Terms & Conditions of Sale 2023, Business Customers

These terms and conditions only apply to orders placed with The Body Doctor Limited by businesses.

 

1.INTERPRETATION

 

The following definitions and rules of interpretation in this clause apply in these Conditions.

 

1.1 Definitions:

Conditions: these terms and conditions.

Contract: a contract for the supply of Products by Us to You pursuant to an Order.

Delivery:  completion of delivery of Products specified in an Order in accordance with clause 4.6(a) or clause 4.6(b).

Force Majeure Event:   means any circumstance not in Your or Our reasonable control including acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination, or sonic boom; any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts; non-performance by suppliers or subcontractors; and interruption or failure of utility service.

Order:  an order for Products submitted by You in accordance with clause 2.

Premises: Our premises at Unit 1 Park Mill Way, Clayton West, Huddersfield, HD8 9XJ.

Products:  the Products ordered by and supplied to You under a Contract.

Us / Our: The Body Doctor Limited, a company registered in England and Wales with company registration number 08282235 whose registered office is at Unit 1 Park Mill Way, Clayton West, Huddersfield, HD8 9XJ.

VAT:  value added tax chargeable in the UK.

Website: www.the-body-doctor.com

You / Your: the person who enters into a Contract with Us for the supply of Products.

 

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

 

1.3 Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

 

1.4 A reference to writing or written excludes fax but not email.

 

 

 

 

1.5 Any obligation on a person not to do something includes an obligation not to agree or allow that thing to be done.

 

1.6 References to clauses are to the clauses of this agreement.

 

2. BASIS OF THE CONTRACT BETWEEN US AND YOU

 

2.1 These Conditions will apply to all Orders placed with us and all Contracts between You and Us. Any other terms You seek to impose or incorporate will not apply to the Contract nor any that may be implied by law, trade custom, practice or course of dealing.

 

2.2  You agree that You waive any right You might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of Yours that is inconsistent with these Conditions.

 

2.3 An Order placed by You with Us will be an offer only to purchase the Goods in accordance with these Conditions.

 

2.4 You are responsible for ensuring that the terms of an Order are complete and accurate.

 

2.5 We only accept Orders given in writing to Us.

 

2.6 We may refuse an Order placed if We are unable to meet it. If We refuse an Order We will notify You as soon as possible after the Order has been placed.

 

2.7 Any samples, descriptive matter or advertising We produce and any descriptions or illustrations contained in any of Our catalogues or brochures or on Our Website are only for the purpose of giving the approximate detail of the Products, their purpose, and what they can be used for. They shall not form part of the Contract nor have any contractual force.

 

2.8 If we give a quotation this shall not constitute an offer. Any quotation issues shall only be valid for a period of 28 days.

 

3. THE PRODUCTS

 

Our Products are as described in our advertising literature and / or on Our Website.

 

 

 

 

 

 

 

4. DELIVERY

 

4.1 We shall deliver the Products as soon as we reasonably can do so. If We give You any dates for delivery these are approximate only.

 

4.2 The time of delivery is not of the essence.

 

4.3 We shall not be liable for any delay in delivery caused by a Force Majeure Event or if You fail to provide Us with necessary or adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

 

4.4 We may deliver Products in instalments. Each delivery instalment 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 You to cancel any other instalment.

 

4.5 Each delivery will include a delivery note with the date of the Order, any relevant reference numbers of Ours or Yours and the type and quantity of the Products delivered.

 

4.6 Either:

(a) We shall deliver the Products to the location address You give in the Order or such other location address as We and You may agree when the Order is made (Delivery Location); or

(b) If agreed when the Order is made, You shall collect the Products from our Premises (Delivery Location) once We inform You that the Products are ready for collection.

 

4.7 Delivery will be completed when either the Products are delivered to You under clause 4.6(a) or You collect the Products from Us under clause 4.6(b).

 

4.8 There is no cost for delivery if the Products are to be collected from Us under clause 4.6(b). If We are to deliver the Products to You under clause 4.6(a) at an address within the United Kingdom and the value of the Order exceeds £75.00 We will pay the costs of delivery. Otherwise, You are responsible for the cost of delivery which will be notified to You after You have placed the Order.

