TERMS AND CONDITIONS OF SALE
1. Definitions And Interpretation
All capitalised words and phrases shall have the meaning given to them below or otherwise where they appear in these Terms and Conditions of Sale.
1.1 ‘DKB Toys’, ‘we’, ‘us’ – means DKB Toys and Distribution Limited incorporated and registered in England and Wales with company number 13201102 and whose registered office and central administrative office is at Mermaid House, Puddle Dock, Blackfriars, London, EC4V 3DB.
1.2 ‘Goods’ – means those products offered for sale from DKB Toys.
1.3 ‘Order’ – means an order issued by the Customer for Goods to be supplied under the Terms and Conditions of Sale.
1.4 ‘Customer’, ‘you’ – shall mean the legal entity that opens an account with DKB Toys and places Orders on that account.
1.5 ‘Terms and Conditions of Sale’ – means these Terms and Conditions of Sale, as may be amended from time to time.
1.6 ‘Territory’ – means England, Scotland, Wales, Northern Ireland, the Channel Islands and the Republic of Ireland.
1.7 ‘Website’ – means the website at dkbtoys.com.
1.8 The Customer and DKB Toys shall be jointly referred to as the ‘Parties’ or individually each as a ‘Party’.
1.9 These Terms and Conditions of Sale shall apply to all Orders placed by the Customer via the Website or any other means.
1.10 Subject to any variation agreed in writing between the Parties, these Terms and Conditions of Sale are the only terms and conditions upon which DKB Toys is agreeing to deal with the Customer and any terms or conditions of the Customer shall have no effect.
2. Supply Of Goods
2.1 Each Order for Goods by the Customer to DKB Toys shall be deemed to be an offer by the Customer to buy Goods subject to the Terms and Conditions of Sale and no Order shall be accepted until DKB Toys either expressly by giving notice of acceptance or implied by fulfilling the Order in whole or part, accepts the offer.
3.1 The prices payable for the Goods are clearly set out on the Website and are in GBP sterling.
3.2 All prices are expressed exclusive of any applicable value added tax that is payable.
3.3 Prices and offers may vary from time to time and may only be available for limited periods. All prices and offers are subject to availability and may be withdrawn or amended at the discretion of DKB Toys at any time.
3.4 Every effort is made to ensure that the prices shown on the Website are correct. In the unlikely event that an error is made in the price shown on the Website, we will not be obliged to supply the Goods at the incorrectly stated price. In these circumstances, we shall cancel the order and advise you via email or any other reasonable means that the order has been cancelled.
3.5 For the avoidance of doubt, if the pricing error is obvious and unmistakable and could easily have been recognised by you as a mispricing, we do not have to provide the Goods to you at the incorrect price.
3.6 The Customer shall set the prices at which the Goods are sold by the Customer to its end customers at its sole discretion.
3.7 We may on occasion offer promotional discount coupon codes which will entitle the holder to a discount. Valid discount coupon codes can only be used at the time of purchase and cannot be used retrospectively. Discount coupon codes can only be used on the Website and will be subject to the terms and conditions supplied with the discount coupon codes.
4. Product Information
4.1 Full details of the Goods are displayed on the Website.
4.2 DKB Toys shall use its reasonable endeavours to procure that all graphical representations and descriptions of Goods available from DKB Toys correspond to the actual Goods, DKB Toys is not responsible for any variations from these descriptions.
5. Order Process
5.1 All Orders shall be initiated by the Customer via:
5.1.2 the Website; or
5.1.3 a representative of DKB Toys.
5.2 DKB Toys shall accept or reject Orders at its sole discretion at any time after the Order has been submitted. Where DKB Toys reject an Order, DKB toys shall have no liability to the Customer for such rejection.
5.3 There will be no contract for an Order between you and us unless and until you receive confirmation from us by means of an ‘order dispatch’ email that confirms that the Goods you have ordered have been dispatched. At that point (and not before), a contract will come into existence between you and us, for the sale by us, of the ordered Goods. At any point up until then, we may decline to supply the Goods to you.
5.3 DKB Toys shall assign an order number to each Order placed and notify such order number(s) to the Customer by way of email confirmation of the Order. Each Party shall use the relevant order number on all subsequent correspondence relating to the Order.
5.4 Where DKB Toys is unable to fulfil an Order or part of an Order submitted by the Customer then DKB Toys shall (at its sole discretion):
5.4.1 supply the part of the Order that it is able to promptly fulfil; and
5.4.2 supply the part of the Order it cannot promptly fulfil as soon as it is able to do so; or
5.4.3 cancel the Order (or part of the Order) that it is unable to supply.
