These Terms and Conditions (updated December 2016) apply to the contract for the supply of goods sold by Creed Foodservice Limited, a company registered in England and Wales with company number 01065559 and whose registered office is at Midpoint, Staverton Technology Park, Cheltenham Road, Staverton, Gloucestershire GL51 6TQ (“We,” “us”, “our”, “Creed”), to the exclusion of any other terms that the customer (“you”, “your”) seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.1. The Order constitutes an offer by you to purchase the Goods from us in accordance with these Terms and Conditions.
1.2. Orders are accepted subject to availability of the Goods from the manufacturer or importer.
1.3. The Order shall be deemed accepted on our doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.
2.1. Our standard minimum delivery value is £150 excluding VAT. We reserve the right not to deliver an Order which is valued at less than £150 and an additional charge may be levied on Orders delivered which are less this amount.
2.2. We shall ensure that:
a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
2.3. We shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after we notify you that the Goods are ready.
2.4. Delivery of the Goods shall be completed on the unloading the Goods at the Delivery Location or the Goods being placed in your possession and control.
2.5. The number of packages delivered should be checked by you in the presence of the driver. Claims for shortages, loss, damages or short deliveries should be made at the time of delivery but, in any event, claims must be made to our registered office within 24 hours of delivery for investigation.
2.6. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by an event outside our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
2.7. We only deliver to locations within England and Wales, unless agreed in advance by a director.
2.8. Roll cages, pallets and tote boxes remain our property at all times and you shall make any such packaging materials available for collection at such times as we shall reasonably request. We reserve the right to charge for any items left at your premises at your request which are not returned on demand or are lost by you.
Food products as defined under the Food Labelling Regulations with a life from manufacture of twelve months or less must show a “best-before” or a “use-by” date. We endeavour to ensure that all dated stock has an optimum remaining life when we sell to you. You are advised to check the durability dates upon receipt and any returned products relating to date coding are accepted solely at our discretion.
Risk and Title
4.1. The risk in the Goods shall pass to you on completion of delivery.
4.2. Title (ownership) to the Goods shall not pass to you until we receive payment in full (in cash or cleared funds) for the Goods and all delivery charges.
4.3. Until title to the Goods has passed to you, you shall:
a) store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
d) notify us immediately if you become subject to any insolvency event; and
e) give us such information relating to the Goods as we may require from time to time.
4.4. If before title to the Goods passes to you, you become subject to any insolvency event, then, without limiting any other right or remedy we may have:
a) your right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
b) we may at any time:
require you to deliver up all Goods in your possession that have not been resold, or irrevocably incorporated into another product; and if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
Price and Payment
5.1. All items from our current price list are offered subject to availability. Unless otherwise agreed, prices are fixed on the day of delivery, not when the goods are ordered. VAT will be charged at the appropriate rate on Goods where applicable, for which you will be additionally liable to pay.
5.2. We may invoice you for the Goods on or at any time after the completion of delivery.
5.3. Our standard payment terms are weekly by direct debit. Payment shall be made to the bank account nominated in writing by us and time of payment is of the essence. Alternative or extended payment terms may be agreed by us in writing. We offer accounts at our discretion and we reserve the right to decline credit based on credit reference agency data or trading knowledge.
5.4. “Cash on Delivery” accounts must be settled by either cash or cheque upon completion of delivery. If payment is not available on delivery, it is our discretion whether the Goods will be left with you or if they will be removed until the account is settled.
5.5. All credit accounts must be settled within the terms agreed. In the event of an account being in arrears, we reserve the right to withhold further deliveries of the Goods and pursue the full account debt, whether due or not. Should any payment be refused or returned by the bank we reserve the right to pass any bank charges back to you. Further, we reserve the right to charge late payment interest at the statutory rates on all overdue balances.
5.6. Any agreement relating to settlement discounts or rebates payable must be agreed in writing by a named Director of the company. Representations made by other employees will not be treated as firm agreements until counter-signed by a Director. Payments to you under rebate agreements will only be made as long as the specific clauses shown on the agreement have been met. These clauses will relate to prompt payment, minimum deliveries and volume of deliveries. Settlement discounts may only be taken by you when payment is made to agreed terms.