 

4.9 If either You fail to accept delivery of the Products under clause 4.6(a) or You do not collect the Products from us under clause 4.6(b) within 14 days of Us notifying You that the Products are ready for collection, We may resell or otherwise dispose of part or all of the Products without any liability to You save that We may charge You for any shortfall below the price of the Products.

 

4.10 If We fail to deliver the Products then Our liability shall be limited to the costs and expenses You incur in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products. However, We shall have no liability to You for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event, Your failure

 

 

 

to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

 

5. QUALITY OF OUR PRODUCTS

 

5.1 We warrant that from the date of delivery and for fourteen days afterwards (Warranty Period), the Products will:

(a) conform with their description;

(b) be free from material defects in composition and material;

(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(d) be fit for the purpose We say the Products should be used for.

 

5.2 At all times subject to the provisions of clause 5.3, should You:

(a) give notice to Us in writing during the Warranty Period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in Clause 5.1;

(b) We are given a reasonable opportunity of examining the Products; and

(c) if We ask that You do so, You allow us to collect or You return the alleged defective Products to Us at Our Premises at Your cost;

Then if We determine that the Products do not comply with the warranty We shall at Our option either replace the defective Products or refund the price of the defective Products in full. In such instance, if You have paid for the cost of return We shall also refund that cost to You.

 

5.3 We shall not be liable for a Product’s or Products’ failure to comply with the warranty set out in Clause 5.1 if:

(a) You continue to use the Products (or Products from the same batch) once You have given Us notice under clause 5.2(a);

(b) the defect arises because You have failed to follow Our oral or written instructions as to the storage or use of the Products;

(c) the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions; or

(d) the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

 

5.4 We shall ensure that the Products are properly packed and secured in a manner to enable them to reach the Delivery Location in good condition.

 

5.5 We shall obtain and maintain in force all licences, permissions, authorisations, consents and permits needed to manufacture and supply the Products.

 

5.6 Except as provided in this Clause 5, We shall not have any liability to You in respect of a Product’s failure to comply with the warranty set out in Clause 5.1.

 

 

 

 

5.7 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

 

5.8 The provisions in this clause 5 shall apply to any replacement Products We supply.

 

6. LEGAL TITLE AND RISK IN THE PRODUCTS

 

6.1 The risk in Products shall pass to You on completion of delivery under clause 4.7.

 

6.2 The legal title to Products shall not pass to You until the earlier of:

(a) We receive payment in full (in cash or cleared funds) for the Products; or

(b) You resell the Products, in which case legal title to those Products shall pass to You at the time specified in clause 6.4.

 

6.3 Until the legal title to Products has passed to You, You shall:

(a) store those Products separately from all other goods You hold so that they remain identifiable as being Ours;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to those Products;

(c) maintain those Products in satisfactory condition and keep them insured for their full price against all risks; and

(d) give to Us such information as We may reasonably require from time to time relating to the Products.

 

6.4 Subject to clause 6.5, You may resell or use Products in the ordinary course of Your business (but not otherwise) before We receive payment for the Products. However, if You should resell the Products before that time:

(a) it does so as principal and not as Our agent; and

(b) legal title to those Products shall pass from Us to You immediately before the time at which the resale by You takes place.

 

6.5 At any time before the legal title to the Products passes to You, We may:

(a) by notice in writing to You, terminate Your right under clause 6.4 to resell the Products or use them in the ordinary course of Your business; and

(b) require You to deliver up all the Products in Your possession that have not been resold and if You should fail to do so promptly, enter any premises where the relevant Products are stored in order to recover them.

 

 

 

 

 

 

7. PRODUCT RECALL

 

7.1 If You are the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Products from the market You shall immediately notify Us in writing enclosing a copy of the Recall Notice.

 

7.2 Unless required by law, You shall not undertake any recall or withdrawal without Our written permission and only then in strict compliance with Our instructions about the process of implementing the withdrawal.

 

8. PRICE AND PAYMENT

 

8.1 The price of the Products is the price set out in the Order, or if the Order does not state the price, then the price set out in Our published price list on Our Website as at the date of delivery.

 

8.2 Provided We give notice to You in advance up to seven days before delivery, We may increase the price of the Products to reflect any increase in the cost of the Products that is due to:

(a) any factor beyond Our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by You to change the quantities or types of Products ordered; or

(c) any delay caused by any of Your instructions or failure to give to Us adequate or accurate information or instructions.

