Terms and conditions

Terms & Conditions

1. DEFINITIONS in these conditions
• “Contract” refers to any agreement that incorporates these terms and conditions.
• “The Company” means DH Training.
• “The Buyer” refers to any party entering into a Contract with the Company to purchase Goods.
• “Goods” means any goods or services to be provided by the Company under the Contract.
• “Production Literature” refers to the Manufacturer’s technical and processing data sheets, as well as Health and Safety information sheets related to the Goods.
• “Manufacturer” means the organization that produced the goods.
2. CONDITIONS
• 2.1 These terms and conditions shall supersede and take precedence over any terms and conditions mentioned in the Buyer’s order, correspondence, or elsewhere, or implied by trade custom, practice, or course of dealing, unless specifically agreed in writing in the Company’s order confirmation.
• 2.2 These terms and conditions can only be altered, amended, or varied by explicit agreement between the Company and the Buyer. The Buyer acknowledges that, except as provided in these terms and conditions or confirmed in the Company’s order confirmation, there are no representations by the Company that have induced the Buyer to enter into the Contract.
3. PRICE
• 3.1 All prices quoted by the Company are exclusive of VAT. For sales within the United Kingdom, VAT at the applicable rate will be added.
• 3.2 If the cost of raw materials or other expenses incurred by the Company increases between the time the order is placed and the time of delivery, the Company reserves the right to charge the price current at the time of delivery.
• 3.3 For deliveries within the United Kingdom, unless otherwise agreed with the Buyer, prices are exclusive of delivery charges.
• 3.4 The Company reserves the right to implement annual inflationary price increases as necessary.
4. DELIVERY
• 4.1 Any delivery dates provided are for guidance only and are not a term of the Contract. Time for delivery shall not be of the essence unless delivery dates were previously agreed by the Company in writing to be binding, and the Company shall not be liable for any delay in the delivery of Goods.
• 4.2 The Company is entitled to deliver Goods in one or more instalments unless otherwise expressly agreed.
• 4.3 Delivery is deemed to occur when the goods are delivered to the delivery point or collected by the Buyer or its agent.
• 4.4 The Company may, without prejudice to any of its other rights, at its option, cancel or suspend (or suspend and later cancel) all further deliveries under the Contract in the event of default by the Buyer in making any payment due hereunder or under any other contract between the Company and the Buyer, or in the event that the Buyer, being a natural person, dies or becomes bankrupt, or being a company, enters into liquidation or has a receiver, administrative receiver, administrator, or any similar officer appointed over its undertaking, property, or assets, or any part thereof, or if the Buyer enters or offers to enter into any agreement or composition with its creditors.
• 4.5 The Buyer shall indemnify the Company for all storage and other costs incurred by the Company as a result of the Buyer’s failure to accept delivery of the Goods if delivered to the Buyer’s premises during normal business hours or at a previously agreed time. The Company may treat the Contract as cancelled and dispose of any Goods after 30 days from the date of delivery should the Buyer fail or refuse to take delivery of the Goods.

5. PAYMENT

• 5.1 The Buyer shall make payment for the Goods to DH Training at the end of the month following the month of delivery, unless otherwise agreed between DH Training and the Buyer. Time is of the essence for this condition.
• 5.2 If the Buyer fails to make payment by the due date, DH Training shall be entitled to charge interest on all overdue sums at a rate of 4% above the base rate of NatWest Bank Plc, calculated daily from the date the payment becomes overdue, without prejudice to any of its other rights.

6. PASSING OF RISK AND PROPERTY

• 6.1 Risk of damage to or loss of the Goods shall pass to the Buyer immediately upon delivery.
• 6.2 Notwithstanding the passing of risk, the Goods shall remain the sole and absolute property of DH Training as legal and equitable owner until the Buyer has paid all sums due under the Contract and any other contract between the Buyer and DH Training.
• 6.3 Until title in the Goods has passed:
• 6.3.1 The Buyer shall possess the Goods solely as bailee for DH Training.
• 6.3.2 The Buyer shall insure the Goods to their full value, indemnify DH Training for any loss or damage, and hold any insurance monies in trust for DH Training.
• 6.3.3 The Buyer shall deliver the Goods to DH Training upon request. DH Training may recover the Goods from the Buyer, and for this purpose, DH Training’s agents may enter any premises where the Goods are located. DH Training shall have the right to deal with the recovered Goods free from any rights of the Buyer.
• 6.4.1 DH Training permits the Buyer to sell the Goods in the ordinary course of business to a bona fide purchaser. Such disposal shall be as principal in relation to the Buyer’s customer, and the Buyer shall not commit DH Training to any contractual relationship with or liability to such customer.
• 6.4.2 The permission in sub-clause 6.4.1 may be revoked at any time by notice to the Buyer and shall automatically be revoked upon the commencement of liquidation proceedings or the appointment of a receiver, administrator, or similar officer over any part of the Buyer’s assets.

