COMMERCIAL TERMS AND CONDITIONS
This agreement applies as between the Purchaser and Impact Foods. The Purchaser’s agreement to comply with and be bound by these Terms and Conditions is deemed to occur upon issue of the Terms by the Seller to the Purchaser.
1. Definitions and Interpretation
In this Agreement the following terms shall have the following meanings:
means any third party responsible for transporting purchased Goods from our Premises to customers;
Means the contract between the Seller and the Purchaser for the supply of Goods in accordance with these conditions
means any products that Impact Foods advertises and / or makes available for sale through this Website;
means the Seller’s place(s) of business;
means a request to return a product after the discovery of safety issues or product defects that might endanger the consumer or put the Purchaser at risk of legal action;
means any person or business that buys Goods from Impact Foods;
means Impact Foods, registered at Macmillan Woods Suite, International House, Cray Avenue, Orpington, Kent BR5 3RS United Kingdom Our VAT number is GB200259948;
the specification provided to the Purchaser for the Goods including any relevant drawings;
2. Business Customers
2.1 These Terms and Conditions apply to off line business customers only and do not apply to online transactions.
3. Intellectual Property
3.1 Any document or other material and any data or other information provided by the Purchaser to the Seller shall belong to the Purchaser;
3.2 Any document or other material and any data or other information provided by the Seller to the Purchaser shall, unless otherwise agreed in writing between the Purchaser and the Seller, belong to the Seller, subject only to a licence in favour of the Purchaser to use the Seller intellectual property rights required for the purposes of receiving the Goods
4. Orders and Payment
4.1 Where the Purchaser purchases Goods using a credit account orders will be accepted subject to the satisfactory credit status of the Purchaser and the Seller reserves the right to terminate the Contract in the event of the credit status of the Purchaser, ceasing to be satisfactory to the Seller.
4.2 By placing an order, the Purchaser warrants that it is, or its representative/employee are legally capable of entering into binding contracts;.
4.3 In the event that payment is not required at the point of sale payment shall be made to the Seller 30 days from date of dispatch of the Goods in full unless otherwise agreed and confirmed in writing by the Seller. Time for payment shall be of the essence. No payment shall be deemed to have been received until the Seller has received cleared funds. The Purchaser shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless it has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Purchaser. If the Purchaser fails to pay the Seller any sum due the Purchaser will be liable to pay the Seller interest on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of Natwest bank, accruing on a daily basis until payment is made, whether before or after any judgment. The Seller reserves the right to suspend any further deliveries, and cancel any orders from the Purchaser in the event that any monies under any contract between the Seller and the Purchaser are outstanding.
4.4 The Purchaser agrees that in the event that any cheque, or other negotiable instrument is dishonoured or returned to the Seller’s bank unpaid for any reason, the Seller shall be entitled to invoice the Purchaser for all reasonable sums due including costs relating to bank charges incurred and the cost of any related administrative activities. In the event that monies owed remain unpaid for the period agreed in the invoice, the Seller shall be entitled to charge interest at the rate of 3% per annum above the base lending rate from time to time of Natwest Bank.
4.5 The risk in the Goods shall remain with the Seller until they come into the Purchaser’s physical possession when the risk shall transfer to the Purchaser.
4.6 The Purchaser’s order constitutes a contractual offer that the Seller may, at its sole discretion, accept. The Seller’s acceptance is indicated by it sending to the Purchaser an email with an order confirmation. Only once the Seller has sent the order confirmation will there be a binding contract between the Seller and the Purchaser. Such acceptance and creation of a binding contract occurs on the Seller’s sending of the e mail with the order confirmation whether or not that e mail is opened and read by the Purchaser.
4.7 No variation of these terms shall be binding unless agreed in writing by a director of Impact Foods. Its employees or agents are not authorised to make any representations concerning the Goods. In entering into a Contract, the Purchaser acknowledges that the Purchaser does not rely on any such representations, but nothing in these terms affects the liability of either party for fraudulent misrepresentation.
4.8 The Contract will relate only to those Goods invoiced. The Seller will not be obliged to supply any other Goods which may have been part of the Purchaser’s order until the dispatch of such Goods has been invoiced separately.
4.9 The Purchaser must ensure that the terms of the Purchaser’s order and any applicable Specification are complete and accurate.
4.10 The Goods will be supplied to the Specification described. In the event of alteration to the weight or the packing specification, orders will be delivered and invoiced accordingly.
4.11 Any quotation for goods does not constitute an offer and is given on the basis that no contract will come into existence until the Seller issues an invoice to the Purchaser. Any quotation is valid until the end of the day of trading on the day of offer unless otherwise stated, provided that the Seller has not previously withdrawn it.
4.12 All drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the goods described in them. They will not form part of this Contract.
5. Delivery 5.1 Subject to clause 5.2, all Goods purchased by the Purchaser will be delivered to the Purchaser’s place of business (Delivery Point). Time of delivery is not of the essence and, if no dates are specified for delivery, Goods will be delivered within a reasonable time. 5.2 The Purchaser will provide, at its own expense, at the Delivery Point adequate and appropriate equipment and manual labour for unloading the Goods.
