Terms of Sale
Dr.Lipp would like to inform you of our Retailer Terms and Conditions. Please read through carefully to make sure you are in agreement. Tedious I know, but necessary!
Definitions.In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.6.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Goods: the goods (or any part of them) set out in the Order.
Instructions: any instructions given by the Supplier, whether written or oral, in relation to the Goods, including but not limited to as to the storage, movement, and use of the Goods.
Order: the Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be.
Supplier: Dr.Lipp Ltd., of 5th Floor, 167/169 Great Portland Street, London W1W 5PF, UK with Registered Number: 5149381.
Construction. In these Conditions, the following rules apply:
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
- A reference to writing or written includes e-mails.
Basis of contract
The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.
The Order shall be deemed to be accepted when the Supplier confirms acceptance of the Order or that the Goods are ready for delivery, at which point the Contract shall come into existence.
The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Goods & delivery
The Goods are described in the Supplier’s price list.
The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location).
Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location or when the Goods are collected from the Supplier’s warehouse.
Except where specific delivery dates are agreed, the Supplier shall deliver the Goods at any time after Goods are ready for dispatch. Whilst the Supplier will use reasonable endeavours to comply with agreed delivery dates, any dates quoted are approximate only, and the time of delivery is not of the essence.
The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
If the Customer fails to accept delivery of the Goods when attempted by the Supplier, it shall be required to pay a charge for re-delivery. Prior to re-delivery, the Supplier shall store the Goods until delivery takes place, and may charge the Customer for all related costs and expenses (including insurance).
If 20 Business Days after the Supplier first attempted delivery the Customer has not accepted delivery of the Goods, the Supplier may resell or otherwise dispose of part or all of the Goods.
The Customer must notify the Supplier within 21 Business Days from the dispatch date or the date of payment of the Supplier’s invoice (if earlier) if it has not received the Goods. The Supplier shall not have any liability for lost Goods if the Customer has not notified the Supplier of non-receipt within that time.
The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
The Customer agrees that it shall not sell the Goods other than through its own retail channels and, in particular, it shall not sell the Goods via Amazon or eBay without the Supplier’s prior written consent.
The Supplier warrants that on delivery, the Goods shall conform in all material respects with their description and be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
In the event that any Goods fail to conform with the warranty in clause 4.1, subject to clause 4.3, if:
- the Customer gives notice in writing to the Supplier within 10 Business Days of delivery of the Goods that some or all of the Goods do not comply with the warranty;
- the Supplier is given a reasonable opportunity of examining such Goods; and
- the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer’s cost,
the Supplier shall, at its sole option, replace the defective Goods, or refund the price of the defective Goods in full.
The Supplier shall not be liable for Goods' failure to comply with any warranty in any of the following events:
- the Customer makes any further use of such Goods after giving notice in accordance with clause 4.2(a);
- the defect arises because the Customer failed to follow the Instructions or best industry practice regarding the storage, movement, or use of the Goods; or
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
Except as provided in this clause 4, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty in clause 4.1.
Any warranties or conditions which might be implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract.
Title and risk
The risk in the Goods shall pass to the Customer on loading of the Goods for delivery at the Supplier’s location. The Supplier may agree, on the Customer’s request, to insure the Goods in transit at the Customer’s cost.
Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
Until title to the Goods has passed to the Customer, the Customer shall:
- store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
- not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and
- maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.1, then, without limiting any other right or remedy the Supplier may have, the Supplier may at any time:
- require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
- if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
Price and payment
The price of the Goods shall be as set out in the Order, where no price is stated, the Seller’s list price current at the date of acceptance of the Order.
The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
- any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
- any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
- any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, and any import, excise or similar taxes or duties, which shall be invoiced to the Customer (unless otherwise agreed).
The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
The Supplier may invoice the Customer for the Goods on or at any time after the Customer places an Order.
The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. In any event, except where otherwise agreed, full payment must be made before the Supplier dispatches the Goods. Payment shall be made to the bank account nominated in writing by the Supplier.
If the Customer fails to make any payment due to the Supplier by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 2% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
Subject to clause 7.2, the Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier, and any other confidential information concerning the Supplier’s business, its products and services which the Customer may obtain.
The Customer may disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Customer’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The Buyer may also disclose such of the Supplier’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.
This clause 7 shall survive termination of the Contract.
Limitation of liability
Nothing in these Conditions shall limit or exclude the Supplier's liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
- fraud or fraudulent misrepresentation; or
- any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
Subject to clause 8.1:
- the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
- the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
If the Customer becomes subject to any of the following events, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer:
- the Customer breaches any term of these Conditions or a Contract;
- the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; or
- the Customer becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
If the Customer becomes subject to, or the Supplier reasonably suspects that the Customer may become subject to, any of the events listed in clause 9.1, it may require the Customer to sell any remaining stock of the Goods back to the Supplier at 50% of the original purchase value of those Goods.
On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable.
Assignment and other dealings.
- The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
- The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
- A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
- The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
Variation. The policies, requirements and procedures within this Agreement are correct as at July 2022. The supplier reserves the right to amend them from time to time. The Customer should review any updated Agreements sent and periodically visit the Dr.Lipp website to confirm they are complying with the Supplier’s latest policies. These can be found at www.drlipp.com/retailer-terms-conditions/. The Customer’s continued acceptance of orders from the Supplier indicates the Customer’s agreement to abide by the Supplier’s terms and conditions, whether or not the terms and conditions are attached to each and every order.
Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).