Wholesale Terms

BUSINESS-TO-BUSINESS TERMS AND CONDITIONS OF SALE

The following terms and conditions (“the Conditions”) are the terms on which MILLBANK COFFEE LIMITED (“the Company”) sells to other businesses and supersede all other terms and conditions used by the Company.

 

1.     Definitions

“the Company”	MILLBANK COFFEE LIMITED trading as Mill Bank Coffee Co. (registered number 13327821) whose registered office is at Mill Bank, Cradley, Nr. Malvern, Herefordshire, WR13 5NL
“the Buyer”	the person who buys or agrees to buy the goods from the Company
“the Goods”	the items which the Buyer agrees to buy from the Company as set out in the Quotation
“the Quotation”	the pricing and information detailed in this document and/or the Order Confirmation
“the Order”	your order for the supply of goods by the Company, set out in your Order Confirmation
“the Order Confirmation”	written confirmation by the Company (by email, post or invoice on delivery) to the primary contact given by the Buyer
“the Price”	the price for the Goods set out in this document, excluding of VAT and any carriage, packaging and insurance costs
“the Tubs”	the white, food-safe reusable tubs we supply bulk coffee in to our wholesale clients as mentioned in the document above. (These tubs are either 18-litre rectangular tubs or 30-litre round tubs.)

 

2.     Orders, price and payment

2.1     No contract shall come into existence until the Company confirms the order for Goods in writing by the Order Confirmation. For the avoidance of doubt, we are under no obligation to accept the Order.

2.2     The price (exclusive of VAT) for the Goods (“the Price”) shall be the quoted price of the Company (stated in this document) and payment of the Price shall be made by the Buyer prior to any collection or delivery of the Goods.

2.3     Delivery or Collection will be deemed conclusive evidence of your acceptance of these Conditions (“the Conditions”)

2.4     Should the Buyer request a credit account from the Company the following terms apply, superseding Condition 2.2 but not any other Terms or Conditions of Sale in this document:

            2.4.1   The price (exclusive of VAT) for the Goods (“the Price”) shall be the quoted price of the Company and payment of the Price shall be made by the Buyer within 14 days of the date (“the Due Date”) of the full Delivery (Condition 5.1) or Collection (Condition 5.2) of the Goods and time for payment shall be of the essence.

          In order to apply for a credit account, the Buyer shall complete a credit application form (available on request). Payments will then be collected through a Direct Debit Mandate (provided by GOCARDLESS LTD) the mandate will be setup by the Company using the details collected through the credit account application form completed by the Buyer.

      2.4.2   If the Price is not paid by the Due Date the Buyer will be liable to an additional payment of reasonable liquidated damages. Interest shall accrue both before and after any court judgment on the unpaid portion of the Price at the rate of eight per cent above the base rate from time to time of STARLING BANK LIMITED.

2.5     Any cancellation of any order by the Buyer must be in writing, and agreed as cancelled also in writing by the Company. In case of any cancellation, the Buyer may be released from its obligations under the contract after payment of a sum for reasonable liquidated damages.

2.6     The Company will be entitled to vary the Price at any time by giving written notice to you to reflect any variation in the cost of supplying the Goods which arises as a consequence of any change in law/any variation in your requirements for the Goods/any information provided by you being inaccurate or incomplete or any failure or delay by you in providing information/any change in cost to manufacture or produce the Goods.

2.7     If you fail to make any payment due to us under the Conditions or any other contract between you and us within 14 days after the Due Date, we will be entitled to withhold further deliveries of Goods until that payment has been made.

2.8     If you fail to make any payment due to us under the Conditions on or before the Due Date or if we have any concerns regarding your financial standing, we will be entitled, by giving written notice to that effect to you, to issue invoices prior to Goods being made available for collection/delivery and we will not be required to make available for collection/deliver the Goods until the relevant invoice has been paid in full.

2.9     Save as otherwise expressly provided in these Conditions or required by law, all payments to be made by you to us under the Conditions will be made in full and without any set-off or any deduction or withholding including on account of any counter-claim.

3.     Wholesale Tubs

3.1     Should the Buyer have some or all of the Goods delivered in the Company’s wholesale Tubs (“the Tubs”) the terms under this Condition 3 apply in addition to all other Terms and Conditions of Sale in this document.

