1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
|“Business Day”||a day (other than a Saturday, Sunday or public holiday in England) when banks in London are open for business.|
|“Contract”||means a contract for the purchase and sale of Goods between us and you, as explained in clause 2.|
|“Delivery Address”||means the address for delivery of the Goods, as set out in the Customer Details Page.|
|“Goods”||means the goods sold by us to you.|
|“Intellectual Property”||includes patents, designs (whether registered or not), trademarks, copyright and all formulae, recipes and methods of manufacturing (‘knowhow’) relating to the Goods, their packaging and any other advertising materials or literature relating to the Goods.|
|“Order”||means your order for Goods.|
|“Order Confirmation”||means our acceptance and confirmation of your Order.|
|“Order Number”||means the reference number for your Order.|
|“we/us/our”||means Dorwest Herbs Limited, a limited company registered in England and Wales under company number 1928959, and whose registered office is at Parkway Farm Business Park, Middle Farm Way, Poundbury, Dorchester, DT1 3AR.|
|“you, your”||The Customer identified as the logged in user|
1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
1.2.1 “writing”, and any similar term, includes email;
1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 a clause or paragraph is a reference to a section, part, or clause of these Terms of Sale.
2.1 Orders shall be submitted by email, telephone or by using our website: / (our “Site”). We may accept or decline any Order at our absolute discretion. We may, at our discretion, accept an amendment to any Order requested by you.
2.2 We exercise reasonable skill and care to ensure that our Site is secure and free from viruses and malware; however, we do not guarantee that this is the case. You are responsible for protecting your hardware, software, data, and other material from viruses, malware, and other internet security risks. You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site.
2.3 When contacting us using our Site, you must not communicate, post otherwise submit anything that is sexually explicit, obscene, offensive, hateful or otherwise inflammatory, promotes violence, terrorism or any form of unlawful activity, is defamatory or bullies, insults, intimidates or humiliates another person, discriminates against any person, is calculated or otherwise likely to deceive, impersonates or misrepresents any person, implies any affiliation with us where there is none, infringes or assists in the infringement of the intellectual property belonging to us or any other person or is in breach of any legal duty owed to another party.
2.4 We may monitor any and all communications on our Site and may refuse to supply Goods to you if you are in breach of clause 4.
2.5 If we are unable to accept your order, we will inform you of this in writing and will not charge you for the Goods. This may be because the Goods are out of stock or because we are unable to meet a delivery deadline you have specified (to name just a few reasons).
2.6 Each Order that we accept will be assigned an Order Number. You should use this when communicating with us about your Order.
2.7 When we have accepted an Order you will be sent an Order Confirmation.
2.8 Order Confirmations contain the following information:
2.9 We will also include a paper copy of your Order Confirmation with your Goods.
2.10 If we cannot process your Order due to incorrect or incomplete information, we will contact you to ask you to correct it or provide the missing information that would be required for us to supply the Goods to you if we accepted your offer.
2.11 If we have accepted your Order but request further information from you, and you do not provide the required information within a reasonable period of us asking for it, or if the information is inaccurate or incomplete, we may either cancel the Order or charge you a reasonable sum as compensation for the extra work required as a result.
2.12 We will not be responsible for supplying the affected Goods late or for not supplying the affected Goods if this is due to you not providing us with the required information within a reasonable period of us asking for it.
3. Drop Shipping
3.1 In some circumstances, we may accept a request by you to send Goods directly to your customer rather than to you (“Drop Shipping”). This may be because, for example, you do not have the required Goods in stock and it would not be practical for us to deliver the Goods to you, to then be immediately sent to your customer.
3.2 Any requests for Drop Shipping must be made by telephone or via our Site by providing the address of your customer as the address for delivery of the Goods. Whether you request Drop Shipping via telephone or our Site, you will be required to give full details of your customer and their delivery address. It is your responsibility for getting this information correct. We are not responsible for delivering the Goods to any address you provide if that address turns out to be incorrect.
3.3 If a request for Drop Shipping is accepted, you will be charged for the Goods in accordance with clause 6. An additional charge (which you will be notified when placing the Order) will be made per Order and charged to you.
