be delivered by the Company will only be transferred to the Customer when the Company has received from the Customer cash or cleared funds in full payment of all sums owing to the Company (a) in respect of the Goods and (b) arising from any other agreements between the Customer and the Company.
3.2 Goods are held at the risk of the Customer from the time of delivery by the Company to the Customer. Until ownership has passed to the Customer the Company retains full legal and beneficial title to the Goods and reserves the right at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith upon the Company's request the Company may enter upon any of the Customer's premises or those of any third party where the Goods are stored and repossess the Goods. The Customer will indemnify the Company and hold the Company harmless against all and any liabilities costs and expenses arising from or in connection with the Company exercising the Company's rights under this Clause 3.2.
3.3 For the avoidance of doubt, until payment is made pursuant to Clause 1 the Customer must store the Goods in such a way that they are clearly the Company’s property.
3.4 The Customer may be entitled (with the Company’s prior written approval) to sell the Goods either in their original state or incorporated into other products acting as the Company’s agents. In these circumstances the title to the Goods shall remain with the Company and the Customer shall remain fully accountable for the proceeds of the sale thereof.
4 Despatch and Delivery
4.1 In respect of orders placed before 1 pm on any business day the Company will use reasonable endeavours to despatch Goods by first class post on the same day to any UK customer. Please contact us for enquiries in relation to deliveries outside the UK.
4.2 All orders placed by a customer within the UK for a total sum of £100 or more will be despatched free of charge. All orders placed by a Customer within the UK for a total sum less than £100 shall incur a delivery fee of £3.95. Please contact us for charges in relation to deliveries outside the UK.
4.3 Time for delivery shall not be of the essence of this Agreement. The Company shall use reasonable endeavours to deliver by the date specified but the Company shall be under no liability whatsoever for delay in delivery or the consequence thereof however caused and the Customer hereby waives irrevocably all of its rights and remedies (if any) in respect of any loss or damage suffered or incurred directly or indirectly as a result of any late delivery of the Goods.
4.4 When Goods are delivered to the Customer, the Customer should carefully check to ensure that the number of packages due from the Company corresponds to the number of packages received from the Company. The Company will not be liable for any non-delivered packages unless the Customer has notified the Company within 24 hours of delivery.
4.5 If the Customer believes that there are shortages in the number of Goods contained in the packages or if any damage has occurred to the Goods in transit, the Customer must report this to the Company within three working days of receipt of the Goods and must confirm in writing and return any damaged Goods to the Company, within 7 days of delivery.
5 Returns
5.1 [If the Customer is a private consumer (as opposed to business user)] the Customer may cancel any order made via our Website, by mail order, by e-mail or by telephone at any time within 7 days of receipt by Customer of the Goods. The Customer must notify the Company either by e-mail to info@d2dendo.co.uk or by telephone on telephone number 0845 0780 353. The Customer must return the products (at the Customer's own cost and suitably and securely packaged) in the same condition that they were in when they were despatched to the Customer and the Company accepts no liability for Goods which are lost or damaged in transit from the Customer. The provisions of this clause 5.1 shall not apply in respect of any Goods which are supplied according to Customer's particular specification or which are personalised.
5.2 Goods which are returned to the Company must be accompanied by the attached returns form provided.
5.3 Goods which are specially sourced by the Company for the Customer (subject to Clause 5.1) or sterile/pharmaceutical Goods which are sealed cannot be returned if the seal is broken or damaged unless:
5.3.1 there has been a delivery error;
5.3.2 such products are returned in response to a product or batch recall; or
5.3.3 such products are damaged or faulty.
5.4 The Customer must not under any circumstance send the Company any item which is contaminated. The Company reserves the right to refuse to handle any items which do not have a completed Decontamination Certificate.
5.5 The Company will not credit any returned item lost, damaged or defaced in transit to the Company. If the Customer has returned goods and has not received an acknowledgement or credit note from the Company within 14 days then Customer should notify the Company.
5.6 Any returned items must be packed in suitable packaging. Items can only be returned for credit if they are unused, complete and in their original packaging, quoting the original invoice number.
5.7 Subject to conditions 5.1 to 5.6 above, the Company will give credit of a sum equal to the price paid by the Customer for the Goods for:
5.8.1 Items returned to and received by the Company in a re-saleable condition provided they are received within 28 days of invoice date.
5.8.2 Any item received damaged, or unusable provided the Company are notified and the item is returned according to condition 4.5.
5.8 Where the Company accepts that there has been a shortage in Goods despatched or the Goods have been damaged in transit, the Company shall replace such Goods at the previously invoiced price.
5.9 Subject to 5.1, an order can only be cancelled at the Company's discretion. However, cancellation cannot be accepted for items sourced specially by the Company on the Customer's behalf which are not advertised on the Company's Website or in the Company's catalogue.
5.10 Except as may otherwise provided, the Company’s liability in respect of returned goods shall be limited to the remedies provided in clauses 5.7 and 5.8 of these Terms and Conditions.
6 Intellectual Property Rights
6.1 Goods and material contained on the Company's Website and in the Company's catalogue may be the subject of patents, copyright, design, trade mark or other intellectual property rights belonging to the Company and/or to third parties. The Company do not grant nor purport to grant to the Customer any licence, permission or authority in respect of such rights and the Customer acknowledges and agrees that it must satisfy itself in respect of such matters. The Company accepts no liability for the Customer's infringement of any third party rights.