5.5 DKB Toys shall have no liability with regards to any Order (or part Order) that it cannot supply, except for the refunding of any monies that have been paid for such Goods it cannot supply.
5.6 Each Order placed by the Customer shall be for minimum quantities, carton or pack quantities, or such values as displayed on the Website.
5.7 Orders are placed on a firm sale basis and cannot be cancelled by the Customer except with the written consent of DKB Toys.
5.8 This Website is a business-to-business website and is intended for the use of our Customers only. We shall not accept orders from the general public. To register your interest in opening an account please contact us.
6. Delivery Of Goods
6.1 DKB Toys shall deliver each Order to such address(es) within the Territory as notified by the Customer via the Website or any other reasonable means.
6.2 DKB Toys shall use its reasonable endeavours to deliver Goods in accordance with any agreed delivery schedule but is under no obligation to do so. Any delivery dates are estimates only. DKB Toys shall have no liability to the Customer for any Orders (or part Orders) that are not delivered within any agreed delivery schedule.
6.3 DKB Toys may deliver Orders by instalments and each instalment will be construed as a single Order and payable as such.
6.4 If the Customer fails to accept delivery of an Order, DKB Toys may arrange storage of the Order until actual delivery takes place and may charge the Customer for the reasonable costs and expenses associated with such storage.
7. Inspection Of Goods
7.1 The Customer shall inspect the Goods on their receipt to ensure that the quantity delivered is in accordance with the Order. In the event that any of the delivery packaging is visibly damaged, this must be noted by the Customer on the courier’s delivery manifest.
7.2 The Customer shall notify DKB Toys within two (2) business days of receipt of the Goods if; (i) the Goods do not conform to the Order, (ii) the Goods are damaged, (iii) incorrect Goods have been supplied, or (iv) there is a shortfall in quantity.
8. Risk, Title And Insurance
8.1 The Goods shall remain at the risk of DKB Toys until delivery to the delivery address is complete and a representative of the Customer has signed the courier’s documentation to confirm the number of packages that have been delivered at which point risk in the Goods shall pass to the Customer. At that moment, the Customer shall become responsible for the care and protection of the Goods and shall take out at its own expense adequate and comprehensive all risks cover in the Goods.
8.2 The property in the Goods shall remain with DKB Toys as legal and equitable owner until DKB Toys has received from the Customer in cash or cleared funds, payment in full for all Goods delivered to the Customer under this and all other contracts between DKB Toys and the Customer for which payment has not been paid in full.
8.3 Until such time as the Customer becomes owner of the Goods, the Customer shall hold the Goods as the Supplier’s fiduciary agent and bailee and shall keep the Goods properly stored, protected and insured and identified as the property of DKB Toys.
8.4 In the event that the Customer fails to pay due invoices or DKB Toys has reason to believe that the Customer may default in such payments or its obligations under these Terms and Conditions of Sale, DKB Toys shall have the right without prejudice to any other remedy of DKB Toys, to enter the premises of the Customer for the purpose of inspecting and/or repossessing any Goods to which it has retained title (the cost of any such repossession shall be borne by the Customer) and following any such repossession DKB Toys may sell or otherwise deal with the Goods as it sees fit.
9. Credit, Invoicing And Payment
9.1 Where the Customer has been issued with a credit, DKB Toys shall invoice the Customer for each Order at any time after the Goods have been dispatched.
9.2 The Customer shall not be entitled to exceed their credit limit. DKB Toys reserves the right to review the provision of any such credit limit from time to time and are entitled at their sole discretion to amend or remove such credit limit.
9.3 Where the Customer has not been issued with a credit limit, each order for Goods must be paid for in advance of delivery taking place, in which case DKB Toys shall issue an invoice to the Customer in each instance of Goods being ordered, such invoices to be paid in full before the Goods are dispatched
9.4 DKB Toys shall invoice the Customer in GBP sterling.
9.5 Value added tax at the prevailing rate for the Goods shall be added to invoices in the normal manner.
9.6 Unless agreed otherwise in writing between the Parties, the Customer shall pay each valid invoice in cleared funds no later than thirty (30) days from the date the invoice is submitted, with the exception of Goods supplied pursuant to clause 9.3 which must be paid in advance of Goods being dispatched.
9.7 If the Customer disputes any invoice or other statement of monies due, the Customer shall promptly notify DKB Toys via email to firstname.lastname@example.org. The Parties shall negotiate in good faith to attempt to resolve the dispute promptly. DKB Toys shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment.
