Terms & Conditions Of Sale

  1. Definitions & Interpretation
  • Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  • Buyer: the person or firm who purchases the Goods from the Seller.
  • Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 5.
  • Contract: the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
  • Delivery Location: the delivery location set out in the Order or such other location as the parties may agree at any time after the Seller notifies the Buyer that the Goods are ready.
  • Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.
  • Goods: the goods (or any part of them) set out in the Order.
  • Order: the Buyer’s order for the Goods, as set out in the Buyer’s purchase order form.
  • Seller: CAFEA UK Limited (registered in England and Wales with company number 02974751) whose address is Chiltern Park, Boscombe Road, Dunstable, England LU5 4LT.
  • Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Buyer and the Seller.
    • A person includes a natural person, corporate or unincorporated body (whether or not having 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 includes email but not fax.
  1. Basis of contract

    • These Conditions apply to the Contract to the exclusion of any other terms that the Buyer 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 Buyer to purchase the Goods in accordance with these Conditions. The Buyer 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 Seller issues a written acceptance of the Order, at which point the Contract shall come into existence.
    • Any samples, drawings, descriptions or advertising produced by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are for the sole purpose of giving an approximate idea of the Goods referred to in them, and shall not form part of the Contract nor have any contractual force.
    • A quotation for the Goods given by the Seller shall not constitute an offer. Unless stated otherwise, a quotation shall only be valid for a period of 20 Business Days from its date of issue.
  2. Goods

    • The Goods are as described in the Seller’s quotation for the relevant Order.
    • To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Buyer, the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Seller’s use of the Specification. This clause 2 shall survive termination of the Contract.
    • The Seller reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Seller shall notify the Buyer in any such event.
  3. Delivery

    • The Seller shall ensure that:
      • each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, relevant Buyer and Seller reference numbers, 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 by instalments, the outstanding balance of Goods remaining to be delivered; and
      • if the Seller requires the Buyer to return any packaging materials to the Seller, that fact is clearly stated on the delivery note. The Buyer shall make any such packaging materials available for collection at such times as the Seller shall reasonably request. Returns of packaging materials shall be at the Seller’s expense.
    • The Buyer shall collect the Goods from the Delivery Location within three Business Days of the Seller notifying the Buyer that the Goods are ready, unless agreed otherwise.
    • Delivery is completed in accordance with the agreed INCOTERM specified in the Order.
    • Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Seller shall not be liable for any delay in delivery of the Goods or any failure to deliver the Goods, to the extent caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    • If the Seller delivers up to and including 10% more or less than the quantity of Goods ordered the Buyer may not reject them, but on receipt of notice from the Buyer that the wrong quantity of Goods was delivered, the Seller shall make a pro rata adjustment to the invoice for the Goods.
    • If the Buyer fails to take delivery of the Goods within three Business Days (or such other agreed period) of the Seller notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Seller’s failure to comply with its obligations under the Contract in respect of the Goods:
      • delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day (or such other agreed period) after the day on which the Seller notified the Buyer that the Goods were ready; and
      • the Seller shall store the Goods until actual delivery takes place, and charge the Buyer for all related costs and expenses (including insurance).
    • If ten Business Days after the day on which the Seller notified the Buyer that the Goods were ready for delivery the Buyer has not taken actual delivery of them, the Seller may resell or otherwise dispose of part or all of the Goods, and after deducting reasonable storage, disposal and/or selling costs, Seller will charge the Buyer for any shortfall below the price of the Goods.
    • The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
  4. Quality

    • The Seller warrants that the Goods shall:
      • be of good quality and, if applicable, safe for human consumption;
      • conform with any applicable Specification; and
      • comply with all applicable laws, enactments, orders, regulations and other instruments relating to the manufacture, packing, packaging, marking, storage, handling, labelling, delivery and provision of the Goods.
    • The Buyer must inspect the Goods immediately upon delivery and, in case of fault, inform the Seller in writing immediately. In case the Buyer fails to do so, the Goods shall be deemed as accepted, unless the fault, despite due inspection of the Goods, could not be detected. In case such a hidden fault is discovered, the Seller must be informed in writing immediately, otherwise the goods are deemed as accepted in spite of the fault.
  • Subject to clause 4, if (a) the Buyer gives notice in writing to the Seller, within a reasonable time after delivery and immediately upon discovery, that some or all of the Goods do not comply with the warranty set out in clause 5.1; and (b) the Seller is given a reasonable opportunity of examining such Goods; and (c) the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Seller’s cost; the Seller shall, at its option, replace the defective Goods or refund the price of the defective Goods in full.
  • The Seller shall not be liable for the Goods’ failure to comply with the warranty set out in clause 1 if (a) the Buyer makes any further use of, or sells or offers to sell to a third party, such Goods after giving notice in accordance with clause 5.2; (b) the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage or handling of the Goods or (if there are none) good trade practice regarding the same; (c) the defect arises as a result of the Seller following any specification supplied by the Buyer; or (d) the Goods differ from their description and any applicable 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 Seller shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in clause 1.
  • Except for the warranty under clause 5.1, all conditions, warranties or other terms implied by statute, common law or otherwise, including without limitation the terms implied by sections 13 to 15 of the Sale of Goods Act 1979, are hereby excluded from the Contract to the fullest extent permitted by law.
  • These Conditions shall apply to any replacement Goods supplied by the Seller.
  • The Buyer undertakes to use any packaging designs provided by the Seller exclusively for labeling Goods produced by the Seller. The Buyer undertakes in particular not to have identical or confusable reprints made by other sources. As regards export sales, the Buyer shall ensure that the Goods, including any configuration, are marketable in the country of import and, moreover, comply with the legal regulations of that country and do not infringe any intellectual property rights of third parties. In case services of the Seller are used in connection with packaging designs which have been designed and/or provided by the Buyer, the Buyer undertakes to indemnify the Seller from any claims and costs in connection with these services.
  1. Title and risk

