Terms and Conditions
The customer's attention is drawn in particular to the provisions of clause 11.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.3.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Products in accordance with these Conditions.
Customer: the person or firm who purchases Products from the Supplier.
Customer Nominated Products: Products that are not sourced by the Supplier but which at the request of the Customer the Supplier has agreed to purchase from the supplier thereof and supply to the Customer.
Force Majeure Event: an event or circumstance beyond a party's reasonable control.
Products: the Products (or any part of them) set out in the Order.
Listed Products: means Products which are part of the Supplier’s standard range of products which is available for purchase by all Customers and which are publicised as being for sale on the Supplier’s website and/or in their printed publications.
Nominated and Sourced Product Form: the Nominated and Sourced Product Form of the Supplier from time to time.
Order: the Customer's order for the Products, as set out in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be.
Specification: any specification for the Products that is agreed by the Customer and the Supplier.
Sourced Products: Products that have been sourced by the Supplier to fulfil a specific requirement of the Customer and which is not one of the Supplier’s Listed Products (for example, vendor branded products which are not Customer Nominated Products).
Supplier: Vegetarian Express Ltd (registered in England and Wales with company number 02793607).
- Basis of contract
- These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
- The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
- Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.
- A quotation for the Products given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
- The Products are described in the Supplier's catalogue as modified by any applicable Specification.
- The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
- The Supplier shall ensure that:
- (a) each delivery of the Products is accompanied by a delivery note that shows the date of the Order, all relevant Customer account numbers, the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered; and
- (b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
- The Supplier shall deliver the Products to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Products are ready.
- Delivery is completed on the completion of unloading of the Products at the Delivery Location.
- Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
- If the Supplier fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. The Supplier shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
- If the Customer fails to accept delivery of the Products within three Business Days of the Supplier notifying the Customer that the Products are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
- (a) delivery of the Products shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Products were ready; and
- (b) the Supplier shall store the Products until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
- The Supplier may deliver the Products by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
- The Customer must check that the quantity and specifications of Products delivered correspond with the Order and/or any Specification before signature of a delivery note.
- The Supplier warrants that, on delivery, the Products (with the exception of Customer Nominated Products and the Sourced Products in respect of which the Supplier’s complete responsibility is set out in Condition 13) shall comply with the Food Safety Act 1990 and all relevant UK legislation from time to time in force.
- Subject to clause 5.4, if:
the Supplier shall, at its option, replace the defective Products, or refund the price of the defective Products in full.
- (a) the Customer gives notice in writing to the Supplier within 24 hours of delivery that some or all of the Products do not comply with the warranty set out in clause 5.2; and
- (b) the Supplier is given a reasonable opportunity of examining such Products; and
- (c) the Customer (if asked to do so by the Supplier) returns such Products to the Supplier's place of business at the Supplier's cost,
- The Supplier shall not be liable for the Products' failure to comply with the warranty set out in clause 5.2 in any of the following events:
- (a) the Customer makes any further use of such Products after giving notice in accordance with clause 5.3;
- (b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage or use of the Products or (if there are none) good trade practice regarding the same;
- (c) the defect arises as a result of the Supplier following any Specification supplied by the Customer;
- (d) the Customer alters such Products without the written consent of the Supplier;
- (e) the Products differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
- Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Products' failure to comply with the warranty set out in clause 5.2.
- The terms implied by sections 13 to 15 of the Sale of Products Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
- These Conditions shall apply to any replacement Products supplied by the Supplier.
- Title and risk
- The risk in the Products shall pass to the Customer on completion of delivery.
- Title to the Products shall not pass to the Customer until the earlier of:
- (a) the Supplier receives payment in full (in cash or cleared funds) for the Products and any other Products that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Products shall pass at the time of payment of all such sums; and
- (b) the Customer resells the Products, in which case title to the Products shall pass to the Customer at the time specified in clause 6.4.
- Until title to the Products has passed to the Customer, the Customer shall:
- (a) store the Products separately from all other Products held by the Customer so that they remain readily identifiable as the Supplier's property;
- (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
- (c) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
- (d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 10.1 and
- (e) give the Supplier such information relating to the Products as the Supplier may require from time to time.
- Subject to clause 6.5, the Customer may resell or use the Products in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Products. However, if the Customer resells the Products before that time:
- (a) it does so as principal and not as the Supplier’s agent; and
- (b) title to the Products shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
- If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 10.1, then, without limiting any other right or remedy the Supplier may have:
- (a) the Customer's right to resell the Products or use them in the ordinary course of its business ceases immediately; and
- (b) the Supplier may at any time:
- (i) require the Customer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product; and
- (ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.
- Price and payment
- The price of the Products shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.
