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Warburtons Limited BuyDirect Wholesale - Terms and Conditions of Sale

  1. Definitions:
    1. "Contract" means the Order and these Terms between Warburtons and the Customer for the sale and supply of the Products.
    2. "Customer" means any person from whom Warburtons receives an order for the supply of Products or who is named as a customer on any order form or invoice or order submission relating to the Products.
    3. "Order" means the purchase order placed by the Customer on the Website for the supply of the Products.
    4. "Price" means the price of the Products as notified by Warburtons and as varied by these Terms.
    5. "Products" means those Warburtons products, or any of them as applicable, the subject of any order received by Warburtons over the Website.
    6. “Terms” means these terms and conditions of sale.
    7. "Warburtons" means Warburtons Limited (Company No 178711) whose registered office is at Back ‘o‘th' Bank House, Hereford Street, Bolton, BL1 8HJ.
    8. “Website” means Warburtons’ website offering gluten free products for sale to trade Customers.
  2. Application of these terms:
    All sales of Products by Warburtons are made on these Terms to the exclusion of all other terms, including but not limited to any terms of the Customer, irrespective of how the Customer purports to incorporate them.
  3. Orders:
    1. All orders are taken subject to availability and acceptance by Warburtons. Any order received by Warburtons is deemed to be an "offer to purchase" by the Customer and is subject to these Terms. Any such order shall be deemed to be accepted by Warburtons upon delivery of the Products in accordance with these Terms.
  4. Quantities:
    Warburtons reserves the right to deliver a reasonable quantity less or more than the quantity agreed to be supplied. The quantity delivered shall be paid on a pro rata basis and shall be deemed to satisfy the requirements of the contract for supply.
  5. Cancellation:
    Warburtons may cancel, without liability, any order or portion thereof should manufacture of the Products be discontinued, hindered or prevented for any reason.
  6. Prices:
    1. The Price for the Products shall be as advertised on the Website. The Price will be correct at the time of viewing and Ordering on the Website, but Warburtons shall have the right to change the Price on Website at any time.
    2. Where applicable, Value Added Tax will be added to all invoices and payable by the Customer at the appropriate rate.
    3. For the avoidance of any doubt, if Warburtons suggests or prints a recommended retail price (referenced to as RRP or RSP) then any such RRP or RSP is a recommendation only and all resale pricing is at the absolute discretion of the Customer.
  7. Passing of Risk:
    All risk in relation to the Products passes to the Customer upon, as applicable, delivery or at the agreed time of collection, whichever is the earliest.
  8. Delivery:
    1. Delivery shall be deemed to be effected when the Products have been delivered to the address agreed between the Customer and Warburtons, or collected by, or on behalf of the Customer or its representative.
    2. Warburtons shall engage a third-party delivery company to transport the Products to the Customer. Warburtons will endeavour to ensure the Products are delivered within the time for delivery specified by Warburtons but subject to these Terms. Warburtons shall not be liable for any late delivery, howsoever caused. Warburtons will only arrange deliveries to addresses within Great Britain.
    3. The Customer shall be liable to pay for the Products ordered by it even if it refuses delivery or fails to collect the Products within the time agreed.
    4. Warburtons does not accept minimum life on receipt requirements.
  9. Sale or Return:
    Warburtons does not operate a sale or return policy. No returns of the Products supplied will be accepted without Warburtons' prior written consent.
  10. Terms of Payment:
    1. The Customer shall pay the Prices for the Products in full and in cleared funds on the date when it makes the Order over the Website. Warburtons shall be under no obligation to process or deliver an Order unless it is in cleared funds from the Customer.
    2. Without prejudice to any other rights, Warburtons may without notice set off any amount due from it to the Customer against any amounts owing by the Customer.
  11. Warranties:
    1. The Customer warrants and represents that it is established in business and it intends selling the Products to consumers and that the Products are not for the Customer’s own use. The Customer acknowledges that it shall have no rights under the Consumer Rights Act 2015 and nor shall it have any rights under the Consumer Protection (Distance Selling) Regulations 2000.
    2. Warburtons’ warrants that all foodstuffs supplied under these Terms shall at the time of delivery conform in every respect with the requirements of the Food Safety Act 1990 (as amended or substituted).
  12. Limitations of Liability:
    1. This Clause shall neither exclude nor restrict Warburtons' liability for death or personal injury as a result of its negligence nor its liability for fraudulent misrepresentation.
    2. Subject to clause 12.1, Warburtons shall not be liable, whether in contract, for tort (including but not limited to negligence), for breach of statutory duty or otherwise, for any loss of profits (whether direct or indirect) or any indirect or consequential losses, howsoever arising, suffered by the Customer.
