Terms & Conditions of Sale

Version 1: September 2026

1. Definitions and interpretation

In these Conditions, the following definitions apply:

  • “Company”, “we”, “us”, “our” means Tolbest Limited, a company registered in England and Wales under company number 02354044, whose registered office is at 8 Aston Court, Kingsland Grange, Warrington, WA1 4SG.
  • “Customer”, “you”, “your” means the business that purchases Goods from us. These Conditions apply to sales to business customers only and do not apply where the buyer is contracting as a consumer.
  • “Conditions” means these standard terms and conditions of sale, as amended from time to time.
  • “Contract” means the contract between us and you for the sale and purchase of Goods, incorporating these Conditions.
  • “Goods” means the products we agree to sell to you under the Contract.
  • “Order” means your order for the Goods, however submitted (in writing, by email, online or otherwise).
  • “Contract Price” means the price payable for the Goods as set out in our quotation or order acknowledgement.

2. Basis of contract

2.1   An Order constitutes an offer by you to purchase Goods in accordance with these Conditions. An Order is only accepted, and a binding Contract only comes into existence, when we issue a written order acknowledgement or (if earlier) when we dispatch the Goods. There is no minimum order value or quantity.

2.2  These Conditions apply to the Contract to the exclusion of any other terms the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, unless we agree otherwise in writing. Any quotation we give is not an offer and is valid for 30 days from its date only, unless withdrawn sooner.

2.3  Any samples, drawings, descriptive matter or advertising we issue, and any descriptions in our catalogues or on our website, are for general guidance only and do not form part of the Contract.

3. Goods and specification

3.1   We warrant that on delivery the Goods will correspond with their description and any specification agreed in writing between us. We may make changes to the specification of the Goods which are required to conform with applicable law or safety requirements, or which do not materially affect their quality or performance, without notice.

3.2  Where Goods are supplied with a technical data sheet, safety data sheet, or usage instructions, those form part of the basis on which the Goods are supplied and you are responsible for reading and following them, and for ensuring the Goods are suitable for your intended use before ordering.

4. Price and payment

4.1   The price for the Goods is the price set out in our quotation or order acknowledgement, or, if none is given, the price on our current price list at the date of dispatch. Prices are exclusive of VAT and delivery charges, which are payable in addition at the applicable rate.

4.2  Unless we agree different terms with you in writing, payment is due within 30 days of the date of our invoice, in full and in cleared funds, without any deduction, set-off or withholding. Time for payment is of the essence.

4.3  We may invoice for the Goods on or at any time after dispatch. For new accounts, or where we reasonably doubt your creditworthiness, we may require payment in advance or on delivery instead.

4.4  If you fail to pay any amount due under the Contract by the due date, we may (without limiting any other right or remedy): (a) charge interest on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily from the due date until paid, together with any fixed compensation and recovery costs the Act allows; (b) suspend all further deliveries under this or any other contract until payment is made; and (c) require payment in advance for any further Orders.

5. Delivery

5.1   We will confirm our estimated lead time for delivery when we acknowledge your Order. Delivery dates are estimates only; time for delivery is not of the essence, and we are not liable for any loss caused by late delivery.

5.2  We may deliver the Goods in instalments, each of which is invoiced and paid for separately. A delay or defect in one instalment does not entitle you to cancel any other instalment.

5.3  Risk in the Goods passes to you on delivery. Delivery takes place when the Goods arrive at the delivery address you provided, or (if you or your carrier collect the Goods) when they’re made available for collection at our premises. You must notify us in writing of any shortage, transit damage, or defect apparent on inspection within 5 working days of delivery, failing which the Goods are deemed accepted.

5.4  If you fail to take delivery of the Goods on the agreed date (other than for a reason outside your reasonable control, or because we’ve failed to comply with our obligations), we may store the Goods until delivery takes place and charge you for reasonable storage and insurance costs, and risk passes to you from the date delivery was attempted.

