Standard Terms & Conditions for Sale of Goods
In these terms and conditions the following words and expressions shall have the following meanings:
"Buyer" means the organisation or person who buys Goods
“Contract” means any contract between the Seller and the Buyer to buy and sell Goods which shall be deemed to incorporate these terms and conditions of sale;
"Goods" means the products to be supplied to the Buyer by the Seller;
“Order” means a request from the Buyer to the Seller for the supply of Goods made using a form whether offline or online agreed by both parties;
"Seller" means Honest Eats & Drinks Limited, with company registration number 08671497 whose registered office is at 29a High Street, West Wickham, Kent, England, BR4 0LP.
These Terms and Conditions shall apply to sales 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 by the Seller in writing.
Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
Registration and Accounts
All trade customers are required to register via the Seller’s website at www.honesteats.co.uk/trade and to apply for a trade account or complete a form supplied directly by a representative of the Seller.
The Seller may agree to open a trade account for the Buyer at its absolute discretion.
The Seller reserves the right to seek trade and other references from time to time about the Buyer.
Price and Payment
The price shall be that stated in the Seller’s price list unless the Seller has quoted a specific price to the Buyer or a price has been otherwise agreed between the Seller and the Buyer. The price is exclusive of VAT.
Credit terms may be offered following a period of trading of no less than six months subject to satisfactory credit vetting of the Buyer by the Seller. The offer of credit will be at the sole discretion of the Seller.
Where credit is offered payment of the price and VAT and any other applicable costs shall be due of all goods invoiced.
The Buyer shall be obliged to pay all VAT and other rates, duties and taxes that may be applicable to the sale of the Goods in addition to the price. The payment obligations and rights as set out in this clause shall apply to such sums.
If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
take further steps to recover payment in accordance with UK legislation;
remove all stock and any equipment immediately.
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.
Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on, or as close as possible to the date required by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
If the Seller is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer may be liable for any expense associated with such storage.
Upon receipt of the Goods, the Buyer shall immediately and before signing the Delivery Note, examine the Goods for any apparent defects or shortages.
Any damages, shortages, over deliveries and duplicated orders should be reported to the Seller within 24 hours of signed receipt to enable replacement or refund.
Late delivery of the Goods shall not entitle the Buyer to refuse to take delivery, terminate the contract or withhold payment in full or in part of the amount due under the contract.
Risk in the Goods shall pass to the Buyer upon receipt of the goods. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
Return of Unused Goods
All goods are sold on a firm sale basis, i.e. the Seller will not take back any goods not required or sold by the Buyer, unless otherwise agreed, in which case the following terms apply:
Any returns must be authorised by a representative of the Seller before any credit will be given.
Where the Seller agrees to accept the return of goods that are not damaged the Buyer will be responsible for the cost of carriage and will ensure that they are carefully packaged to avoid any damage in transit. The Seller will not be obliged to accept any goods that are damaged in any way. The Seller will only accept returns that appear in the Seller’s current Trade Catalogue.
Credit of amounts due or paid for will only be given for goods that are in saleable condition.
Warranties and Liability
The Seller warrants that on delivery, 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).
The Seller shall not be liable for any loss or damage suffered by the Buyer in excess of the contract price.
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.
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery 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.
Relationship of Parties
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be 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.
The Seller shall be entitled to assign or sub-contract the whole or part of the Seller’s obligations under any contract between the parties without the Buyer’s prior consent.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
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.
Any dispute or claim arising under the contract between the parties entered into under these Terms and Conditions or concerning the rights or liabilities of any party to such a contract shall be referred to a single arbitrator to be agreed by the parties. Should it not be possible for the parties to agree to appoint an arbitrator within 14 days of either party notifying the other that a dispute or claim should be arbitrated, either party may request the President of the Chartered Institute of Arbitrators to make such an appointment. The decision of such an arbitrator shall be final and binding on the parties.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.