3.4 We reserve the right to refuse any request for Drop Shipping without reason.
4. Goods, Descriptions, and Changes
4.1 We make all reasonable efforts to ensure that all descriptions and images of Goods available from us (whether on our website or in our product brochures) match the actual Goods, but any samples, drawings, descriptive matter or advertising produced by us are for illustrative purposes only, and shall not form part of this Contract or have any contractual force. Images or descriptions of packaging are for illustrative purposes only and the actual packaging may vary.
4.2 This clause 4 does not exclude our responsibility for mistakes due to our negligence. It refers only to minor variations in the Goods, not to Goods that were sent to you in error.
4.3 Where relevant, it is your responsibility to select the required size and number of the Goods that you are purchasing. We are not responsible for any mistakes you may make when placing your order for Goods.
4.4 We will notify you of any substantive change in product formulation in respect of the Goods if that change will affect the Goods.
4.5 Minor changes may be made to certain Goods from time to time, for example, to reflect changes in relevant laws and regulatory requirements or to address particular technical or security issues, such as changes to advertising requirements or the health guidance surrounding particular ingredients used in the Goods.. This may happen between you placing your Order and the Goods being dispatched.
4.6 Minor changes will not change the main characteristics of the Goods or affect your use of those Goods.
4.7 From time to time we may vary the containers in which Goods are supplied. This will not affect the quantity or quality of the product provided.
5.1 The prices for our Goods are set out on our website, or are obtainable from our trade account manager. These prices are exclusive of VAT unless otherwise stated.
5.2 We will provide you with a minimum of 30 days’ notice in advance of any changes to our pricing structure.
5.3 In order to qualify for the Discount Rate you must purchase at least the Minimum Order Value at the frequency shown in the attached Customer Details Page. If the Minimum Order Value is not met, you will be charged at the full rate for that Order and any subsequent Orders for Goods (and not be entitled to the Discount Rate) until the Minimum Order Value is met.
5.4 Our recommended retail prices are shown inclusive of VAT at the current VAT rate.
5.5 Unit prices that we give to you for the Goods are exclusive of VAT. VAT will be charged at the current rate on all invoices.
5.6 We make all reasonable efforts to ensure that the prices given to you are correct. We may change prices from time to time. Changes in price will not affect any Order that you have already placed. Please note, however, that if the VAT rate changes between your Order being placed and us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.
5.7 All prices are checked before we accept your Order. If we have given you incorrect pricing information, we will inform you of the mistake in writing.
5.8 If the correct price is lower than that shown when you make your Order, we will simply charge you the lower price.
5.9 If the correct price is higher than that shown when you make your Order, we will give you the option to purchase the Goods at the correct price or to cancel your Order (or the affected part of it). We will not accept your Order in this case until you respond. If you do not respond within 48 hours, we will treat your Order as cancelled and inform you of the cancellation in writing.
5.10 If we mistakenly accept and process an Order where an obvious and unmistakeable pricing error has been made, which you could have reasonably recognised as mispricing, we have the right to cancel the Order, refund any sums paid (or credit your account), and require you to return the affected Goods to us.
5.11 Delivery charges are not included in the price of Goods.
6.1 We will invoice you for ordered Goods plus VAT (and any applicable delivery charges) when (or at any time after) we confirm an Order.
6.2 Payment is due on receipt of our invoice, unless you have a Credit Account, as detailed below. If we do not receive payment for the Goods within 5 days of the Order being placed, your Order will be cancelled and we reserve the right to charge you a restock fee of 5% of the value of the Order. We will notify you of this. This is to take into account the administration cost to us in processing the cancellation and the cost of preparing the Goods ready for delivery (and their removal from sale to other customers). You accept that this 5% restock fee is reasonable.
6.3 In order to be eligible for a Credit Account, you must have placed no less than two Orders for Goods with us, and paid for the Goods in full before they were delivered to you. You will then be able to apply for a Credit Account via our trade account manager. We will conduct a non-marking Experian credit check against you. By requesting a Credit Account with our trade account manager, you consent to our use and sharing of your personal data with Experian for this purpose.
6.4 Depending on the result of the Experian credit checks, we reserve the right to approve or refuse to grant you a Credit Account. All Credit Accounts are reviewed quarterly and will consider performance, such as timely payment of invoices and regularity of Orders. We reserve the right to cancel Credit Accounts and revert to the payment requirements set out in clause 1. This may be because we suspect you are using a Credit Account for your own personal needs, for example.
6.5 If a Credit Account has been set up for you, Goods are supplied to you by us on a 30 day invoicing term. If an invoice remains unpaid beyond 45 days, interest will be charged to any unpaid amounts at a rate of 5% above the base rate of the Bank of England (calculated at the time that the invoice was due for payment) per calendar month until paid in full, and any pending orders will be held until the outstanding payment is received in full (together with any interest that has been charged).
6.6 Even if there are no overdue invoices that have not been paid, if your agreed credit limit is reached we may require you to clear existing invoices (even if they are not yet due for payment) before further orders can be made.
6.7 Please allow sufficient time for payment to be processed by the bank and received by us to ensure that you do not exceed the 30 day terms. We accept payment by Credit and Debit Cards – excluding American Express. We also accept payment by BACS please contact us for these details.
7. Delivery and Collection
7.1 The costs of delivery will be displayed to you on our website, or will be communicated to you over telephone if you place an Order over the phone, before you confirm your order. Costs of delivery will also be shown in our Order confirmation email.
7.2 All accepted Orders received by us by 3:00pm on a Business Day are normally dispatched the same day, though this may not be possible in all circumstances, for example if a large Order is placed close to the 3:00pm cut off. Any accepted Orders placed after 3:00pm on a Business Day or are placed on a day that is not a Business Day are usually dispatched the next Business Day. However, this is only approximate and the time of delivery is not of the essence.
7.3 We will not be responsible for delays that are outside of our reasonable control. If delivery is delayed for such a reason, we will inform you as soon as possible and will take steps to minimise the impact of the delay.
7.4 If there is a risk of a substantial delay to delivery, you may contact us to end the Contract and will be refunded any sums paid for Goods that you have not received.
7.5 If you are collecting the Goods from us, they can be collected during our business hours (between 0900 and 1700, Monday to Thursday or 0900 and 1600 on Fridays).
7.6 If delivery is not possible because you (or someone on your behalf) are not available at the Delivery Address (or such other address as directed by you) to take delivery of the Goods, a note will be left informing you how to arrange for re-delivery or where to collect the Goods.
7.7 If, despite our reasonable efforts, we cannot contact you or cannot arrange for re-delivery or collection of the Goods, we may cancel the Order and issue you with a refund (or credit your account) for that Order. We may deduct a reasonable sum in compensation for any net costs incurred by us as a result, including a restock fee as set out in clause 2.
7.8 In the unlikely event that we do not deliver the Goods on time (within 30 calendar days of the Order Confirmation or as otherwise agreed or specified), and any of the following apply, you may treat the Order as being cancelled:
a. We have refused to deliver the Goods; or
b. In light of all relevant circumstances, delivery within the specified or agreed time period was essential, and we were aware of this at the time that the Order was made.
7.9 You may cancel all or part of your Order under this clause 7.8 provided that separating the Goods in your Order would not significantly reduce their value.
7.10 If any cancelled Goods are delivered to you, you must return them to us or arrange for their collection. We will cover the costs of postage or collection. Please contact us using the details provided in the Customer Details Page for a return label or to arrange collection.
7.11 Risk in the Goods passes to you once we have delivered the Goods to the Delivery Address (or as otherwise directed by you) or once you (or a carrier organised by you, if applicable) collect the Goods from us. Ownership of the Goods only transfers to you once we have received payment in full.
8.1 You agree that you, in the course of the sale, distribution, marketing or other dealing in relation to the Goods, will at all times adopt a professional manner and will maintain a professional attitude and relationship with customers who are purchasing the Goods from you. You shall not act in any way to damage our brand, reputation or good standing and will act with integrity in upholding our reputation.
