Dyson Products Limited -
Conditions of Sale
All contracts between Dyson Products Limited and its customers for the sale and purchase of goods will be governed by the following terms and conditions.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.5.
Contract: the contract between Dyson 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 Dyson.
Dyson: Dyson Products Limited (registered in England and Wales with company number 00416853).
Force Majeure Event: has the meaning given in clause 10.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer's order for the Goods, as set out Dyson in the Customer's purchase order form or Dysonís order acknowledgement.
1.2 Construction. In these Conditions, the following rules apply:
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.
1.2.3 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.
1.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.5 A reference to writing or written includes faxes and emails.
2. Basis of Contract
2.1 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.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.3 The Order shall only be deemed to be accepted when Dyson issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 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 Dyson which is not set out in the Contract.
2.5 Any samples, drawings, descriptive matter, or advertising produced by Dyson and any descriptions or illustrations contained in Dyson's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.6 A quotation for the Goods given by Dyson shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
3.1 The Goods are described in Dyson's catalogue.
3.2 Dyson reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4.1 Dyson shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.2 Dyson reserves the right, on Orders valued under £100 and for deliveries outside of the UK mainland, to charge for delivery at the cost specified on the order acknowledgement.
4.3 Unless otherwise agreed, Dyson shall deliver the Goods to the location set out in the Order or such other location as the parties may agree ("Delivery Location") at any time after Dyson notifies the Customer that the Goods are ready.
4.4 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Dyson shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Dyson with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If Dyson fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Dyson 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 Dyson with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 Dyson 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.
5.1 Where Dyson is not the manufacturer of the Goods, Dyson shall endeavour to transfer to the Customer the benefit of any manufacturerís warranty or guarantee given to Dyson.
5.2 Dyson warrants that on delivery, and for a period of 12 months from the date of delivery ("warranty period"), the Goods shall:
5.2.1 conform in all material respects with their description; and
5.2.2 be free from material defects in design, material and workmanship.
5.3 The Customer shall be responsible for selecting Goods appropriate for the Customerís purpose. Dyson will not be responsible for ensuring that the Goods are fit for any purpose held out by Dyson or made known to Dyson.
5.4 Subject to clause 5.5, if:
5.4.1 the Customer gives notice in writing to Dyson within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.12;
5.4.2 Dyson is given a reasonable opportunity of examining such Goods; and
5.4.3 the Customer (if asked to do so by Dyson) returns such Goods to Dyson's place of business at Dysonís cost, Dyson shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.5 Dyson shall not be liable for Goods' failure to comply with the warranty set out in clause 5.2 in any of the following events:
5.5.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.34;
5.5.2 the defect arises because the Customer failed to follow Dyson's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.5.3 the defect arises as a result of Dyson following any drawing, design or specification supplied by the Customer;
5.5.4 the Customer alters or repairs such Goods without the written consent of Dyson;
5.5.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
5.5.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.6 Except as provided in this clause 5, Dyson shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.12.
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 These Conditions shall apply to any repaired or replacement Goods supplied by Dyson.
6. Title and Risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
6.2.1 Dyson receives payment in full (in cash or cleared funds) for the Goods and any other goods that Dyson 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; and
6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Dyson's property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4 notify Dyson immediately if it becomes subject to any of the events listed in clause 8.2; and
6.3.5 give Dyson such information relating to the Goods as Dyson may require from time to time.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Dyson receives payment for the Goods. However, if the Customer resells the Goods before that time:
6.4.1 it does so as principal and not as Dysonís agent; and
6.4.2 title to the Goods shall pass from Dyson to the Customer immediately before the time at which resale by the Customer occurs.
6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2, then, without limiting any other right or remedy Dyson may have:
6.5.1 the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
6.5.2 Dyson may at any time:
(a) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(b) 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.
7. Price and Payment
7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Dyson's published price list in force as at the date of delivery.
7.2 Unless otherwise agreed, the price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
7.3 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 Dyson, pay to Dyson such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
7.4 Unless otherwise agreed, Dyson may invoice the Customer for the Goods on or after the Goods have been dispatched for delivery.
7.5 Unless otherwise agreed, the Customer shall pay the invoice in full and in cleared funds by the end of the month following the month the invoice was dated. Payment shall be made to the bank account nominated in writing by Dyson. Time of payment is of the essence.
7.6 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). Dyson may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Dyson to the Customer.
8. Termination and Suspension
8.1 If the Customer becomes subject to any of the events listed in clause 8.2, Dyson may terminate the Contract with immediate effect by giving written notice to the Customer.
8.2 For the purposes of clause 8.1, the relevant events are:
8.2.1 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;
8.2.2 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
8.2.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
8.2.4 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
8.2.5 (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;
8.2.6 a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;
8.2.7 (being an individual) the Customer is the subject of a bankruptcy petition or order;
8.2.8 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
8.2.9 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2.1 to clause 8.2.6 (inclusive);
8.2.10 the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
8.2.11 the Customer's financial position deteriorates to such an extent that in Dyson's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
8.2.12 (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
8.3 Without limiting its other rights or remedies, Dyson may suspend provision of the Goods under the Contract or any other contract between the Customer and Dyson if the Customer becomes subject to any of the events listed in clause 8.2.1 to clause 8.2.12, or Dyson reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
8.4 On termination of the Contract for any reason the Customer shall immediately pay to Dyson all of Dyson's outstanding unpaid invoices and interest.
8.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
8.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9. Limitation of Liability
9.1 Nothing in these Conditions shall limit or exclude Dyson's liability for:
9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
9.1.2 fraud or fraudulent misrepresentation;
9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
9.1.4 defective products under the Consumer Protection Act 1987; or
9.1.5 any matter in respect of which it would be unlawful for Dyson to exclude or restrict liability.
9.2 Subject to clause 9.1, Dyson shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
9.2.1 any loss of profits, sales, business or revenue;
9.2.2 loss of corruption of data, information or software;
9.2.3 loss of business opportunity;
9.2.4 loss of anticipated savings;
9.2.5 loss of goodwill; or
9.2.6 any indirect or consequential loss.
9.3 Subject to clause 9.1, Dysonís total liability to the Customer in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the Contract shall be limited to the higher of:
9.3.1 the amount actually paid by the Customer for the Goods in respect of which a claim is made; and
9.3.2 in respect of an insured loss, the amount actually received by Dyson in respect of a claim made pursuant to its insurance.
10. Force Majeure
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, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
11.1 Assignment and other dealings.
11.1.1 Dyson 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.
11.1.2 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 Dyson.
11.2.1 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.
11.2.2 If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.3 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.
11.4 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
11.5 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by Dyson.
11.6 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.
11.7 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).