9.8 In the event of late payment by the Customer of an undisputed amount, DKB Toys shall have the option to charge interest to the Customer on the overdue amount at the rate of eight percent (8.00%) per annum above the base rate of the Bank of England until such time as it receives the payment in cleared funds. The Parties agree that this rate of interest is fair and appropriate to the Terms and Conditions of Sale and constitutes a substantial remedy for the purpose of the Late Payment of Commercial Debts (Interest) Act 1998. This clause shall not apply to payments that the Customer disputes in good faith.
9.9 The time for payment for the Goods shall be the essence of the contract.
9.10 Without prejudice to any other right or remedy, DKB Toys reserves the right to set off any amount owing at any time from DKB Toys to the Customer against any amount payable by the Customer to DKB Toys.
10.1 If any claim is made against the Customer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, DKB Toys shall indemnify the Customer against all loss, damages, costs and expenses awarded against or incurred by the Customer in connection with the claim, or paid or agreed to be paid by the Customer in settlement of the claim, provided that:
10.1.1 DKB Toys is given full control of any proceedings or negotiations in connection with any such claim;
10.1.2 the Customer shall give the DKB Toys all reasonable assistance for the purposes of any such proceedings or negotiations;
10.1.3 except pursuant to a final award, the Customer shall not pay or accept any such claim, or compromise any such proceedings without the consent of DKB Toys (which shall not be unreasonably withheld);
10.1.4 the Customer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Customer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Customer recovers any sums under any such policy or cover (which the Customer shall use its best endeavours to do);
10.1.5 DKB Toys shall be entitled to the benefit of, and the Customer shall accordingly account to DKB Toys for, all damages and costs (if any) awarded in favour of the Customer which are payable by, or agreed with the consent of the Customer (which consent shall not be unreasonably withheld) to be paid by, any other Party in respect of any such claim; and
10.1.6 without limiting any duty of the Customer at common law, DKB Toys may require the Customer to take such steps as DKB Toys may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which DKB Toys is liable to indemnify the Customer under this clause.
11. Insolvency Of Customer
11.1 This clause 11 applies if:
11.1.1 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 any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party, becomes bankrupt or becomes subject to an administration order or goes into liquidation; or
11.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
11.1.3 the Customer ceases, or threatens to cease, to carry on business; or
11.1.4 DKB Toys reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
11.2 If this clause applies then, without limiting any other right or remedy available to DKB Toys, DKB Toys may cancel and/or suspend any further deliveries under the Terms and Conditions of Sale without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous arrangement to the contrary.
12.1 Any legal notices to us should be sent via email to email@example.com and via post to DKB Toys Legal, DKB Toys and Distribution Limited, Mermaid House, Puddle Dock, Blackfriars, London, EC4V 3DB.
12.2 Legal notices to you will be sent to either the email address or postal address we have on file.
12.3 Notices will be deemed received and properly served, twenty-four hours after an email is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped, and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
13. Transfer Of Rights And Obligations
13.1 The Terms and Conditions of Sale between the Parties are binding on you and us and on our respective successors and assignees.
13.2 You may not transfer, assign, charge or otherwise dispose of the Terms and Conditions of Sale, or any of your rights or obligations arising under it, without our prior written consent.
13.3 We may transfer, assign, charge, sub-contract or otherwise dispose of the Terms and Conditions of Sale, or any of our rights or obligations arising under it, at any time.
14.1 No failure to exercise or delay in exercising any right or remedy provided under these Terms and Conditions of Sale or by law constitutes a waiver of such right or remedy, nor shall it prevent or restrict any future exercise or enforcement of such right or remedy.
14.2 No single or partial exercise of any right or remedy under these Terms and Conditions of Sale shall prevent or restrict the further exercise of that or any other right or remedy.
15. Change And Variation Of Terms
15.1 We reserve the right to revise and amend these Terms and Conditions of Sale from time to time at our sole discretion.
15.2 Any such change shall take effect when posted on the Website and it is your responsibility to read the Terms and Conditions of Sale on each occasion that you use the Website and your continued use by accessing, browsing, registering with, or placing an order on the Website, shall signify your acceptance to be bound by the then current Terms and Conditions of Sale.
15.3 Where we agree to any variation with you, of any or all of the terms of these Terms and Conditions of Sale, this will be in writing and signed by or on behalf of each Party.
16.1 We shall have no liability or responsibility for failure to fulfil any obligation under these Terms and Conditions of Sale so long as, and to the extent to which, the fulfilment of such obligation is prevented, frustrated, hindered or delayed as a consequence of a force majeure event.
16.2 These Terms and Conditions of Sale 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 laws of England.
Last updated: 18 January 2023