TERMS AND CONDITIONS OF SALE
THE COMPANY – In these conditions, the Company means SWEETDREAMS LIMITED.
THE CUSTOMER – In these conditions, the Customer means the person or persons who accept a quotation or proposal from the Company for the sale of the Goods, or whose order for Goods is accepted by the Company, always subject to these Terms and Conditions of Sale (“Terms”).
By acceptance of the goods supplied, by way of delivery or otherwise, the Customer agrees to these Terms. The Terms may only be varied with the prior agreement of the Company.
THE TERMS – The Company shall sell, and the Customer shall purchase from the Company, the Goods, subject to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted by the Customer, or any such order is made or purported to be made, by the Customer. The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order(s) (including any applicable specification) and for giving the Company any necessary information and support relating to the Goods within a reasonable time to enable the Company to perform its obligations under these Terms.
THE GOODS – Goods shall comprise chocolate and sugar confectionery together with such other goods delivered to the Customer by the Company from time to time. Delivery of the Goods shall be made by the Customer collecting the Goods at the Company’s premises at any time after the Company has notified the Customer that the Goods are ready for collection or, if some other place for delivery is agreed, by the Company delivering the Goods to that place. The Company reserves the right to make any changes in the specification of the Goods from time to time which are required to conform with any applicable statutory requirements or, where the Goods are to be supplied to the Company’s specification, which do not materially affect their quality or performance.
QUALITY OF GOODS – All Goods supplied by the Company will be of the substance, nature and quality described and conform materially to any regulations subsisting and relating to those specific Goods, as foodstuffs, in force at the time of delivery. On delivery, the goods are warranted to be of satisfactory quality. After a reasonable period not exceeding 5 days has elapsed following delivery, the Company cannot be held responsible for subsequent deterioration in the condition of the goods, [such is their perishable nature].
CLAIMS AND WARRANTIES – Claims for damage, shortage or pilferage must be notified to the Company and the carriers at once. Neither carriers nor the Company will accept any form of liability unless notified within [two working days]. The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse, misstorage, alteration or amendment of the Goods. Subject as expressly provided in these Terms, [and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977)], all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. Where a potentially valid claim in respect of any of the Goods is notified to the Company in accordance with these Terms (but without admission of liability), the Company may replace the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the price of the Goods in question (or a proportionate part of the price), in which case the Company shall have no further liability, actual, latent or otherwise, to the Customer.
PRICE – The price of the Goods shall be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), [the price listed in the Company’s published price list current at the date of acceptance of the order]. All prices quoted are valid for 30 days only or until earlier acceptance by the Customer, after which time they may be altered by the Company without giving notice to the Customer. The Company reserves the right, by giving written notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company, such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture or supply, any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information, support or instructions.
PAYMENT TERMS – The Customer shall pay the price of the Goods [within 30 days of the date of the Company’s invoice], unless previously otherwise agreed in writing with the Company. The time of payment of the price shall be of the essence of the Contract. Unless otherwise agreed in writing the prices quoted by the Company in respect of the goods are inclusive of delivery to the Customer. VAT will be added to all appropriate goods and services at the rate ruling at the time. If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to the Company, the Company may (at its absolute discretion):
1. cancel the Contract or suspend any further deliveries of the Goods;
2. appropriate any payment made by the Customer to such of the Goods supplied under any contract between the Customer and the Company as the Company may think fit, notwithstanding any purported appropriation by the Customer;
3. claim interest and/or compensation for reasonable debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented from time to time; and/or.
4. refuse to make any further delivery of Goods without payment in advance.
TITLE AND PROPERTY – The title and ownership of Goods shall not pass to the Customer until such time as the Customer has paid, to the Company, the whole invoiced price. Until such time the Customer shall store the Goods in such a way that they are clearly the property of the Company. Nevertheless, the Customer is entitled to sell and deliver the goods to a third party within the normal framework of the Customers business, the proceeds of such a sale being held in trust for the Company.
In the event of a non-payment by a Customer on the due date, the Company shall be entitled, in addition to all other rights, to enter the Customers premises and remove all Goods belonging to the Company. The Customer is not the agent of the Company for the purpose of any sale of the Goods. For the avoidance of doubt, it is hereby declared that neither the Customer, receiver, liquidator or trustee has any authority to sell products still under title and property of the Company when the Customer is under receivership, liquidation or process of litigation for bankruptcy or if the same is about to occur.
RISK – The risk on the goods shall pass to the Customer on delivery. Notwithstanding delivery, the accompanying passing of risk, or any other provision of these Terms, property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods.
CANCELLATION – No order which has been accepted by the Company may be cancelled by the Customer except with the prior written agreement of the Company and on terms that the Customer shall indemnify the Company and its officers, agents, employees and affiliates in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company prior to, and as a result of, such cancellation.
BRANDED NAMES AND TRADE MARKS – The brand names, trading titles and logos are registered trade marks and shall be only be used by the Customer in relation to goods supplied by the Company. The Customer indemnifies the Company against any unauthorised use by it or any third party, with its encouragement or acquiescence, from time to time.
INSOLVENCY OF CUSTOMER – If:
1. the Customer makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters administration or goes into liquidation (otherwise than for the purposes of solvent amalgamation or reconstruction), or a moratorium comes into force in respect of the Customer (within the meaning of the Insolvency Act 1986); or
2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;
3. the Customer ceases, or threatens to cease, to carry on business; or
4. the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly;
then, without limiting any other right or remedy available to the Company, the Company may cancel the Contract or suspend any further deliveries or performance under the Contract 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 agreement or arrangement to the contrary.
1. Any notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
2. The Company and the Customer agree to comply with all Data Protection Regulations in place from time to time and which may be applicable to these Terms.
3. Any and all rights granted to the Customer under this Agreement shall be exercisable solely against the Company.
4. No waiver by the Company of any breach of the Terms by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
5. If any term or provision of these Terms 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 had been agreed with the invalid, illegal or unenforceable provision eliminated.
6. The Terms shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Customer, without the prior written consent of the Company.
7. The Customer warrants and confirms that the individual(s) agreeing to these Terms on its behalf is /are fully authorised to do so, and that individual(s) from time to time who place orders on behalf of the Customer are also fully authorised, and the Customer shall indemnify the Company should this not be the case in respect of all expense and loss resulting.
8. Nothing in this Agreement shall be construed as establishing or implying any partnership or joint venture between the Company and the Customer, and nothing in this Agreement shall be deemed to construe either of the parties as the agent of the other.
9. These Terms are private to the Company and the Customer, and nothing in these Terms is intended to, nor shall it, confer any rights on a third party.
10. These Terms contains the entire agreement between the Company and the Customer relating to the subject matter and supersede any and all previous agreements, arrangements, undertakings or proposals, oral or written.
11. The Contract shall be governed by the laws of England, and the Customer agrees to submit to the exclusive jurisdiction of the English courts.