6. Title and retention of title

6.1   Ownership (title) in the Goods does not pass to you until we have received payment in full, in cleared funds, for the Goods and all other sums you owe us. Until title passes:

  • You hold the Goods as our bailee and must store them separately from your own goods and those of any third party, in a manner that keeps them clearly identifiable as our property.
  • You must not pledge, charge or otherwise encumber the Goods, but you may resell or use the Goods in the ordinary course of your business before title passes, provided that any resale is on your own account and any proceeds are held on trust for us.
  • We may, at any time, require you to deliver up the Goods, and if you fail to do so, may enter any premises where the Goods are stored (or reasonably believed to be) to recover them, without liability for doing so.
  • Your right to possession of the Goods ends immediately if you become insolvent, enter administration, liquidation or receivership, or otherwise suffer an insolvency event, or if we reasonably believe any of these is about to happen and notify you accordingly.

7. Inspection, defects and returns

7.1   You must inspect the Goods on delivery. Subject to clause 5, if the Goods are found to be defective, not as described, or damaged in transit, and you notify us within the period stated in clause 5, we will, at our option, repair or replace the Goods or refund the price paid for the affected Goods.

7.2  We are not liable for a Goods’ failure to conform with clause 3 if: you make any further use of the Goods after notifying us of a defect; the defect arises because you failed to follow our (or the manufacturer’s) instructions on storage, handling, mixing, application or use; the defect arises from fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or you alter or repair the Goods without our written consent.

7.3  Except as set out in this clause 7, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

8. Liability

8.1   Nothing in these Conditions limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title), or for any other liability which cannot lawfully be limited or excluded.

8.2  Subject to the paragraph above, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of business, loss of anticipated savings, or any indirect or consequential loss arising under or in connection with the Contract.

8.3  Subject to the first paragraph of this clause 8, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the Contract Price paid for the Goods giving rise to the claim.

8.4  This clause 8 survives termination of the Contract.

9. Force majeure

9.1   We are not liable for any failure or delay in performing our obligations under the Contract caused by events beyond our reasonable control, including (without limitation) acts of God, fire, flood, war, civil unrest, strikes or industrial action (whether or not involving our workforce), shortage of raw materials, failure of suppliers or subcontractors, or failure of transport networks or utilities. If such an event continues for more than 60 days, either party may terminate the Contract by written notice.

10. Cancellation and termination

10.1  You may not cancel an Order once we have acknowledged it, except with our written agreement. Where we agree to a cancellation, we will assess on a case-by-case basis whether a cancellation fee applies, reflecting our actual costs, expenses and loss of profit resulting from the cancellation at that point — for example, where the Goods have already been manufactured, specially procured, or dispatched — and will agree this with you before the cancellation takes effect.

10.2  We may terminate the Contract, or suspend further deliveries, with immediate effect by written notice if you fail to pay any sum due under the Contract, commit a material breach of the Contract which you fail to remedy within 14 days of being asked to do so, or suffer an insolvency event as described in clause 6.

11. Product use, handling and compliance

11.1  You are responsible for ensuring that your use, storage, handling, transport and (where applicable) resale or supply of the Goods complies with all applicable laws, regulations and codes of practice, and with any safety data sheet, technical data sheet or instructions we provide.

11.2  Where the Goods are, or are intended for use alongside, regulated products (such as plant protection products or other agrochemicals), you are responsible for ensuring your own end use complies with the relevant product authorisations and regulatory requirements, and we accept no liability for losses arising from use of the Goods other than in accordance with our instructions.

12. Confidentiality

12.1  Each party must keep confidential any information of a confidential nature disclosed to it by the other party in connection with the Contract, and must not use or disclose that information except as necessary to perform the Contract or as required by law.

13. General

13.1  Assignment: You may not assign, transfer, or subcontract any of your rights or obligations under the Contract without our prior written consent. We may assign or transfer the Contract, or any of our rights under it, to any other party at any time.

13.2  Notices: Any notice given under the Contract must be in writing and sent to the other party’s registered office (or, in our case, to hello@tolbest.co.uk) by pre-paid post or email, and is deemed received 48 hours after posting (if sent by post) or when sent (if sent by email, provided no delivery failure notice is received).

13.3  Third party rights: No one other than a party to the Contract has any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

13.4  Severability: If any provision of these Conditions is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.

13.5  Waiver: No failure or delay by either party in exercising any right under the Contract operates as a waiver of that right, nor does any single or partial exercise of a right preclude any further exercise of it.

13.6  Entire agreement: The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, understandings and arrangements between them, whether written or oral, relating to that subject matter.

14. Governing law and jurisdiction

14.1  The Contract, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by and construed in accordance with the law of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

15. How to contact us

Questions about an Order or these Conditions can be sent to:

‍