6.2 Reproduction in part or whole of the Company's catalogue or the Company's Website or of any of the Company's intellectual property rights without the Company's prior written consent is strictly prohibited, other than for the purposes of keeping a record of transactions entered into via the Company's website.
7 Limitation of liability
7.1 Subject to clauses 7.3 and 7.4 below and except as otherwise expressly provided in this Agreement, all warranties, conditions or other terms whether express or implied by statute or common law or otherwise are excluded or limited to the fullest extent permissible by law. In particular the Company makes no representation or warranty that the Goods are either of satisfactory or merchantable quality or fit for any purpose or that they conform to any description. The Customer acknowledges and agrees that the Customer has relied upon the Customer's own skill and judgement in selecting the Goods.
7.2 Subject to clauses 7.3 and 7.4 and to the full extent permitted by law the Company excludes all liability for any loss, damage or expense howsoever suffered or incurred by the Customer as the direct, indirect or consequential result of the Goods not being of satisfactory or merchantable quality, or unfit for any purpose, or not conforming to any description and the Customer hereby irrevocably waives all rights and/or remedies (if any) which the Customer may have or have had in respect of such loss, damage or expense and/or in respect of any breach or default of any warranty implied by statute, equity or common law concerning the quality, fitness or description of the Goods.
7.3 Clauses 7.1 and 7.2 do not apply where the Customer deals as a Consumer to the extent that such exclusions or limitations are not permitted by law.
7.4 Nothing in these Conditions shall limit the Company's liability in respect of death or personal injury caused by the Company's own negligence.
7.5 The Company shall not be liable for incidental or consequential damages for any breach of these Terms and Conditions, including but not limited to loss of goodwill, loss of profits or loss of use.
8 Force Majeure
8.1 If the Company is unable to fulfil any obligation under these Terms and Conditions due to causes or circumstances beyond its reasonable control, the Company may at its absolute discretion delay the performance of or cancel the obligation without incurring any liability whatsoever. Such circumstances include but are not limited to:
8.1.1 Acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster;
8.1.2 War, threat of or preparation for ware, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
8.1.3 Terrorist attack, civil war, civil commotion or riots;
8.1.4 Nuclear, chemical or biological contamination or sonic boom;
8.1.5 Fire, explosion or accidental damage;
8.1.6 Adverse weather conditions;
8.1.7 Collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
8.1.8 Interruption or failure of utility service, including but not limited to electric power, gas or water.
9 Miscellaneous
9.1 The Company reserves the right to discontinue any product, or make design changes to product specifications, or use different suppliers or manufacturers to those stated in the Company's catalogue or on the Company's Website, without prior notice. The information contained in the Company's catalogue or on the Company's Website is correct to the best of the Company's knowledge at time of going to press. All images are used for illustration purposes only.
9.2 If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or part the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected.
9.3 This Agreement including the order is the complete and exclusive statement of the contractual relationship between the parties, which supersedes all prior proposals, understandings, agreements, or representations between the parties relating to this Agreement except in respect of any fraudulent misrepresentation made by either party.
9.4 The Company reserves the right to monitor and record all calls received by and made to any Customer.
9.5 No delay, neglect or forbearance on the Company's part in enforcing its rights against the Customer shall be construed as a waiver or in any way prejudice any of its rights hereunder.
10 Applicable Law
10.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales whose courts shall have non-exclusive jurisdiction in connection with any dispute arising out of or in connection with it and to which jurisdiction Customer irrevocably submit.
11 The Website
11.1 This website may contain links including hyperlinks which are provided for the Customer's convenience and the inclusion of any link does not imply endorsement or approval by us of the linked website, its operator or content.
11.2 The Customer acknowledges that d2d endo Limited makes no representation or warranty in respect of the availability of this website or that it is error free. The Customer is responsible for ensuring that the Customer's computer system meets all relevant technical specifications necessary to use the Company's Website and is compatible with the Company's Website. The Customer also understands that the Company cannot and does not guarantee or warrant that any material available for downloading from the Company's Website will be free from infection, viruses and/or other code that has contaminating or destructive properties. The Customer is responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy the Customer's particular requirements for the accuracy of data input and output.
11.3 If the Customer wishes to contact the Company please use the following details:
17 Brunel Parkway
Pride Park
Derby
Derbyshire
DE24 8HR;
0845 0780 353;
.
12 Privacy Statement and Data Collection
12.1 The following information outlines the law relating the data received from the Customer and how the Company may use it. The Company will try to ensure that the Customer's details are accurate and kept up to date. Information is collected lawfully and in accordance with the Data Protection Act 1998.
12.2 The Data Protection Act 1998 regulates the processing of information relating to the Customer and grants the Customer various rights in relation to the Customer's personal data. The Company is committed to ensuring that the Customer's privacy is protected and that it complies with its obligations under the Data Protection Act 1998.
12.3 When the Customer registers on the Company's Website at www.d2dendo.co.uk the Company collects information about the Customer's organisations such as company name and address as well as personal information from the Customer, such as the Customer's name, job title, e-mail address and business phone number.
12.4 This information is gathered to allow the Company to process the Customer's registration and to send the Customer promotional material and catalogues if requested, as well as using it to develop and improve the Company's services. The Company may also use this information to help the Company to develop their Website.
12.5 Any personal data saved is held safely on the Company's servers with security systems preventing unauthorised access and the Company always aims to ensure that it is treated confidentially.