    3. Subject to clause 12.1, Warburtons’ aggregate maximum liability whether in contract, for tort (including but not limited to negligence), breach of statutory duty or otherwise shall be a sum equal to the Price paid by the Customer for the Products concerned.
    4. In the event of non-arrival of some or any of the Products, or if the Customer learns that the Products are lost or destroyed in transit or are otherwise tampered with, it is essential that the Customer notifies Warburtons within 24 hours of the date of delivery or agreed date of delivery.
    5. he Customer is responsible for correct handling and storage for the Products following delivery and Warburtons accepts no liability therefor.
  13. Force Majeure:
    Warburtons shall not be liable to the Customer or be deemed to be in breach of contract by reason of any delay in performance or any failure to perform any of its obligations in relation to the Products if the delay or failure was beyond its reasonable control (including but not limited to breakdown in machinery or vehicle and delays affecting transport or strikes). 14. DEFECTIVE PRODUCTS
  14. Defective Products:
    Subject to clause
    1. Warburtons' liability for Products proved to be defective shall be limited to the Price for the Products concerned provided always that the Warburtons is notified of the defect as soon as reasonably practicable after the date of delivery, or if sooner, within the "best before" or "sell by" date. If no notification is received within such time limit, Warburtons shall have no liability to the Customer. Warburtons shall be entitled to replace such Products in accordance with these Terms in settlement of any liability arising as a result of the operation of this Clause.
  15. Termination:
    Warburtons shall have the right, without prejudice to any other rights, to terminate the Contract with immediate effect if:
    1. stomer is in breach of the Contract or any other Contract between Warburtons and the Customer; or
    2. the Customer enters into any insolvency situation, any composition or arrangement with or for the benefit of its creditors or has any receiving order made against him or has a winding up petition presented or has an administrator, receiver or manager appointed over all or any part of its assets.
  16. Bar Codes:
    The printing of bar codes on packs and outer cases by Warburtons is not the subject of any contract between Warburtons and the Customer. Warburtons will not be liable to the Customer (whether for negligence or otherwise) for any loss, damage or expense attributable to the absence of, or error in, such bar code printing.
  17. Intellectual Property:
    All intellectual property rights of any nature whatsoever relating to the Products or in any recipes, formulations, information or specification that relates to the Products belong to Warburtons. The Customer shall not acquire any rights or interest in any such intellectual property rights.
  18. Confidentiality:
    Any information or material supplied by Warburtons to the Customer shall be treated by the Customer as strictly confidential and the Customer shall not disclose such information or material or make use of any of it (save as strictly necessary in relation to the Contract) without Warburtons’ prior written consent provided that this obligation shall not extend to any information which is or becomes generally available to the public other than as a result of a breach by the Customer of its obligations under these Terms or of any duty of confidence.
  19. Notice:
    Notice given under or pursuant to the Contract may be sent by hand or by post or by registered post or by recorded delivery services and if so sent transmitted to the address of the other party stated on the Order or to such other address as the party may by notice to the other have substituted therefor, shall be deemed effectively given on the day when in the ordinary course of business it would first be received by the addressee in normal business hours.
  20. Assignment:
    1. Warburtons may assign, transfer, charge or deal in any manner with these Terms, the contracts made or rights granted hereunder, or part thereof or purport to do any or the same or sub-contract any or all of its obligations under these Terms.
    2. The Customer shall not without Warburtons' prior written consent assign, transfer, charge or deal in any other manner with these Terms, or any contracts made or rights granted hereunder or part thereof, or purport to do any of the same or sub-contract any or all of its obligations under these Terms.
  21. Severance:
    If any provision of these Terms is found by any court, tribunal or administrative body or competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of these Terms and the remainder of such provision shall continue in full force and effect.
  22. Waiver:
    No delay in exercising or non-exercise by Warburtons of any of its rights under or in connection with these Terms shall operate as a waiver or release of that right or any other right. Rather, any such waiver or release must be specifically granted in writing signed by an authorised signatory of Warburtons.
  23. Variation:
    No variation to these Terms shall be valid unless expressly agreed in writing and signed by an authorised representative of Warburtons.
  24. Anti Bribery and Corruption Policy:
    Warburtons requires that its customers act with honesty and integrity at all times. The Customer shall comply with all applicable laws relating to anti-bribery and corruption including but not limited to the Bribery Act 2010.
  25. Applicable Law and Jurisdiction:
    1. The Contract shall in all respects be governed by and construed in accordance with English law and shall be deemed to have been made in England and the parties agree to submit to the non-exclusive jurisdiction of the English courts in connection with any dispute arising out of or in connection with this Agreement.
    2. Warburtons shall have the right to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not to the extent permitted by the law of such other jurisdiction.
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