In this document the following words shall have the following meanings:
1.1 “Seller” means ProDog Raw Ltd whose registered office is 56 Redwick Road, Pilning, Bristol, BS35 4LU.
1.2 “Buyer” means the organisation, individual or trading entity that buys Goods from the Seller;
1.3 “Goods” means the products and/or articles to be supplied to the Buyer by the Seller;
1.4 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.5 “List Price” means the list of trade prices of the Goods maintained by the Seller as amended from time to time;
1.6 “Trade Account” includes the information provided by the Buyer to the Seller to maintain up-to-date contact and delivery information, and the methodology by which individual orders are serviced and invoiced by the Seller.
1.7 “Trade Credit Account” means a Trade Account where, subject to prior application by the Buyer and subsequent approval by the Seller, the Seller extends a line of Credit to the Buyer
1.8 “Credit Limit” applies to a Trade Credit Account only, and is the maximum aggregated total monetary value of goods that can be supplied by the Seller to the Buyer without prepayment before dispatch over a pre-agreed periodicity, whether by single or multiple orders.
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged and agreed by the Seller in writing.
2.2 Placement of an Order by any means of communication, eg in writing by email or post, using supplied order self-selection tools provided on the Seller’s website, verbally by telephone or during person-to-person meeting, acceptance of sales order confirmation or pro forma invoice of the Goods, shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions.
2.3 The Seller reserves the right to amend these Terms and Conditions from time to time and will make every effort to notify previous Buyers of the changes, subject to the Buyer maintaining up-to-date contact information in their Trade Account.
3.1 Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
3.2 Products illustrated in all of the Seller’s literature and websites are provided as accurately as modern reproduction methods will allow.
3.3 It is the responsibility of the buyer to check the desired product before purchasing. It is also the responsibility of the buyer to check the suitability of the product size before purchasing. All product sizes listed are within a tolerance of +/- 2% and may vary from batch to batch.
3.4 The Seller reserves the right to withdraw and modify products or alter prices from time to time without directly notifying previous Buyers.
4.1 The price shall be as detailed in the Seller’s current Trade List Price as published on the date the order is placed, or such other price as the parties may agree in writing prior to the order being placed. The price is exclusive of VAT or any other applicable costs. All goods are sold ex-works and carriage shall be paid for by the Buyer where necessary as detailed in the Trade Pack applicable to their Trade Account.
4.2 Unless the Buyer has been approved to hold a Trade Credit Account, payment of the price and VAT and any other applicable costs shall be made before dispatch of the Goods. All orders where cleared payment is received before midday on Monday to Thursday will be dispatched the same working day. Orders where cleared payment is received at any time on a Friday, Saturday or Sunday, or after midday Monday to Thursday, will be dispatched the next working day. For the absence of doubt, Trade dispatch working days are Monday, Tuesday, Wednesday and Thursday.
4.3 Trade Credit Accounts will only be provided subject to truthful completion of an Application Proforma supplied to the Buyer by the Seller, and by approval of that application in writing by the Seller to the Buyer after the Seller has completed a due diligence process as to the Buyer’s creditworthiness; such process may include obtaining written references from banks and other suppliers, and making enquiries through bone fide Credit Agencies. Credit terms can be removed by the Seller without explanation, and the Seller reserves the right to continue supplying goods to the Buyer thereafter by prepayment only.
4.4 Holders of Trade Credit Accounts shall make payment within an agreed period from the date of the Seller invoice subject to approved credit terms, and payment shall be by Bank Transfer or Debit Card only. Should the holder of a Trade Credit Account request to make payment by other means, such as Credit Card, the Seller reserves the right to recover any additional fees incurred through the levy of an additional transactional charge equal to 3% (three per cent) of the relevant transaction value.
4.5 The Seller will from time to time set a Credit Limit for the Trade Credit Account and advise the Buyer what that Credit Limit is. The Seller reserves the right not to dispatch goods where the value of such dispatch will take a Trade Credit Account balance beyond the preset Credit Limit, and the Buyer undertakes not to attempt to order goods where dispatch of such goods will take a Trade Credit Account balance beyond the set Credit Limit at the time of order.
4.6 If payment of an invoice or any part thereof is not made by the due date, the Seller shall be entitled to:
(a) require payment in advance of delivery in relation to any Goods not previously delivered; and/or
(b) refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery; and/or
(c) terminate the contract and/or Trade Credit Account.
4.7 The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due on until the date of payment at a daily rate equivalent to 5% per annum above the prevailing base interest rate published by the Bank of England at the date of invoice.
4.8 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract if the Buyer suspends, or threatens to suspend, payment of its debts, or is deemed unable to pay its debts within the meaning of the Insolvency Act 1986, or a petition is filed, notice given, a resolution passed, or an order is made, for or in connection with the winding up of the Buyer, including application made to a court for the appointment of an administrator.