6.1. We warrant that all Goods we offer for sale are of the nature, substance and quality described and comply with all statutory requirements from time to time in force relating to the sale of food.
6.2. Subject to clause 6.1, if:
a) you give us notice in writing within 24 hours of completion of delivery that some or all of the Goods do not comply with the warranty set out in clause 6.1, and
b) we are given a reasonable opportunity of examining such Goods; and
c) you (if we ask you to do so) return such Goods to our place of business at your cost, we shall, at our option, replace the defective Goods, or refund the price of the defective Goods in full.
6.3. We shall not be liable for the Goods’ failure to comply with the warranty set out in clause 6.1 if:
a) you make any further use of such Goods after giving a notice in accordance with clause 6.2 (a); or
b) the defect arises because you failed to follow our oral or written instructions as to the storage of the Goods or (if there are none) good practice.
6.4. Except as provided in this clause 6, we shall have no liability to you in respect of the Goods’ failure to comply with clause 6.1.
6.5. The terms of these Terms and Conditions shall apply to any replacement Goods supplied by the Supplier under clause 6.2.
7.1. If you are the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) you shall immediately notify us in writing enclosing a copy of the Recall Notice.
7.2. Unless required by law, you may not undertake any recall or withdrawal without our written permission and only then in strict compliance with our instructions about the process of implementing the withdrawal.
We may suspend further supply or delivery, stop any Goods in transit or terminate our contract by notice in writing to you if you are in breach of an obligation under these Terms and Conditions or you become unable to pay your debts when they fall due or proceedings are commenced by or against you alleging bankruptcy or insolvency. Upon termination, any payments you owe to us (even if they are not yet due for payment) will be immediately due and payable and we shall be under no further obligation to supply Goods to you.
Limitation of Liability
9.1. Every effort has been made to ensure the accuracy of the contents of product lists, but occasionally errors may occur. Any information which we do supply, we will provide to the best of our ability, but we do not warrant against the possibility of human error and machine errors and cannot accept any responsibility for any errors or omissions or for the results obtained. Should specific characteristics of our products be of particular importance to you, please call 01452 857 555 for full details.
9.2. We do not accept liability for any failure to perform or delay in performance caused by events outside of our reasonable control (including, but not limited to, strikes, trade disputes, accident, breakdowns, shortages affecting us or our usual sources of supply or means of delivery of the product).
9.3. Nothing in this agreement excludes or limits our liability for personal injury or death arising from our negligence, fraud or fraudulent misrepresentation, any breach of the terms implied by section 12 of the Sale of Goods Act 1979, or defective products under the Consumer Protection Act 1987, and for all other matters for which it is unlawful for us to limit or exclude our liability under English law.
9.4. Subject to clause 9.3,
a) we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
loss of profit;
loss of goodwill;
iii. loss of business or business opportunity; or
any indirect or consequential loss arising under or in connection with the Contract; and
b) our total liability to you in respect of all other losses arising under or in connection with this contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the purchase price of the Goods.
10.1. Please note that calls into the business may be recorded and/or listened to by one of our managers to assist with ongoing training and development of our staff with the aim of giving you the best possible service.
10.2. We use credit reference agencies to assess your request for a trading account. Information which we acquire about you from these agencies, and during the course of our trading relationship, will be used for internal marketing purposes and may be disclosed to other carefully vetted companies to assist us with this. On occasions we may be required by law to disclose information to government departments. You consent to us processing your personal information in this way.
11.1. Assignment and subcontracting.
a) We may at any time assign, transfer, charge, subcontract or deal in any other manner with any or all of our rights or obligations.
b) You may not assign, transfer, charge, subcontract or deal in any other manner with any or all of your rights or obligations without our prior written consent.
a) Any notice or other communication given to a party under or in connection 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, or sent by pre-paid first class post, recorded delivery, commercial courier or fax.