8.2 Goods are supplied to you strictly on the following conditions:
a. you must only distribute or sell the Goods in their original packaging as they were supplied to you by us;
b. the Goods must not be offered for sale outside of the United Kingdom without our prior written consent;
c. If you are unable to satisfy a request from your customers for our Goods, you must not offer a substitute product that is not in our range;
d. Goods that have exceeded their ‘expiry date’ or ‘best before’ date must not be sold, offered for sale by or otherwise supplied by you to any third party;
e. All Goods must be stored by you in accordance with product guidelines (or if none, in appropriate storage conditions) to preserve the active ingredients and efficacy of the Goods;
f. The Goods must not be offered for sale by you at any all-breed Championship Dog Shows in the UK without first obtaining our prior written approval;
8.3 Our advertising colours are Pantone PMS2757 and PMS7458. These colours and our brand guidelines must be used/complied with in connection with all promotional and advertising materials connected with the Goods.
8.4 We can supply, free of charge, ‘point of sale’ items and literature that you can provide to your customers. You should request these at the point of ordering the Goods.
8.5 Samples of any proposed literature, packaging or promotional material prepared by you to promote the Goods must be submitted to us for our prior written approval before you use them.
8.6 Any information, description or text about the Goods that you intend to use to advertise the Goods (whether on a website, your own ordering systems or otherwise) that is not supplied by us must be submitted to us for our prior approval before it is used. We can provide images and descriptions of the Goods for your use on request.
8.7 If we suspect that you have breached any of the terms of this clause 8 we may withhold the supply of Goods to you whilst we investigate further. This will include, without limitation, if we consider that you are not making our Goods available for sale to the public.
8.8 If you breach any of the terms in this clause 8, we may terminate the Contract in accordance with clause 12.
9.1 The Dorwest Herbs name and logo are registered trademarks and may only be used in relation to Goods that have been manufactured by or purchased directly from us, and must not be reproduced or amended in any way.
9.2 You accept that all Intellectual Property in respect of the Goods and the Dorwest Herbs name and brand is vested in us, and is our sole and exclusive property. You will not do, or omit to do, anything that may affect the validity of any of our Intellectual Property.
9.3 We warrant that your use of our trademarks shall not infringe the intellectual property rights of any third party.
10.1 We warrant that on delivery (or if appropriate, on collection), the Goods shall:
a. conform in all material aspects with their description;
b. be free from material defects in design, material and workmanship;
c. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
d. be fit for any purpose described by us.
10.2 Subject to clause 10.3, if:
a. you give us notice in writing, within a reasonable time, of discovery that Goods do not comply with the warranty in clause 10.1 above;
b. we are given a reasonable opportunity to examine the Goods; and
c. you return such Goods to us
We shall (at our option) replace the defective Goods or refund the price of the defective Goods in full.
10.3 We will not be liable for a product’s failure to comply with the warranty in clause 10.1 if:
a. you make any further use of such Goods after giving notice in accordance with clause 10.2(a); or
b. the defect arises because you failed to follow our oral or written instructions as to the storage or use of the Goods, or (if there are none) good trade practice; or
c. the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions.
10.4 Except as provided in this clause 10, we shall have no liability to you in respect of a product’s failure to comply with the warranty in clause 1.
10.5 These Terms of Sale shall apply to any replaced Goods supplied by us.
10.6 The terms implied by sections 13 – 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
11.1 If you are the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (“Recall Notice”), you shall immediately notify us in writing, including a copy of the Recall Notice.
11.2 Unless otherwise required law, you may not undertake any recall or withdrawal without our written consent.
12.1 Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
a. the other party commits a material breach of any term of the Contract (including in particular clauses 8 and 9) and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of that party being notified in writing to do so;
b. the other party 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), obtaining a moratorium, 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;
c. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
d. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
12.2 Notwithstanding clause 12.1 above, either party may give the other no less than 10 Business Days’ written notice to terminate the Contract for any reason. The Contract shall be deemed to have terminated on expiry of this notice period.
12.3 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment and remains in default not less than 15 calendar days after being notified in writing to make such payment.
12.4 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.
12.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
13.1 Subject to your right to partially cancel an Order under clause 8, if you terminate the Contract for any reason after Goods have been dispatched or delivered to you, you must return the Goods to us or arrange for their collection. Please contact us using the details provided in the Customer Details Page for a return label or to arrange collection.
13.2 If you are returning the Goods to us in person, they can be returned during our business hours of 0900 to 1700 on Monday to Thursday and 0900 to 1600 on Fridays.