3.2     All tubs are property of the Company and under no circumstances shall the title of the Tubs pass to the Buyer.

3.3     The Tubs shall be at the risk of the Buyer following Delivery (Condition 5.1) or Collection (Condition 5.2); and,

3.4     Whilst the Tubs are at the risk of the Buyer, the Buyer shall:

            3.4.1    not destroy, deface or damage the Tubs;

             3.4.2    not annex the Tubs to their premises;

            3.4.3    maintain the Tubs in satisfactory Condition

3.5     Your right to possession and use of the Tubs will terminate immediately if:

            3.5.1    you have a receiver, administrator or provisional liquidator appointed; are subject to a notice of intention to appoint an administrator; pass a resolution for your winding-up (save for the purpose of a solvent restructuring previously approved in writing by us); have a winding up order made by a court in respect of you; enter into any composition or arrangement with creditors (other than relating to a solvent restructuring previously approved in writing by us); or cease to carry on business; or have any steps or actions taken in connection with any of these procedures;

            3.5.2    we give you written notice that we have any concerns regarding your financial standing;

            3.5.3    you fail to pay any sum due to us under the Conditions on or before the Due Date/are in breach of any of your obligations under the Conditions or any other contract between us and you;

            3.5.4    you encumber or in any way change any of the Tubs; or

            3.5.5    the Conditions expire or terminate for any reason

3.6     The Buyer shall return the Tubs to us at the earliest event of either;

            3.6.1    a Delivery (Condition 5.1) or Collection (Condition 5.2) of a subsequent order from the Company; or

            3.6.2    the Buyer does not make any further orders within a 60-day period of their previous order.

3.7     You grant, and will procure that the owner of any relevant third-party premises grants, us, our agents, employees and sub-contractors an irrevocable licence at any time to enter any premises where the Tubs are or may be stored in order to inspect them, or, where your right to possession and use has terminated, to recover them.

3.8     If the Buyer fails to return the tubs under Condition 3.6.1 or Condition 3.6.2 the Buyer will be liable to an additional payment of £12.50 (exclusive of VAT) for every 18-litre rectangular tub and/or £16.67 (exclusive of VAT) for every 30-litre round tub.

4.     Goods

4.1     The description and quantity of the Goods to be sold (“the Goods”) shall be as set out in the quotation provided by the Company to the Buyer (“the Quotation”).

4.2     The Company reserves the right to amend or change the specification of the Goods and/or their packaging to the extent that this does not materially affect their quality or performance or this is necessary to comply with any health and safety or other legal requirements

5.     Delivery

5.1     OPTION 1 (Delivery by Supplier or the Company to a UK address)

            5.1.1   The Company shall deliver the Goods to the Buyer’s address and on the date as both are shown on the Quotation. The Buyer shall make all necessary arrangements to take delivery of the Goods on the day estimated by the Company for delivery.

            5.1.2    Carriage will be chargeable on all sales. This will be at the rate of no less than half of the cost of carriage.

            5.1.3    If no Delivery date is shown on the Quotation, delivery is estimated to be 10 working days after the Order has been accepted by the Company. Unless the Buyer requests a delivery date greater than 10 days after the Order has been accepted by the Company.

5.2    OPTION 2 (Collection by the Buyer)

You will collect the Goods from our premises at Mill Bank, Cradley, Nr. Malvern, Herefordshire, WR13 5NL and will load them onto the collecting vehicle within a period of 14 days from and including the day on which we inform you that the Goods are available for collection. Delivery of the Goods (“Delivery”) will be deemed to occur at the time of collection (prior to loading) or, if earlier, on expiry of the period for collection specified in this Condition 5.2.

5.3     The Company undertakes to use its reasonable endeavours to make available for collection/despatch the Goods on an estimated delivery date, but does not guarantee to do so. Time shall not be of the essence for delivery. Any delivery dates given by us are estimates only save for the dates which we inform you of under Condition 5.2.

5.4     The Company shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivery as part performance of the contract.

6.     Acceptance

6.1     The Company must be advised in writing by recorded delivery of any defects in the Goods as soon as they are discovered by the Buyer who shall be deemed to have accepted the Goods if they have not been rejected on or before the seventh day after delivery. The Buyer shall not be entitled to reject the Goods in whole or in part thereafter.