    • The risk in the Goods shall pass to the Buyer on completion of delivery.
    • Title to the Goods shall pass to the Buyer on completion of delivery.
    • Until title to the Goods has passed to the Buyer, the Buyer shall (a) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property; (b) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property; (c) (a) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; (e) notify the Seller immediately if it becomes subject to any of the events listed in clause 1(b) to clause 9.1(d); and (f) give the Seller such information as the Seller may reasonably require from time to time relating to the Goods and the ongoing financial position of the Buyer.
    • At any time before title to the Goods passes to the Buyer, the Seller may require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
  2. Price and payment

    • The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Seller’s published price list in force as at the date of delivery.

7.2         The Seller may, by giving notice to the Buyer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to (a) any factor beyond the Seller’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 Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or (c) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate or accurate information or instructions.

  • The price of the Goods excludes amounts in respect of value added tax (VAT), which the Buyer shall additionally be liable to pay to the Seller at the prevailing rate, subject to the receipt of a valid VAT invoice; and excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Buyer, unless otherwise stated.
  • The Seller may invoice the Buyer for the Goods on or at any time after the completion of delivery.
  • The Buyer shall pay each invoice submitted by the Seller in full and in cleared funds to a bank account nominated in writing by the Seller within 30 days of the date of the invoice, or in accordance with any credit terms agreed by the Seller and confirmed in writing to the Buyer. Time for payment shall be of the essence of the Contract.
  • If the Buyer fails to make a payment due to the Seller under the Contract by the due date, then, without limiting the Seller’s remedies under clause 9 (termination), the Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6 will accrue each day at 4% a year above the Bank of England’s base rate from time to time.
  • All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  1. Limitation of liability
    • References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • Nothing in the Contract limits any liability which cannot legally be limited, including liability for (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or (d) defective products under the Consumer Protection Act 1987.
    • Subject to clause 3, the Seller’s total liability to the Buyer shall not exceed the price payable for the Goods in accordance with clause 7.1.
    • Subject to clause 3, the following types of loss are wholly excluded: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of use or corruption of software, data or information; (g) loss of or damage to goodwill; and (h) indirect or consequential loss.
    • This clause 8 shall survive termination of the Contract.
  2. Termination
    • Without limiting its other rights or remedies, the Seller may terminate this Contract with immediate effect by giving written notice to the Buyer if:
      • the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so; or
      • the Buyer 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), obtaining a moratorium, 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);
      • the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      • the Buyer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
    • Without limiting its other rights or remedies, the Seller may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer becomes subject to any of the events listed in clause 1(b) to clause 9.1(d), or the Seller reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.
    • Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.
    • On termination of the Contract for any reason the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt.
    • Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
  3. Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three months, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.

  1. General
    • Assignment and other dealings. The Seller may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. The Buyer may not assign, transfer, mortgage, charge, subcontract, delegate, 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 Seller.
    • Confidentiality. The Buyer shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, Buyers, clients or Sellers of the Seller, except (i) to the Buyer’s employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Buyer’s rights or carrying out its obligations under the Contract, provided that the Buyer shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the Seller’s confidential information comply with this clause 2; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. The Buyer shall not use the Seller’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
    • Data Protection. The Buyer shall at all times comply with the UK General Data Protection Regulation and the UK Data Protection Act in relation to the storage and processing of any personal data received from the Seller.
    • Entire Agreement. (a) The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
    • Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    • Waiver. A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it 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 deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    • Notices. All notices required or permitted under the agreement will be in writing and will be delivered to the other party’s address set out in the Order: (a) by hand (and will be deemed to have been received on signature of a delivery receipt or at the time the notice is left at the proper address); or (b) by pre-paid first-class post or other next working day delivery service (and will be deemed delivered at 9.00am on the second Business Day after posting or, if earlier, the time recorded by the mail service); or (c) by email (and will be deemed delivered at the time of transmission, or, if this time falls outside 09:00 and 17:00 in the place of receipt, at 09:00 in the place of receipt on the next Business Day).
    • Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to any entity that is not a party to this Contract to enforce any term of the Contract.
    • Governing law & Jurisdiction. 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 (Dispute), shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute.