Application and entire agreement
- These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you or Customer) from Wholesale Flavours Ltd a company registered in England and Wales under number 11947987 whose registered office is at 72b Liverpool Road, Crosby, Liverpool, L23 5SJ (we or us or Supplier).
- These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or make payment for the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
- These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
6. Words imparting the singular number include the plural and vice-versa.
7. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
8. We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
9. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.
10. If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to payment.
11. Any increase in the Price under the clause above will only take place after we have told you about it.
12. You may be entitled to discounts. Any and all discounts will be at our discretion.
13. The Price is inclusive of fees for packaging and transportation / delivery.
14. The Price for customers within the United Kingdom is inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
15. The Price for customers outside the United Kingdom is exclusive of VAT and any other taxes or duties that may be levied by upon importation by authorities in the Customer’s country, or by couriers on their behalf.
16. If the Customer does not pay any duties and taxes levied on an international order, the Goods will be returned to us and We will be charged by the courier. In these circumstances we will refund the Customer the Price of the order less all costs incurred by us, including shipping and any taxes and duties.
Cancellation and alteration
17. Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
18. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 7 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
19. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.
20. Payment must be made before Goods are dispatched.
21. All payments must be made in British Pounds unless otherwise agreed in writing between us.
22. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
23. We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing.
24. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.
25. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
a) store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or
b) make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
c) after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
26. If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
27. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
28. We can deliver the Goods by installments, which will be invoiced and paid for separately. Each installment is a separate contract. Any delay in delivery or defect in an installment will not entitle you to cancel any other installment.
Inspection and acceptance of Goods
29. You must inspect the Goods on delivery or collection.
30. If you identify any damages or shortages, you must inform us in writing within 2 days of delivery, providing details.
31. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
32. Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
33. We will be under no liability or further obligation in relation to the Goods if:
a) if you fail to provide notice as set above; and/or
b) you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
c) the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
d) the defect arises from normal wear and tear of the Goods; and/or
e) the defect arises from misuse or alteration of the Goods, negligence, willful damage or any other act by you, your employees, or agents or any third parties.
34. You bear the risk and cost of returning the Goods.
35. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 2 days after delivery.
Risk and title
36. The risk in the Goods will pass to you on completion of delivery.
Limitation of liability
37. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this section.
38. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
39. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
40. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
41. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
a) any indirect, special or consequential loss, damage, costs, or expenses; and/or
b) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
d) any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
e) any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
42. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
43. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
44. Notices will be deemed to have been duly given:
a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c) on the fifth business day following mailing, if mailed by national ordinary mail; or
d) on the tenth business day following mailing, if mailed by airmail.
45. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
46. When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer.
47. The parties agree that where such processing of personal data takes place, the Buyer shall be ‘data controller’ and the Seller shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
48. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
49. The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods as mentioned in these terms and conditions or as requested by and agreed with the Buyer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
50. The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict “need-to-know” basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
51. The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller’s approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can e-mail: firstname.lastname@example.org.
Circumstances beyond the control of either party
52. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
53. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
54. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
55. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.