5.5 The Seller shall not be liable for delay in delivery due to circumstances beyond its reasonable control. In the event of any such delay the date for delivery shall automatically be extended and the Seller will not be liable for any direct, indirect or consequential loss (including losses, loss of profit, or liabilities under or in relation to any other contract, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of Goods or failure to deliver the Goods provided that such delay shall entitle the Purchaser to rescind or terminate the Contract if such delay exceeds 180 days. For the purpose of this condition the term “loss” includes a partial loss or reduction in value as well as complete or total loss.
5.6 If for any reason the Purchaser will not accept delivery of any of the Goods when it is ready for delivery, or the Seller’s are unable to deliver the Goods on time because the Purchaser have not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods will pass to the Purchaser (including for loss or damage caused by the Seller’s negligence);
(b) the Goods will be deemed to have been delivered; and
(c) the Seller may store the Goods until delivery whereupon the Purchaser will be liable for all related costs and expenses (including without limitation storage and insurance).
5.7 Each delivery of the Goods by the Seller to the Purchaser shall be a separate Contract except when the Contract is specifically for delivery by instalments and the Purchaser shall not be entitled to withhold any payment due under one Contract against any claim under any other Contract and failure to deliver or defect in one or more instalment shall not entitle the Purchaser to reject the other instalments.
5.8 If the Goods or any part thereof supplied under the Contract are processed or altered in any way by the Purchaser or the receiver of the Goods or any other person, the quality of the Goods shall be deemed acceptable to the Purchaser. All the Purchaser’s quality control checks are to be completed on the entire load prior to use in production.
5.9 The quantity of any consignment of Goods as recorded by the Seller upon despatch from its place of business shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary.
5.10 The Seller shall not be liable for any non-delivery of Goods (even if caused by its negligence) unless written notice is given to the Seller within 7 days of the date when the Goods would in the ordinary course of events have been received.
5.11 Any of the Seller’s liability for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Goods.
5.12 Ownership of the Goods shall not pass to the Purchaser until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Seller from the Purchaser.
5.13 Until ownership of the Goods has passed to the Purchaser in accordance with
clause 5.12, the Purchaser must:
(a) hold the Goods on a fiduciary basis as the Seller’s bailee;
(b) store the Goods (at no cost to the Seller) separately from all other goods of the Purchaser or any third party in such a way that they remain readily identifiable as the Seller’s property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) maintain the Goods in satisfactory condition insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller.
(e) on request the Purchaser shall produce the policy of insurance to the Seller; and hold the proceeds of the insurance on trust for the Seller and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
5.14 The Purchaser may resell the Goods before ownership has passed to it solely on condition that any sale shall be effected in the ordinary course of the Purchaser’s business at full market value and any such sale shall be a sale of the Seller’s property on the Purchaser’s own behalf and the Purchaser shall deal as principal when making such a sale.
5.15 The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from it to the Purchaser.
6. Returns Policy
Impact Foods aims to always provide high quality Goods that are fault free and undamaged. On occasion however, Goods may need to be returned. Returns are governed by these Terms and Conditions. The Purchaser’s particular attention is drawn to the Seller’s limitations of liability in respect to the Purchaser’s storage, use of the product and the Seller’s non-responsibility for any Product Recall.
6.1 Subject to clauses 8.1, 8.2 and 8.3, if any of the Goods contain an alleged defect or are claimed to be of unsatisfactory quality, The Seller shall at its option replace such Goods (or the defective part) upon its receipt of the returned Goods or refund the price of such Goods at the pro rata contract rate provided that, if The Seller so requests, the Purchaser shall, at the Purchaser’s expense, return the Goods or the part of such Goods which is defective to the Seller. Once the price has been refunded or the Goods returned, The Seller shall have no further liability to the Purchaser in respect to such Goods.
6.2 Goods that have been dispatched to the Purchaser, opened and mixed with other products by the Purchaser, or used by the Purchaser in any production process, cannot be returned or refunded.
6.3 Goods must be returned in their original condition with all packaging and documentation. Refunds will be issued within 30 calendar days after receipt of the returned Goods and will include standard delivery charges. The Seller regrets that additional costs such as express delivery and gift-wrapping cannot be refunded.
6.4 If the Purchaser receives Goods which do not match those that the Purchaser ordered, the Purchaser must contact the Seller within 14 calendar days to notify the Seller of any alleged defect. Failure to contact the Seller and explain the problem with the quality of the Goods will mean that The Seller cannot be responsible for any return or refund.
6.5 If Goods are damaged in transit and the damage is apparent on delivery, the Purchaser should sign any applicable delivery note to the effect that the Goods have been damaged. To return the damaged Goods, please contact the Seller within 7 calendar days to arrange collection and return. Replacements will be issued upon the Seller’s receipt of the returned Goods. Refunds will be issued no later than 30 calendar days after receipt of the returned Goods and will include standard delivery charges. The Seller’s regret that additional costs such as express delivery and gift-wrapping cannot be refunded.