 

8.3 The price of the Products:

(a) excludes amounts in respect of value added tax (VAT), which You shall additionally be liable to pay to Us at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b) where delivery is outside of the United Kingdom and / or the value of the Order is less than £75.00, excludes the costs and charges of delivery which shall be invoiced to You.

 

8.4 We may invoice You for the Products (and any delivery costs under clause 8.3(b)) upon delivery or at any time after the completion of delivery.

 

8.5 You shall pay each invoice submitted by Us:

(a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by Us with You in writing; and

(b) in full and in cleared funds to Our bank account.

 

8.6 Time for payment shall be of the essence of the Contract.

 

8.7 If You fail to make a payment due to Us under the Contract by the due date, then, without limiting any of Our remedies under Clause 9, You shall pay interest on the overdue sum from the due

 

 

 

date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 8.7 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

 

8.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

 

9. RESALE OF PRODUCTS

 

Subject to the provisions of clause 6, whilst You are entitled to resell the Products, You shall not sell, nor advertise the Products for sale, on any internet market or trading website such as, but not limited to, Amazon or eBay. We believe this restriction to be lawful and effective as it does not indirectly have the object of preventing the use of the internet by You to sell the Products to particular geographical areas or customers.

 

10. LIMITATION OF LIABILITY

 

10.1 The limits and exclusions in this clause reflect the insurance cover We have been able to arrange and You are responsible for making Your own arrangements for the insurance of any excess liability.

 

10.2 References to liability in this clause 10 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

 

10.3 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

(d) defective products under the Consumer Protection Act 1987.

 

10.4 Subject to clause 10.3, Our total liability to You under the Contract shall not exceed the value of the Contract. 

 

10.5 Subject to clause 10.3, the following types of loss are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of or damage to goodwill; and

(f) indirect or consequential loss.

 

 

 

10.6 This clause 10 shall survive termination of the Contract.

 

11. TERMINATION

 

11.1 Without limiting any of Our other rights or remedies, We may terminate a Contract with immediate effect by giving written notice to You if:

(a) You commit a material breach of any of these Terms and (if such a breach is remediable) You fail to remedy that breach immediately when notified to do so;

(b) You do not comply with clause 9 of these Terms;

(c) You take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with Your 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 over any of Your 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;

(d) You suspend or threaten to suspend, cease or threaten to cease to carry on all or a substantial part of Your business; or

(e) Your financial position deteriorates so far as to reasonably justify the opinion that Your ability to give effect to the terms of the Contract is in jeopardy.

 

11.2 Without limiting Our other rights or remedies, We may suspend provision of the Products under a Contract or any other contract between Us and You if You become subject to any of the events listed in clause 11.1(c) to clause 11.1(e), or if We reasonably believe that You are about to become subject to any of them, or if You fail to pay any amount due under the Contract on the due date for payment.

 

11.3 On termination of the Contract for any reason You shall immediately pay to Us all of Our outstanding unpaid invoices and interest and, in respect of any Products supplied but for which no invoice has been submitted, We shall submit an invoice, which shall be payable by You immediately.

 

11.4 Termination of a Contract, however arising, shall not affect any of Our or Your rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of Contract which existed at or before the date of termination.

 

11.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

 

12. FORCE MAJEURE

 

Neither You nor We shall be in breach of a Contract or otherwise liable for any failure or delay in the performance of our respective obligations if such delay or failure results from a Force Majeure

 

 

 

Event. The time for performance of such obligations shall be extended accordingly. However, if the period of delay or non-performance continues for three months, the party not affected may terminate the Contract by giving written notice to the affected party.

 

13.GENERAL

 

13.1 We may at any time assign, transfer, or subcontract all or any of Our rights or obligations under a  Contract.

 

13.2 You may not assign or transfer any or all of its rights or obligations under a Contract.

 

13.3 A Contract constitutes the entire agreement between Us and You. You and We acknowledge that in entering into a Contract neither You nor We rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

 

13.4 No variation of a Contract shall be effective unless it is in writing and signed by Us and You (or our respective authorised representatives).

 

13.5 A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

 

13.6 If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Conditions. If any provision is deemed deleted under this clause 13.6 You and We shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

13.7 A Contract and these Conditions does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

 

13.8 A Contract, and these Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

 

13.9 You and We irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract, these Conditions or its subject matter or formation.