TERMS AND CONDITONS FOR THE SUPPLY OF
1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms and Conditions, the following words and phrases shall have the following meanings:
“Company” means YouJuice Ltd and where context permits, reference to the “Company” in these Terms and Conditions shall include reference to an employee of the Company.
“Condition” means any one or more of these Terms and Conditions.
"Customer" means the person or people who are making the order.
“Goods” means the goods described in the Purchase Order.
“Order Number” means the unique number that appears on the Purchase Order.
“Parties” means the Company, the Customer, and the Supplier.
“Price” means the price for the Goods given in the Purchase Order.
“Purchase Order” means an order for the purchase of goods served by the Company or the Supplier which includes:
- The Order Number
- a description of the Goods;
- the date and, if appropriate, time, for delivery of the Goods;
- details of the delivery address;
- details of the Company’s address for invoices;
- the Price; and
- any terms applying to the purchase of the goods which are additional to these Terms and Conditions.
“Terms and Conditions” means these terms and conditions for the supply of goods.
1.2 The headings in these Terms and Conditions are for ease of reference only and shall not affect the interpretation or construction of these Terms and Conditions.
1.3 Where the context permits, the use of the singular shall be construed to include the plural, and the use of plural the singular, and the use of any gender shall include all genders.
1.4 References to an Act of Parliament shall be deemed to include any subordinate legislation of any sort made from time to time under that Act.
1.5 References to any statute, enactment, order, regulation, code or similar instrument shall be construed as a reference to the statute, enactment, order, regulation, code or instrument as subsequently amended or re-enacted.
2.1 These Terms and Conditions together with the relevant Purchase Order, any specifications and plans provided by the Company and any specific guarantee arrangements applying to the Goods constitute the contract between the Parties for the supply of the Goods (the “Contract”).
2.2 In the event of any conflict between a clause in these Terms and Conditions and a term of the Purchase Order, the term of the Purchase Order shall prevail.
2.3 The Contract constitutes the entire agreement between the Parties relating to the supply of the Goods and replaces all previous negotiations, agreements, understandings and representations, whether oral or in writing. However nothing in the Contract shall limit or exclude any liability for fraud.
3. THE GOODS
3.1 The Company shall supply the Goods in accordance with the terms set out in the Purchase Order.
3.2 The Goods shall:
a) be to the reasonable satisfaction of the Company;
b) be fit and sufficient for all purposes for which such Goods are generally used and for any specific purpose made known to the Supplier by the Company;
c) be of the same quality and description as any sample provided; and
d) comply with any requirements or specifications given on the Purchase Order.
4.1 The Company shall deliver the Goods to the address for delivery given in the Purchase Order.
4.2 Delivery should be made at or around the agreed time on the Purchase Order
4.3 Except where otherwise agreed by the Company, delivery of the Goods shall include unloading the Goods at such place and in such manner as the Company shall reasonably direct.
5. PROPERTY AND RISK
5.1 Without prejudice to the Company other rights and remedies under this Contract, property and risk in the Goods shall pass to the Company on acceptance of delivery.
6. INSPECTION, REJECTION AND GUARANTEE
6.1 The Supplier shall permit the Company to inspect the Goods and shall provide all reasonable assistance to the Company in undertaking an inspection.
6.2 The Company shall not be taken to have waived any of its rights under this Contract (and in particular its right to reject the Goods) if it does not carry an inspection or if it approves the Goods following an inspection.
6.3 The Company may, by written notice to the Supplier, reject any of the Goods which fail to meet the requirements of this Contract, provided always that the Company gives notice of such rejection within a reasonable time of receiving the Goods.
6.4 If the Company rejects any of the Goods pursuant to this clause, it shall be entitled to:
a) have the Goods concerned either repaired by the Supplier or (at the choice of the Company) replaced by the Supplier with Goods which comply with this Contract; or
b). obtain a refund of any payment it has made to the Supplier.
6.5 Subject to any alternative guarantee arrangements made between the Company and the Supplier, the guarantee period applicable to the Goods shall be 12 months from the Company putting the Goods into service or 18 months from delivery (whichever is the shorter).
6.6 If, within the guarantee period or within 30 days thereafter, the Company gives the Supplier written notice of any defect which arose within the guarantee period under proper and normal use of the Goods, the Supplier shall remedy such defect as quickly as possible (whether by repair or replacement, as the Company shall choose) without cost to the Company.
6.7 Any Goods rejected or returned to the Supplier shall be returned at the Supplier’s expense.
7. LABELLING AND PACKAGING
7.1 The Goods shall be appropriately packaged and clearly labelled. The labelling and packaging shall comply with any reasonable requirements of the Company of which the Supplier is aware, and with any statutory requirements. In particular, if the packages contains any material which is hazardous, noxious or dangerous this shall be clearly indicated.
7.2 All packaging shall be considered non-returnable and shall be destroyed unless the Supplier indicates in the advice note accompanying the consignment of Goods that the packaging will be charged for unless it is returned. The Company shall only accept liability for packaging that does not arrive at the Supplier’s premises following dispatch by the Company if the Supplier informs the Company of its non-arrival within 10 days of receiving notification from the Company that the packaging has been despatched.
8.1 The Supplier shall submit an invoice for the Goods to the Company's address for invoices given in the Purchase Order. The invoice shall contain the Order Number given in the Purchase Order, a full description of the Goods supplied and the Price.
8.2 Save where the Goods have not been delivered or are not in accordance with the Contract, the Company shall pay the Supplier’s invoice within 30 days of receiving it.
8.3 In addition to the Price, the Company shall (where applicable) pay the Supplier a sum equivalent to any Value Added Tax chargeable on the Goods supplied.
