Wholesale Terms & Conditions for Premium Olive Oil Supply

1 INTERPRETATION

1.1 Definitions

1.2 Interpretation

• A person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
• A reference to a party includes its successors and permitted assigns.
• A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
• Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
• A reference to writing or written excludes fax but not email.

2 BASIS OF CONTRACT

• These Terms are deemed to include the provisions of the Groceries Supply Code of Practice, which can be found at https://www.gov.uk/government/publications/groceries-supply-code-of-practice, and apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
• The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Terms. The Customer is responsible for ensuring that the terms of the Order 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.
• The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Terms.
• 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 Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
• A quotation for the Goods 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.

3 GOODS

The Goods are described in the Supplier's catalogue.

4 DELIVERY

• The Supplier shall ensure that each delivery of the Goods is accompanied by an invoice and/or a delivery note that shows the date of the Order, any purchase order (if applicable), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered in instalments, the outstanding balance of Goods remaining to be delivered.
• The Supplier shall deliver the Goods at 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 Goods are ready.
• Delivery is completed on the completion of unloading the Goods at the Delivery Location. Confirmation of delivery by a courier, transport company or Royal Mail, or a signed invoice or delivery note where the Goods are delivered by the Supplier, shall be a valid and undisputed proof of delivery.
• 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 Goods 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 Goods.
• If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods 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 Goods.

• If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

5 QUALITY

5.1 Warranty

The Supplier warrants that on delivery, the Goods shall:

• Conform in all material respects with their description
• Be free from material defects in design, material and workmanship
• Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979)
• Be fit for any purpose held out by the Supplier

5.2 Claims Process

If the Customer discovers that Goods do not comply with the warranty, they must:

1. Give notice in writing to the Supplier within a reasonable time of discovery
2. Give the Supplier a reasonable opportunity of examining such Goods
3. Return such Goods to the Supplier's place of business at the Customer's cost (if requested)

The Supplier shall, at its option, replace the defective Goods or refund the price of the defective Goods in full.

5.3 Exclusions

The Supplier shall not be liable for the Goods' failure to comply with the warranty if:

• The Customer makes any further use of such Goods after giving notice
• The defect arises because the Customer failed to follow storage or usage instructions
• The Customer alters the Goods without written consent
• The defect arises from wilful damage, negligence or abnormal storage conditions
• The Goods differ from description due to regulatory compliance changes

6 TITLE AND RISK

Customer Obligations Until Title Passes

• Store the Goods separately so they remain readily identifiable as the Supplier's property
• Not remove, deface or obscure any identifying mark or packaging
• Maintain the Goods in satisfactory condition and keep them insured for their full price
• Notify the Supplier immediately if subject to insolvency events
• Provide information about the Goods and financial position as reasonably required

At any time before title passes, the Supplier may require delivery of all Goods not yet resold or incorporated into products, and may enter premises to recover them if necessary.

7 PRICE AND PAYMENT

• The price of the Goods shall be as set out in the Order, bespoke pricing arrangement, or the Supplier's published price list at the date of delivery.
• The Supplier may increase the price with 20 Business Days' notice to reflect cost increases due to factors beyond control, Customer-requested changes, or delays caused by the Customer.
• The price excludes VAT, which shall be payable additionally at the prevailing rate.
• The Supplier may invoice on or after Order acceptance and before delivery completion.

Late Payment Consequences

• Interest accrues daily at 8% per year above Bank of England base rate (minimum 8% if base rate below 0%)
• If payment not made within 5 Business Days of due date, Supplier may require return or collect Goods
• All amounts must be paid in full without set-off, counterclaim, deduction or withholding

8 LIMITATION OF LIABILITY

The Supplier has obtained insurance cover for individual claims not exceeding £5,000,000 per claim. The Customer is responsible for insuring any excess liability.

Unlimited Liabilities

Nothing in the Contract limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Breach of terms implied by section 12 of the Sale of Goods Act 1979
• Defective products under the Consumer Protection Act 1987

Limited Liability

Subject to unlimited liabilities above, the Supplier's total liability shall not exceed 60% of the price of Goods purchased in the 12 months prior to the claim.

Excluded Loss Types

• Loss of profits
• Loss of sales or business
• Loss of agreements or contracts
• Loss of anticipated savings
• Loss or corruption of software, data or information
• Loss of or damage to goodwill
• Indirect or consequential loss

9 TERMINATION

9.1 Immediate Termination Rights

The Supplier may terminate the Contract immediately by written notice if the Customer:

• Commits a material breach and fails to remedy within 5 Business Days of notice
• Enters administration, liquidation, or any composition with creditors
• Has a receiver appointed to any assets
• Suspends, threatens to suspend, ceases or threatens to cease business
• Experiences financial deterioration that jeopardizes Contract performance

9.2 Suspension Rights

The Supplier may suspend provision of Goods if the Customer becomes subject to insolvency events or fails to pay on the due date.

9.3 Payment Default Termination

The Supplier may terminate immediately if the Customer fails to pay any amount on the due date.

9.4 Continuing Provisions

Termination does not affect accrued rights and remedies. Provisions intended to continue after termination remain in full force.

10 FORCE MAJEURE

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in performance resulting from a Force Majeure Event. The time for performance shall be extended accordingly.

If the period of delay or non-performance continues for more than 30 days, the party not affected may terminate the Contract by giving written notice to the affected party.

11 GENERAL

11.1 Assignment and Other Dealings

• The Supplier may assign, transfer, mortgage, charge, subcontract, delegate or deal with its rights or obligations under the Contract at any time
• The Customer may not assign or transfer any rights or obligations without prior written consent from the Supplier

11.2 Entire Agreement

• The Contract constitutes the entire agreement between the parties
• Each party acknowledges it does not rely on any statement, representation, assurance or warranty not set out in the Contract
• Each party agrees it has no claim for innocent or negligent misrepresentation based on any statement in the Contract

11.3 Variation

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.4 Waiver

• A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy
• A delay or failure to exercise any right or remedy shall not waive that or any other right or remedy, nor prevent or restrict further exercise

11.5 Severance

If any provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but shall not affect the validity and enforceability of the rest of the Contract. The parties shall negotiate in good faith to agree a replacement provision.

11.6 Notices

• Any notice must be in writing and delivered by hand, pre-paid first-class post or email
• Notices to the Supplier: info@artisanoliveoilcompany.com
• Notices are deemed received:
  • If delivered by hand: at time of delivery
  • If posted: at 9.00 am on the second Business Day after posting
  • If emailed: at time of transmission (or when Business Hours resume if outside Business Hours)

11.7 Third Party Rights

The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

11.8 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.

11.9 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 the Contract or its subject matter or formation.