6.2     The Buyer shall carry out a thorough inspection of the Goods within seven days of Delivery and give notice in writing to the Company after discovering that some or all of the Goods do not comply with the information detailed in this document (“the Quotation”). The Buyer must return the Goods to the Company at the Buyer’s cost and the Company shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.

6.3     Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.

7.     Title and risk

7.1     The Goods shall be at the risk of the Buyer following Delivery (Condition 5.1) or Collection (Condition 5.2); and,

7.2     Notwithstanding the earlier passing of risk, title in the Goods shall not pass to the Buyer until the Buyer has made payment of all sums owing to the Company.

7.3     Until title passes the Buyer shall:

            7.3.1    hold the Goods as bailee for the Company and shall store or mark them so that they can at all times be identified as the Goods of the Company

            7.3.2    not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

            7.3.3    not annex any Goods to their premises;

            7.3.4    maintain the Goods in satisfactory condition

7.4     Your right to possession, use and resale of the Goods will terminate immediately if, before title of the Goods passes to you in accordance with Condition 7.2:

            7.4.1   you have a receiver, administrator or provisional liquidator appointed; are subject to a notice of intention to appoint an administrator; pass a resolution for your winding-up (save for the purpose of a solvent restructuring previously approved in writing by us); have a winding up order made by a court in respect of you; enter into any composition or arrangement with creditors (other than relating to a solvent restructuring previously approved in writing by us); or cease to carry on business; or have any steps or actions taken in connection with any of these procedures;

            7.4.2   we give you written notice that we have any concerns regarding your financial standing;

            7.4.3   you fail to pay any sum due to us under the Conditions on or before the Due Date/are in breach of any of your obligations under the Conditions or any other contract between us and you;

            7.4.4   you encumber or in any way charge any of the Goods; or

            7.4.5   the Conditions expire or terminate for any reason

7.5     We will be entitled to recover payment for the Goods (including by way of an action for the Price) notwithstanding that ownership of any of the Goods has not passed from the Company.

7.6     You grant, and will procure that the owner of any relevant third-party premises grants, us, our agents, employees and sub-contractors an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where your right to possession, use and resale has terminated, to recover them.

7.7     Where we are unable to determine whether any goods are the Goods in respect of which your right to possession, use and resale has terminated, you will be deemed to have sold all goods of the kind sold by us to you in the order in which they were invoiced to you.

7.8     If any of the events or circumstances set out in Condition 7.4.1 or 7.4.2 occur, all invoices issued will immediately become due and payable.

8.     Limitation of liability

8.1     Save in respect of personal injury or death due to any negligence, the Company shall not be liable to the Buyer in respect of any loss suffered by the Buyer due to any defect in the Goods.

8.2     Without prejudice to Condition 8.1 the Company shall not be liable to the Buyer or any third party for any loss of profit, consequential or other economic loss suffered by the Buyer arising in any way from this Agreement.

9.     Set off and counterclaim

The buyer may not withhold payment of any invoice or other amount due to the Company by reason of any right of set-off or counterclaim which the buyer may have or allege to have or for any reason whatsoever.

10.     Force majeure

The Company shall not be liable for any default due to any circumstance beyond the reasonable control of the Company including, but not limited to, Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire, flood, earthquake or shortage of supply.

11.     General

11.1     If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

11.2     The Company may without the consent of the Buyer sub-licence its rights or obligations or any part of these Conditions.

11.3     The headings in these Conditions are for ease of reference only and shall not affect the interpretation of any of the Conditions.

11.4     Each party agrees that it is an independent contractor and is entering into the Conditions as principal and not as agent for or for the benefit of any other person

12.     Contract

12.1     Notwithstanding any other provision of this agreement, nothing herein shall confer or is intended to confer a benefit on any third party for the purpose of the Contract (Rights of Third Parties) Act 1999 or for any other purpose.

12.2     Our rights and remedies set out in these Conditions are in addition to and not exclusive of any rights and remedies provided by law.

12.3      You will be entitled to sub-contract your obligation to collection Goods under Condition 5.2.

13.     Entire agreement

Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be for breach of contract.

14.     Governing law and jurisdiction

The laws of England and Wales shall govern this Agreement and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.