8.4 Weekly orders must be paid in advance
8.5 There is a £4.50 delivery fee for orders in Brighton below £35
9. INTELLECTUAL PROPERTY
9.1 Save where the Goods are made up in accordance with a design supplied by the Company, the Supplier warrants that none of the Goods shall infringe any patent, trade mark, registered design, copyright or other rights in industrial property of any third party.
9.2 The Supplier shall indemnify the Company against all actions, demands, charges, expenses and costs (including legal costs on a solicitor and client basis) which the Company may incur as a result of or in connection with any breach of Condition 12.1.
10. HEALTH AND SAFETY
10.1 The Supplier warrants and represents that:
a) it has satisfied itself that all necessary examinations have been made prior to delivery of the Goods, to ensure that the Goods are designed and constructed so that they can be used without risk to health and safety; and
b) that it has made available to the Company adequate information about any conditions necessary to ensure the Goods can be used safely and without risk to health.
10.2 The Supplier shall indemnify the Company against all actions, demands, charges, expenses and costs (including legal costs on a solicitor and client basis) which the Company may incur as a result of or in connection with any breach of Condition 13.1.
10.3 The Supplier shall notify the Company of any health and safety hazards that may arise in connection with the performance of this Contract.
10.4 The Company shall notify the Supplier of any health and safety hazards which may exist or arise at its premises and which may affect the Supplier. The Supplier shall draw these hazards to the attention of any of its employees, subcontractors or agents who may be affected by them and instruct such persons in connection with any necessary safety measures.
11. CONFIDENTIALITY AND OFFICIAL SECRETS
11.1 The Supplier undertakes to comply and to procure that its employees comply with the provisions of the Official Secrets Acts 1911 to 1989.
11.2 The Supplier undertakes to keep secret and not to disclose and to procure that its employees, sub-contractors and agents keep secret and do not disclose any information of a confidential nature which it has obtained by reason of this Contract. Nothing in this Condition applies to information that is already in the public domain or the possession of the Supplier, other than by reason of breach of this Condition.
12. INDEMNITY AND INSURANCE
12.1 Without prejudice to any rights or remedies of the Company, the Supplier shall indemnify the Company against all actions, demands, losses, expenses and costs (including legal costs on a solicitor and client basis) which the Company may suffer or incur as a result of or in connection with any damage to property or any injury (whether fatal or otherwise) to any person which may result directly or indirectly from any defect in the Goods, or any negligence or breach of this Contract by the Supplier.
12.2 The Supplier warrants that it has in place with a reputable insurance company a policy or policies of insurance covering all the indemnities under this Contract. At the request of the Company, the Supplier shall produce the relevant policy of insurance together with evidence of payment of its latest premium.
13. CHANGE CONTROL
13.1 There shall be no change to the amount of or description of the Goods or the Price unless the Company has issued a new purchase order in substitution for the Purchase Order. These Terms and Conditions shall apply to any new purchase order and the new purchase order shall become “the Purchase Order” for the purpose of this Contract from the moment it is received by the Supplier.
13.2 This Contract may not be varied or amended unless the variation or amendment is in writing and agreed by authorised representatives of both the Company and the Supplier.
14. ASSIGNMENT OR SUB-CONTRACTING
14.1 The Supplier shall not assign nor sub-contract any part of this Contract without the prior written consent of the Company.
14.2 Sub-contracting of this Contract shall in no way relieve the Supplier of its obligations under the Contract.
14.3 Where the Supplier enters a sub-contract with a supplier or contractor for the purpose of performing this Contract it shall ensure that the sub-contract has a term requiring the Supplier to pay that supplier or contractor within 30 days of receipt of a valid invoice.
15. RIGHTS OF THIRD PARTIES
15.1 This Contract shall not create any rights that are enforceable by anyone other than the Parties.
16.1 Without prejudice to any other rights or remedies of the Company under this Contract, the Company shall have the right forthwith to terminate this Contract by written notice to the Supplier or his trustee in bankruptcy or receiver or (if a company) its liquidator or administrator, if the Supplier shall have a receiver appointed over all or a substantial part of his or its assets or (if an individual) be declared bankrupt or (if a company) shall go into liquidation or have an administrator appointed to manage its affairs.
16.2 The Company shall be entitled to terminate this Contract by notice to the Supplier with immediate effect if the Supplier has committed a material breach of this Contract and (if such breach is capable of remedy) has failed to remedy such breach within thirty days of being required by the Company in writing to do so; or
17.1 Any notice or other communication given under or pursuant to this Contract must be given in writing and must be delivered in person or sent by post. Communications must be sent to the address for communications given in the Purchase Order (which may be altered at any time by the altering Party giving the other Party 15 days notice of a changed address). Communications to the Company must be sent to the address given for the buyer contact in the Purchase Order and not to the address for invoices.
17.2 A notice or communication shall be deemed to have been received 2 working days after posting in the case of first class delivery and 4 working days after posting in the case of second class delivery unless the receiving Party proves otherwise.
18 DISPUTES AND MEDIATION
18.1 Before resorting to litigation, the Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Contract.
18.2 If the Parties are unable to resolve the dispute, either party may, at any time, refer the dispute to mediation by a neutral advisor or mediator (“the Mediator”).
18.3 If the Parties are unable to agree on a Mediator within 7 days of the request by one party to refer the dispute to mediation, they shall apply to the Centre for Dispute Resolution (“CEDR”) to appoint a Mediator.
18.4 The Parties shall seek to agree directions for how the mediation is conducted and, failing agreement, they shall seek directions from the Mediator.
18.5 If the Parties reach agreement on the resolution of their dispute the agreement shall be reduced to writing and shall be binding.
19 GOVERNING LAW
19.1 Unless the Purchase Order specifies otherwise, this Contract shall be governed by and construed in accordance with the law of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.