13.3 We will cover the costs of returning the Goods to us in the following circumstances:
a. the Goods are faulty or misdescribed;
b. you are terminating the Contract because of upcoming changes to these Terms of Sale that you do not agree to;
c. you are terminating the Contract because of upcoming changes to the Goods that you do not agree to;
d. you are terminating the Contract because we have made an error in the price or description;
e. you are terminating the Contract because there is a risk that delivery of the Goods will be substantially delayed due to events outside of our Control;
f. you are terminating the Contract because we have done something wrong (including where we have not delivered the Goods on time and the circumstances in clause 1).
13.4 In all other circumstances you must cover the costs of returning the Goods to us.
13.5 If you are responsible for the costs of returning the Goods to us and we are collecting them, the cost charged to you will be the direct cost to us of collecting the Goods.
14.1 If you have ordered the incorrect Goods from us, we will exchange them for the Goods that you intended to order (provided that we are able to do so), provided that the incorrect Goods are returned to us at your cost within 14 days of you receiving them, that they are returned to us unopened and in good resalable condition. If the price of the Goods that you intended to order is higher than the incorrect Goods that you actually ordered, the difference in price will be added to your invoice for the Goods. If the price of the Goods that you intended to order is lower than the incorrect Goods that you actually ordered, the difference in price will be added as a credit to your credit account.
14.2 All refunds due to you will be made using the same method used by you when paying for the Goods, or credited to your Credit Account. You will be refunded the price paid for the Goods and (if applicable) delivery. Only standard delivery charges (i.e. the cheapest option available for your Order) will be refunded, and we do not reimburse premium delivery charges. If you personally deliver returned Goods to us, we will not refund you any costs of returning the Goods above what would have been the cheapest standard delivery charges of returning the Goods, for example by Royal Mail. All refunds due to you will be made as soon as possible.
14.3 We may, at our discretion, at your request replace any Goods that you have ordered within the last 6 calendar months for either identical Goods (with a longer ‘best before’ or ‘use by’ date) or different Goods up to the value of the Goods being returned to us. If the price of Goods being replaced is more than the price of the replacement Goods we provide to you, the difference will be credited to your account. If the price of Goods being replaced is less than the price of the replacement Goods we provide to you, we will invoice you for the difference. We will only consider replacing Goods under this clause 3 if the Goods being returned to us are in a good resaleable condition, with the tamper seal intact and have no less than 6 months remaining on their ‘best before’ or ‘use by’ date.
14.4 To request a replacement of Goods in accordance with clause 3, you must first contact us to obtain a ‘Return Merchandise Authorisation’ number. This is so we can trace and process any of your returns. We will not accept any request for replacement Goods without a Return Merchandise Authorisation number.
15.1 Subject to clause 15.3, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between you and us.
15.2 Subject to clause 15.3, our total liability to you for all other losses arising out of or in connection with any contract between you and us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total price paid by you for the Goods.
15.3 Nothing in these Terms of Sale seeks to limit or exclude our liability for death or personal injury caused by our negligence (including that of our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation or for any other matter in respect of which liability cannot be excluded or restricted by law.
16. Force Majeure
We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic, pandemic or other natural disaster, or any other event that is beyond our reasonable control.
17.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 2.
17.2 Each party may disclose the other party’s confidential information:
a. to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, sub-contractors or advisers to whom it discloses the other party’s confidential information comply with this clause 17; and
b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
c. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
18.1 We may at any time assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights under this agreement. You shall not assign, transfer, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of your rights or obligations under this agreement without our prior written consent.
18.2 The Contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
18.3 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
18.4 No failure or delay by us in exercising any of our rights under these Terms and Conditions means that we have waived that right, and no waiver by us of a breach of any provision of these Terms and Conditions means that we will waive any subsequent breach of the same or any other provision.
18.5 This Contract constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on behalf of us which is not set out in these Terms and Conditions and that you shall have no claim for innocent or negligent misrepresentation (or negligent misstatement) based on any statement in this agreement.
18.6 No variation of this Contract shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
19.1 These Terms and Conditions, and the relationship between you and us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.
19.2 Any dispute, controversy, proceedings, or claim between you and us relating to these Terms of Sale or to the relationship between you and us (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.