Terms and Conditions
In these Terms, we refer to Crediton Milling Company Limited, a company incorporated in England and Wales with company number 00813541 whose registered office is Fordton Mill, Fordton, Crediton, Devon EX17 3DH as "we", "us" and "our" and we refer to the contracting party who places an Order and purchases Goods from us as "you”, "your” and "yourself”. The customer's attention is drawn in particular to the provisions of clause 10.
- Definitions. In this Contract, the following definitions apply:
"Business Day" a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
"Contract” the contract between us and you for the sale and purchase of the Goods in accordance with these Terms.
"Force Majeure Event" has the meaning given in clause 11.
"Goods" the goods (or any part of them) set out in the Order.
"Order" your order for the Goods.
"Terms" these terms and conditions and any labels on or with any of our Goods.
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- A reference to a party includes its personal representatives, successors or permitted assigns.
- A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
- Any phrase introduced by the Terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those Terms.
- A reference to writing or written includes faxes and e-mails.
2. Basis of contract
- This Contract applies to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- The Order constitutes an offer by you (or your authorised agent) to purchase the Goods in accordance with this Contract. You are responsible for ensuring that the terms of the Order are complete and accurate.
- The Order shall only be deemed to be accepted when we either confirm our acceptance orally or in writing or, if otherwise, we deliver the Goods to you , at which point the Contract shall come into existence.
- The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in the Contract.
- Any samples, drawings, descriptive matter, or advertising produced by us are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
- We shall deliver the Goods to the location as the parties may agree from time to time (Delivery Location).
- Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
- Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
- We warrant that on delivery, and for a period of 48 hours from the date of delivery (warranty period), the Goods shall:
- conform in all material respects with their description; and
- be of satisfactory quality within the meaning of the Sale of Goods Act 1979 but excluding minor defects with the appearance of the Goods.
- Subject to clause 4.3, if you give notice to us through electronic means or a live telephone call during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 4.1 and you (if asked) return such Goods to the our place of business at our cost, we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods.
- We shall not be liable for Goods' failure to comply with the warranty set out in clause 4.1 if:
- you make any further use of such Goods after giving notice in accordance with clause 4.2;
- the defect arises because you failed to follow our oral or written instructions as to the storage, use and consumption of the Goods (including the label);
- the defect arises as a result of us following any specification supplied by you;
- the defect arises as a result of any unreasonable act or omission taken by you including wilful damage, negligence, or abnormal storage or working conditions;
- the Goods differ from their description as a result of changes made to comply with law.
- Except as provided in this clause 4, we shall have no further liability to you in respect of the Goods' failure to comply with the warranty set out in clause 4.1.
- The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
- This Contract shall apply to any rectified or replacement Goods supplied by us.
- Goods must be handled with care.
- Save to the extent we expressly state otherwise, Goods must not be mixed with something else and we exclude all liability arising from the admixture of Goods.
- We reserve the right to amend the specification of the Goods if required by law.
6. TITLE AND RISK
- Risk in the Goods shall pass to you on delivery of the Goods.
- Title to the Goods shall not pass to you until we receive payment in full (in cash or cleared funds) for the Goods.
- If before title to Goods passes to you, you become subject to any of the events listed in clause 9.2, then, without limiting any other right or remedy we may have, we may at any time:
- require you to deliver up all Goods; and
- if you fail to do so promptly, enter any of your premises or of any third party where the relevant Goods are stored to recover them.
7. Price and payment
- The price of the Goods shall be the price set out in our price list or as otherwise agreed.
- We may increase the price for the Goods at our discretion from time to time.
- The price of the Goods is exclusive of amounts in respect of value added tax (VAT). You shall pay to us such additional amounts in respect of VAT as are chargeable.
- We may invoice you for the Goods on or at any time after the completion of delivery.
- You shall pay the invoice in full and in cleared funds within 7 calendar days of the date of the invoice or otherwise as agreed and varied by the parties from time to time. Payment shall be made to the bank account nominated in writing by us. Time of payment is of the essence.
- If you fail to make any payment due to us under the Contract by the due date for payment, then you shall pay interest on the overdue amount at the rate of 5% per annum above Barclays Bank PLC's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
- We may at any time, without limiting any other rights or remedies we may have, set off any amount owed to us by you against any amount payable by us to you.
8. Intellectual Property Infringement
- You shall indemnify us against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the recipes, formulation of Goods or any other specification provided to us by you.
9. Termination and suspension
- If you become subject to any of the events listed in clause 9.2, we may terminate the Contract with immediate effect by giving written notice to you.
- For the purposes of clause 9.1, the relevant events are if you:
- commit a material breach of any of your obligations under this Contract;
- become insolvent or are unable to pay its debts (as defined in Section 123 of the Insolvency Act 1986) or (being an individual) are the subject of a bankruptcy petition or order; or
- you (being an individual) die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation.
- On termination of the Contract for any reason you shall immediately pay to us all of our outstanding unpaid invoices and interest.
- Termination of this Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
- Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
10. Limitation of liability
- Nothing in this Contract shall limit or exclude our liability for:
- death or personal injury caused by our negligence;
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979;
- any matter in respect of which it would be unlawful for us to exclude or restrict liability.
- Subject to clause 10.1:
- we shall under no circumstances whatever be 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 contracts, any indirect or consequential loss arising under or in connection with the Contract; and
- 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, shall in no circumstances exceed 125% of the price paid for the Goods.
11. Force majeure
- Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control including the breakdown of our machinery, directly or indirectly not being able to obtain ingredients from our suppliers on the same terms or time periods as we have been before, our labour disputes, our strikes or our lock outs.
- We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
- Any notice given under this Contract shall be in writing (including email) and served by hand, prepaid recorded delivery or first class registered post or prepaid international recorded airmail to the relevant addressee at its registered office (if a company) or its principal place of business (in any other case) or such other address as a party may designate to the other in writing from time to time. Any such notice shall be deemed to have been served at the time of delivery.
- 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.
- A person who is not a party to the Contract shall not have any rights to enforce its terms.
- Except as expressly set out in this Contract, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by us.
- This Agreement shall be governed by and construed in accordance with English law and each party irrevocably submits to the exclusive jurisdiction of the English courts.