- The Supplier may, by giving notice to the Customer at any time up to ten Business Days before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
- (a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
- (b) any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification; or
- (c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
- The price of the Products:
- (a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
- (b) excludes the costs and charges of packaging, insurance and transport of the Products, which shall be invoiced to the Customer.
- The Supplier may invoice the Customer for the Products on or at any time after the completion of delivery.
- The Customer shall pay the invoice in full and in cleared funds within 15 days end of invoice month. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence.
- If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England'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. The Customer shall pay the interest together with the overdue amount.
- The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
- Customer Nominated Products
In the event that any of the Products to be supplied under the Contract are Customer Nominated Products, the Customer shall be required to complete a Nominated and Sourced Product Form and the following additional provisions shall apply:
- The Customer shall be responsible for agreeing directly with the suppliers of Customer Nominated Products all matters concerning Customer Nominated Products including the specification and delivery conditions. The Supplier shall have no responsibility for the selection of any supplier of Customer Nominated Products or for their performance. The Customer shall provide the Supplier with full details of all suppliers of Customer Nominated Products in order for the Supplier to fulfil its obligations under the Contract.
- The Supplier shall purchase Customer Nominated Products from suppliers at the price agreed with the suppliers by the Customer and on the basis of the Supplier’s terms and conditions of purchase from time to time in force. The Customer shall provide the Supplier with a price file for each supplier of a Customer Nominated Product showing the relevant cost. Any variation to the cost price of Customer Nominated Products will only be accepted by the Supplier on submission of an agreed price change form from the Customer and with a minimum of 14 days’ notice.
- The Supplier shall agree an on-cost charge with the Customer in respect of the stocking and delivery of the Customer Nominated Products.
- Unless otherwise agreed, the Supplier shall arrange for Customer Nominated Products to be delivered into its depots for onward delivery by the Supplier to the Customer. Upon delivery of Customer Nominated Products into its depots the Supplier shall check such Products for obvious external damage and shall reject any such Products which are clearly damaged and appropriate charges may be made to the supplier. The Supplier shall not be obliged to carry out any other checks or quality control inspections in relation to Customer Nominated Products and Customer Nominated Products are sold by the Supplier to the Customer on this basis.
- The Customer acknowledges and agrees that the inability of the Supplier to perform any part of the Contract by reason of the performance deficiencies of any or all of the suppliers of Customer Nominated Products shall not be deemed to be a material breach of the Contract by the Supplier and to the extent that it is able according to law the Customer will pursue its remedies directly against the defaulting supplier of the Customer Nominated Product. The Customer’s remedies against the Supplier in such circumstances shall in any event be limited to the remedies which the Supplier reasonably has against the defaulting supplier of the Customer Nominated Product.
- The Supplier shall not be responsible for any costs resulting from shelf life expiry, waste, discontinuance of stock or unordered stock of Customer Nominated Products. In any of these events, the Supplier may charge the Customer the full selling price of such Customer Nominated Products in addition to any disposal or return costs.
- Sourced Products
In the event that any of the Products to be supplied under the Contract are Sourced Products, the Customer shall be required to complete a Nominated and Sourced Product Form and the following additional provisions will apply:
- The Supplier shall agree with the suppliers of Sourced Products all matters concerning Sourced Products, including the specification, which shall be based on the requirements of the Customer.
- The Supplier shall purchase Sourced Products from suppliers at the cost price agreed between it and the supplier of the Sourced Products. The Supplier shall agree the selling price of the Sourced Products with the Customer and shall notify the Customer of any cost price increases imposed on it by the supplier of the Sourced Products, which shall result in an increase in the selling price to the Customer.
- The Supplier shall not be responsible for any costs resulting from shelf life expiry, waste, discontinuance of stock or unordered stock of the Sourced Products. In any of these events, the Supplier may charge the Customer the full selling price of such Sourced Products in addition to any disposal or return costs.
- Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
- (a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so;
- (b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- (c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
- (d) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
- Without limiting its other rights or remedies, the Supplier may suspend provision of the Products under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 10.1(a) to clause 10.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
- Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
- On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
- Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
- Limitation of liability
- Nothing in these Conditions shall limit or exclude the Supplier's liability for:
- (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- (b) fraud or fraudulent misrepresentation;
- (c) breach of the terms implied by section 12 of the Sale of Products Act 1979; or
- (d) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
- Subject to clause 11.1:
- (a) the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
- (b) the Supplier's total liability to the Customer 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 100% of the price of the Products.
- Force majeure
- Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event.
- Assignment and other dealings.
- (a) The Supplier 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.
- (b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
- Entire agreement.
- (a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- (b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
- Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- Waiver. 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.
- Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
- (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.6(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.
- (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms.
- Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
- Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.