7. USE OF GOODS

• 7.1 The Buyer shall inform its employees and others involved in the use, storage, handling, processing, or transportation of the Goods (hereinafter “Use of Goods”) and any purchaser to whom the Buyer resells or supplies the Goods, of all the Manufacturer’s instructions and/or recommendations for Use of Goods provided to the Buyer. On resale, the Buyer shall obtain an enforceable undertaking from its purchaser not to remove any label referring to the Manufacturer’s instructions and/or recommendations for Use of Goods. If the Goods are to be used at work, the Buyer shall ensure that adequate information about their safe use is available.
• 7.2 The Buyer shall not remove any label affixed to the Goods referring to the Manufacturer’s instructions and/or recommendations for Use of Goods.

8. CLAIMS FOR LOSS OR DEFECT

• 8.1 The Buyer shall inspect the Goods immediately upon delivery and, within 5 days of delivery or receipt of invoice in the event of non-delivery, notify DH Training in writing of any shortage, breakage, defect, or any other issue that indicates the Goods are not in accordance with the Contract.
• 8.2 The Goods in respect of which the Buyer makes any claim shall be preserved intact as delivered for 21 days from the notification of the claim, during which time DH Training or its agents shall have the right to inspect the Buyer’s premises to investigate the complaint.
• 8.3 If the Buyer fails to give notice or preserve the Goods as required under paragraphs 8.1 and 8.2, the Goods shall be deemed to be in accordance with the Contract, and the Buyer shall be deemed to have accepted the Goods.
• 8.4 If DH Training accepts the Buyer’s claim under paragraph 8.1, it shall either replace the Goods or, at its option, allow the Buyer credit for the Goods subject to the claim. DH Training shall not be liable for any further claims for indirect or consequential damage or loss, and its sole obligation shall be the replacement of goods or the provision of credit as stated.

9. LIABILITY AND WARRANTIES

• 9.1 DH Training warrants that the Goods are as described in its current printed catalogue and website and/or the Manufacturer’s Product Literature. Except as stated, all other conditions, guarantees, or warranties, whether express or implied by statute, common law, or otherwise, other than the conditions as to title implied by Section 12 of the Sale of Goods Act 1979, are excluded.
• 9.2 The application, use, and processing of the Goods is the absolute responsibility of the Buyer, who shall be deemed to have conducted its own tests to ensure the suitability of the Goods for their intended purposes and applications.
• 9.3 DH Training’s liability for any loss or damage, including any consequential loss resulting from defective Goods or any act or default by DH Training, its servants, or agents (including any negligent act or default), shall be limited to the price of the Goods through which the loss or damage arises.
• 9.4 The Buyer shall indemnify DH Training against all claims, penalties, proceedings, costs, and expenses to which DH Training may be subject in connection with the Goods or the Use of Goods or any goods in which the Goods are incorporated, arising under the Consumer Protection Act 1987, the Health and Safety at Work etc. Act 1974, or as a result of any claim or allegation of a defect in safety of the Goods or any goods in which the Goods are incorporated. The Buyer shall also indemnify DH Training against any breach of copyright laws relating to requests by the Buyer to print or embroider logos, names, etc., on Goods ordered by the Buyer.
• 9.5 Nothing herein shall exclude any liability of DH Training or render the Buyer liable to indemnify DH Training for the death or injury of any person arising from the negligence of DH Training, its servants, or agents.

10. SET OFF

• All sums payable under the Contract shall be payable without any set-off, counterclaim, withholding, or deduction, and DH Training shall be entitled, in the event of non-payment, to obtain and enforce judgment thereon without any stay of execution pending the determination of any cross-claims by the Buyer.

11. FORCE MAJEURE

• DH Training shall not be liable for any failure in the performance of the Contract due to war, strike, lockout, or other trade dispute, fire, floods, explosions, or shortage of materials due to any other cause beyond the reasonable control of DH Training.

12. VARIATIONS

• Unless otherwise stated in the Buyer’s order, DH Training reserves the right to update and amend any specification of Goods without notice to the Buyer.

13. WAIVER

• Any failure by DH Training to terminate the Contract or to take action for enforcement of the Contract in response to any breach by the Buyer shall not operate as a continuing waiver of the breach in question or prevent DH Training from subsequently enforcing its rights in respect of any continuing or similar breach.

14. THE LAW

• The terms of the Contract between DH Training and the Buyer shall be construed according to and subject to English Law, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts.

These conditions apply with effect from 15th September 2024 and supersede all previous conditions issued by DH Training.