5.1 Unless otherwise agreed in writing, or specified during the order process, delivery of the Goods shall take place within the timescale specified by the Seller.at the address specified by the Buyer in their Trade Account
5.2 Standard delivery is conducted between the hours of 09.00 and 17.00, Monday to Friday using either a third party courier, third party pallet carrier, or Seller’s own van. Delivery elapsed times vary according to each mode of transportation, which is determined by the size of the Order, as detailed below:
(a) Third party courier – 24 to 48 hours
(b) Third party pallet carrier – 24 to 72 hours.
(c) Seller’s own van – 24 to 96 hours
5.3 Should the Buyer require modified delivery services which are not covered by the standard delivery terms, such as date specific, on alternative site location, the Buyer must contact the Seller prior to placement of order to discuss additional delivery services required which will be priced on application. Upon acceptance from the Buyer such charges will be added to the standard delivery charge.
5.4 The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. Failure to accept a pre-booked delivery may result in a redelivery charge.
5.5 The delivery address specified by the Buyer must be safely accessible by any vehicle selected by a third-party delivery service – eg, if the delivery is by third-party pallet carrier, the premises must be accessible by truck.
5.6 The delivery service is completed by one person (the driver) up to the vehicle tailgate. It is the responsibility of the buyer to ensure vehicle access including suitable parking and the handling of the Goods beyond the vehicle tailgate.
5.6 The delivery period specified by the Seller is an estimate only but the Seller shall use its reasonable endeavours to meet any stated delivery period or booked delivery date. In any event, time of delivery period or delivery booking shall not be of the essence of the contract and the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any third party arising directly or indirectly out of any failure to meet any estimated delivery period or date.
5.7 If the Seller is unable to complete delivery whilst the Goods are in transit for reasons beyond its control that are the responsibility of the Buyer, then the Buyer shall be liable for any wasted delivery expenses incurred by the Seller.
Risk in the Goods shall pass to the Buyer at the moment the Goods are accepted by the Buyer at the delivery address.
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods. The goods may be resold provided the proceeds of resale are paid to the Buyer to the extent necessary to discharge in full the amount due to the Seller
8.1 During delivery, the Buyer shall inspect the transit packaging for visible signs of transit damage before signing any delivery receipt document. In the event of visible signs of transit damage the Buyer must clearly mark the ‘damage’ on the delivery receipt documentation before signing it. The Buyer shall then notify the Seller within 24 hours of such report.
8.2 The Buyer must inspect the actual Goods upon receipt and shall notify the Seller within 24 hours of delivery if the Goods are damaged or defective. Goods that are defective or do not comply with any part of the Contract, must be reported to the Seller within 24 hours of delivery with appropriate pictures of any defects.
8.3 Where the Seller is requested to deliver to a central warehouse, the Seller will not accept damage claims that may have resulted from mishandling of the product by the Buyer, or once the product has been moved to a different location from the point of delivery.
8.4 Where Goods are agreed as defective, the Seller shall, in its sole discretion, replace such defective Goods free of charge within 7 days from the date of delivery, subject to the Buyer notifying the Seller in writing immediately upon the defect becoming apparent.
8.5 Any Goods to be replaced shall:
(a) If persishable, shall under no circumstances be returned but be disposed of by the Buyer at the Buyer’s expense. The Seller reserves the right, in the case of unsolicited return of perishable goods by the Buyer, to either refuse delivery, or to invoice the Buyer for any costs incurred through the Buyer’s unsolicited action.
(b) If non-perishable, be returned by the Buyer to the Seller under process agreed between the parties on a case-by-case basis. Where returned Goods are found to be damaged due to the Buyer’s fault, the Buyer shall be liable for the cost of remedying such damage.
8.6 The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid. The Seller will not be held responsible for any loss or costs caused to the customer.
The remedies contained in individual Terms and Conditions are without prejudice to other Terms and Conditions herein.
All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever are hereby excluded from the contract.
11.1 Where a court or arbitrator determines that any part of Clause 8 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer for that particular order, but only to an amount not exceeding the contracted order price.
11.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from Force Majeure events or circumstances outside its reasonable control, including but not limited to Acts of God, accidents, war, fire, breakdown of plant or machinery, strikes, lock outs, or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
The Buyer acknowledges and agrees that all copyright, trademarks and all other intellectual property rights in all the Seller’s literature and websites shall remain at all times vested in the Seller. The Buyer is permitted to use this material only as expressly authorised by the Seller. The Buyer agrees not to assist or facilitate any third party to copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content.
Access to and use of the Seller’s website(s) are subject to separate Terms and Conditions that are provided on said website(s). The Buyer agrees that use of these website services will be in accordance with the Seller’s Website Terms and Conditions of Use.
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties or deemed to construe either of the parties as the agent of the other.
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
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.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
19.1 These Terms and Conditions and any dispute or claim arising out of or in connection with them their 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.
19.2 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).
These Terms and Conditions were last updated on 21st March 2024.