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 11.2(a); if sent by pre-paid first class post or recorded delivery, 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 fax, 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.
a) If any court or competent authority finds that any provision of these Terms and Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Conditions shall not be affected.
b) If any invalid, unenforceable or illegal provision of these Terms and Conditions would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11.4. Entire agreement.
a) These Terms and Conditions (together with any documents referred to in it) constitutes the entire agreement between us and you supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between us and you, whether written or oral, relating to their subject matter.
b) Each party acknowledges that in entering into this agreement (and any documents referred to in it), it does not rely on, and 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 or those documents. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any representation, warranty or other statement in this agreement.
11.5. Variation. Except as set out in these Terms and Conditions, any variation to these Terms and Conditions, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by us.
11.6. Governing law and jurisdiction. The Terms and Conditions, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Website agreement between user and Creed Foodservice
The Creed Foodservice Web Site is comprised of various Web pages operated by Creed Foodservice.
The Creed Foodservice Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Creed Foodservice Web Site constitutes your agreement to all such terms, conditions, and notices.
Creed Foodservice reserves the right to change the terms, conditions, and notices under which the Creed Foodservice Web Site is offered, including but not limited to the charges associated with the use of the Creed Foodservice Web Site.
Links to third party sites
The Creed Foodservice Web Site may contain links to other Web Sites (“Linked Sites”). The Linked Sites are not under the control of Creed Foodservice and Creed Foodservice is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Creed Foodservice is not responsible for webcasting or any other form of transmission received from any Linked Site. Creed Foodservice is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Creed Foodservice of the site or any association with its operators.
No Unlawful or prohibited use
As a condition of your use of the Creed Foodservice Web Site, you warrant to Creed Foodservice that you will not use the Creed Foodservice Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Creed Foodservice Web Site in any manner which could damage, disable, overburden, or impair the Creed Foodservice Web Site or interfere with any other party’s use and enjoyment of the Creed Foodservice Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Creed Foodservice Web Sites.
Use of communication services
The Creed Foodservice Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
• Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
• Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
• Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
• Conduct or forward surveys, contests, pyramid schemes or chain letters.
• Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
• Restrict or inhibit any other user from using and enjoying the Communication Services.
• Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
• Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
• Violate any applicable laws or regulations.
Creed Foodservice has no obligation to monitor the Communication Services. However, Creed Foodservice reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Creed Foodservice reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
Creed Foodservice reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Creed Foodservice’s sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Creed Foodservice does not control or endorse the content, messages or information found in any Communication Service and, therefore, Creed Foodservice specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Creed Foodservice spokespersons, and their views do not necessarily reflect those of Creed Foodservice.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
MATERIALS PROVIDED TO Creed Foodservice OR POSTED AT ANY Creed Foodservice WEB SITE
Creed Foodservice does not claim ownership of the materials you provide to Creed Foodservice (including feedback and suggestions) or post, upload, input or submit to any Creed Foodservice Web Site or its associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Creed Foodservice, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. Creed Foodservice is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Creed Foodservice’s sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE Creed Foodservice WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Creed Foodservice AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE Creed Foodservice WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE Creed Foodservice WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
Creed Foodservice AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE Creed Foodservice WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. Creed Foodservice AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Creed Foodservice AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE Creed Foodservice WEB SITE, WITH THE DELAY OR INABILITY TO USE THE Creed Foodservice WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE Creed Foodservice WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE Creed Foodservice WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Creed Foodservice OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
SERVICE CONTACT : firstname.lastname@example.org
Termination / Access Restriction
Creed Foodservice reserves the right, in its sole discretion, to terminate your access to the Creed Foodservice Web Site and the related services or any portion thereof at any time, without notice. Use of the Creed Foodservice Web Site is unauthorized in any area that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Creed Foodservice as a result of this agreement or use of the Creed Foodservice Web Site. Creed Foodservice’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Creed Foodservice’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Creed Foodservice Web Site or information provided to or gathered by Creed Foodservice with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Creed Foodservice with respect to the Creed Foodservice Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Creed Foodservice with respect to the Creed Foodservice Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.
COPYRIGHT AND TRADEMARK NOTICES:
All contents of the Creed Foodservice Web Site are: Copyright [year] by Creed Foodservice and/or its suppliers. All rights reserved.
The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.
Any rights not expressly granted herein are reserved.