7. Changes to the Service and these Terms and Conditions
The Seller reserves the right to change these Terms and Conditions at any time. The Purchaser will be bound by any changes to the Terms and Conditions from the first time the Purchaser orders further Goods following the changes. If The Seller is required to make any changes to these Terms and Conditions pertaining to the sale of Goods by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by the Purchaser in the future.
8. Limitation of Liability
8.1 The Seller shall not be liable for a breach of any defect in the Goods or if they are deemed to be of unsatisfactory quality unless:
a) for defects such as, but not limited to spillages, shortages, or infestations, which are obvious on delivery without the need for inspection, the Purchaser gives written notice of the defect to the Seller, and (if the defect is as a result of damage in transit) to the Carrier, within 7 working days from delivery; and
b) The Seller is given a reasonable opportunity after receiving the notice of examining such Goods and the Purchaser (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Purchaser’s cost for the examination to take place there.
8.2 The Seller shall not be liable in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, for :
(a) any costs, expenses, or
(b) any loss of profit, business, contracts, revenues or anticipated savings, or
(c) for any special, indirect or consequential damage of any nature whatsoever relating to any defect in the Goods or if they are deemed to be of unsatisfactory quality if:
a) the Purchaser make any further use of such Goods after delivery; or
b) the Goods have been mixed in with other products, or used by the Purchaser in any production process; or
(c) any alleged fault with the Goods is due to the Purchaser’s use of the Goods in a way that is contrary to their intended or proper use; or
(d) the defect arises because the Purchaser failed to follow the Seller’s oral or written instructions set out in the Specification supplied as to the storage or use of the Goods; or
(e) the Purchaser alter such Goods without the Seller’s written consent.
8.3 The Seller shall have no liability in any way whatsoever for:
(a) any costs, expenses, or
(b) any loss of profit, business, contracts, revenues or anticipated savings, or
(c) for any special, indirect or consequential damage of any nature whatsoever arising from any Product Recall.
8.4 In the event of a dispute arising about the quality of the Goods, The Seller will appoint an independent expert to determine whether the Goods are defective or of unsatisfactory quality or fit for purpose; such expert’s decision will bind the parties and the cost of the expert shall be borne by the party against whom the expert’s decision is made.
8.5 Any non heat treated products (not steam sterilised/untreated/natural) supplied, cannot be guaranteed to be free from harmful pathogens. It is the Purchaser’s responsibility to check the suitability of any non heat treated product supplied (not steam sterilised/untreated/natural), to ensure it is fit for intended use. Our specifications on non heat treated products, indicate levels to which it will release goods for sale, but the Seller does not offer a guarantee on any micro levels. If the Purchaser is unsure of the suitability of a non heat treated product, please consult the Seller prior to buying the Goods.
The Seller cannot guarantee and therefore be held liable for any loss, that the Goods will not at a later date, be subject to infestation, unless specifically vacuum treated or heat treated. Even after treatments, treated goods can be subject to re-infestation if incorrectly stored. Untreated seeds, herbs and spices in any form, treated with approved chemical fumigants, are still susceptible to possible infestation, as insect eggs are not destroyed by current chemical fumigants
8.7 To the maximum extent permitted by law, The Seller accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website Goods sold or any information contained therein. The Purchaser should be aware that the Purchaser uses the Website and its Content at the Purchaser’s own risk.
8.8 Nothing in these Terms and Conditions excludes or restricts the Seller’s liability for death or personal injury resulting from any negligence or fraud on the part of the Seller.
8.9 the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or non-performance or late performance or contemplated performance of the Contract shall be limited to the price of the Goods ordered in the Contract plus 20%
8.10 In the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining Terms and Conditions. This term shall apply only within jurisdictions where a particular term is illegal.
The Purchaser’s right to possession of the Goods shall terminate immediately if:
9.1 the Purchaser makes an arrangement or composition with its creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Purchaser or for the granting of an administration order in respect of the Purchaser, or any proceedings are commenced relating to the insolvency or possible insolvency of the Purchaser; or
9.2 the Purchaser suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe/perform any of its obligations under the Contract or any other contract between the Seller and the Purchaser, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Purchaser ceases to trade; or
9.3 the Purchaser encumbers or in any way charges any of the Goods.
9.4 the Purchaser grants the Seller, its agents and employees an irrevocable licence at any time to enter the premises where the Goods are being or may be stored in order to inspect them, or, where the Purchaser’s right to possession has terminated, to recover them.
10. No Waiver In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.
11.1 The Purchaser shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.
11.2 The Seller may assign the Contract or any part of it to any person, firm or company
12. Previous Terms and Conditions
In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.
13. Third Party Rights
Nothing in these Terms and Conditions shall confer any rights upon any third party. The agreement created by these Terms and Conditions is between the Purchaser and Impact Foods.
15. Law and Jurisdiction
These Terms and Conditions and the relationship between the Purchaser and Impact Foods shall be governed by and construed in accordance with the Law of England and Wales and Impact Foods and the Purchaser agree to submit to the exclusive jurisdiction of the Courts of England and Wales.