Terms & Conditions of Sales

 

 

1.	Interpretation
1.1	Definitions: Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 16.4. Content: information, comments, reviews and other tests, photos, pictures and other images, films, movies, music and other audio files, software, applications or games, or any other content on the Supplier’s website. Contract: the contract between the Supplier and the Customer for the supply of Goods and / or Services in accordance with these Conditions. Customer: the person or firm who purchases the Goods and / or Services from the Supplier. Deliverables: the deliverables set out in the Order or agreed to be provided by the Supplier in writing (excluding the Supplier’s Equipment). Goods Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Supplier. Force Majeure Event: an event or circumstance beyond a party's reasonable control. Goods: the goods (or any part of them) set out in the Order. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Order: the Customer's order for the supply of Goods and / or Services, as set out in the Customer's purchase order form, the Customer’s email, through the Supplier’s website, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be. Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification. Service Specification: the description or specification of the Services agreed in writing by the Supplier. Supplier: Flavour Warehouse Limited (registered in England and Wales with company number 08791964). Supplier’s Designs: any logos and graphics designed, owned or provided by the Supplier. Supplier’s Equipment: any equipment, tools, facilities or units including (but not limited to) merchandise stands, counter top display units, floor stand display units, provided by the Supplier to the Customer. Trade Marks: any trade mark registrations and / or applications of the Supplier from time to time. A non-exhaustive list of the Supplier’s trade marks is contained at https://www.flavourwarehouse.co.uk/trademarks, and the Supplier reserves the right to update this list from time to time.
1.2	Interpretation:
1.2.1	a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.2	any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.3	a reference to writing or written includes fax and emails.
2	Basis of Contract
2.1	These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2	The Order constitutes an offer by the Customer to purchase Goods and / or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Goods Specification and / or Service Specification are complete and accurate.
2.3	The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4	The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5	Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods and / or Services referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6	A quotation for Goods and / or Services given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 10 Business Days from its date of issue unless otherwise notified in writing.
2.7	All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
2.8	Clause 14 shall apply in circumstances where the Supplier provides any Supplier’s Equipment to the Customer.
3	Goods
3.1	To the extent that the Goods are to be manufactured in accordance with a Goods Specification supplied by the Customer, the Customer shall indemnify the Supplier 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 Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Goods Specification, or in respect of the contents of any Goods Specification being incorrect. This clause 1 shall survive termination of the Contract.
3.2	THE CUSTOMER MUST ENSURE THAT ANY INFORMATION IT PROVIDES IN A GOODS SPECIFICATION IS COMPLETE AND ACCURATE.
3.3	The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.
3.4	The Customer should confirm the contents of any Goods Specification before an Order is accepted. If the Customer fails to do so, clause 3.1 shall apply notwithstanding.
3.5	Where the Goods are re-sold by the Customer, the Customer shall consult with the Supplier as to the prices to be charged in respect of the Goods and refrain from charging in excess of any maximum charges specified by the Supplier from time to time.
4	Delivery of Goods
4.1	The Supplier shall ensure that if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.
4.2	The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree, or alternatively the Customer shall collect the Goods from the Supplier’s premises at Global Way, Darwen, Lancashire, BB3 0RW or such other location as may be advised by the Supplier prior to delivery (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.3	Delivery is completed on the completion of unloading or loading (as the case may be) of the Goods at the Delivery Location.
4.4	Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
4.5	If the Supplier fails to deliver the Goods as a result of its own error or omission, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6	If the Customer fails to take or accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
4.6.1	delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
4.6.2	the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7	If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.8	If the Supplier delivers up to and including 15% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.
4.9	The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.10	The Customer must ensure that it inspects the Goods within 7 calendar days of delivery. The Supplier shall not be liable for any discrepancies not notified in writing to the supplier within 7 calendar days.
5	Quality of Goods
5.1	The Supplier warrants that on delivery the Goods shall:
5.1.1	conform in all material respects with their description and any applicable Goods Specification; and
5.1.2	be free from material defects in design, material and workmanship; and
5.1.3	be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
5.1.4	be fit for any purpose held out by the Supplier.
5.2	Subject to clause 3, if:
5.2.1	the Customer gives notice in writing to the Supplier within 60 days of delivery that some or all of the Goods do not comply with the warranty set out in clause 1;
5.2.2	the Customer completes in full the return form (found here) or by contacting their account manager directly, or by contacting the customer services team at https://www.flavourwarehouse.co.uk/contact-us and follows the process therein.
5.2.3	the Supplier is given a reasonable opportunity of examining such Goods; and
5.2.4	the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3	The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 1 in any of the following events:
5.3.1	the Customer makes any further use of such Goods after giving notice in accordance with clause 2;
5.3.2	the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
5.3.3	the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;
5.3.4	the Customer alters or repairs such Goods without the written consent of the Supplier;
5.3.5	the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
5.3.6	the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or
5.3.7	the Customer fails to give written notice to the Supplier in accordance with clause 5.2.1.and clause 5.2.2
5.4	Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 1.
5.5	The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6	These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6	Title and Risk
6.1	The risk in the Goods shall pass to the Customer on completion of delivery.
6.2	Title to the Goods shall not pass to the Customer until completion of delivery and the earlier of:
6.2.1	the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; or
6.2.2	the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 4.
6.3	Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1	store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
6.3.2	not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3	maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
6.3.4	notify the Supplier immediately if it becomes subject to any of the events listed in clause 1; and
6.3.5	give the Supplier such information relating to the Goods as the Supplier may require from time to time.
6.4	Subject to clause 5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
6.4.1	it does so as principal and not as the Supplier’s agent; and
6.4.2	title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
6.5	If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 1, then, without limiting any other right or remedy the Supplier may have:
6.5.1	the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
6.5.2	the Supplier may at any time:
6.5.2.1	require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
6.5.2.2	if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7	Supply of Services
7.1	The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.
7.2	THE CUSTOMER MUST ENSURE THAT ANY INFORMATION IT PROVIDES IN A SERVICE SPECIFICATION IS COMPLETE AND ACCURATE.
7.3	The Customer shall indemnify the Supplier 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 Supplier in connection with the contents of any Service Specification being incorrect. This clause 7.3 shall survive termination of the Contract.
7.4	The Customer should confirm the contents of any Service Specification before an Order is accepted. If the Customer fails to do so, clause 7.3 shall apply notwithstanding.
7.5	The Supplier shall use all reasonable endeavours to meet any performance dates for the Services agreed in writing, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.6	The Supplier reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
7.7	The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
8	Customer’s Obligations
8.1	The Customer shall:
8.1.1	ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification are complete and accurate;
8.1.2	co-operate with the Supplier in all matters relating to the Services;
8.1.3	provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;
8.1.4	provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
8.1.5	obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
8.1.6	comply with all applicable laws;
8.1.7	comply with any additional obligations as set out in the Service Specification and the Goods Specification;
8.1.8	inform the Supplier of all laws and regulations affecting the manufacture, sale, packaging and labelling of the Goods and delivery of the Services which are in force in the country, countries and / or territories where the Customer is based, re-sells the Goods (subject at all times to clause 8.2) or operates its business (or any part of them) (Local Regulations);
8.1.9	the Customer shall give the Supplier as much advance notice as reasonably possible of any prospective changes to the Local Regulations.
8.2	The Customer shall not:
8.2.1	make any modifications or amendments to the Goods as supplied by the Supplier (including but not limited to any syrups supplied by the Supplier). The Goods are intended to be sold and used as supplied, and any attempt to alter the Goods by the Customer (including but not limited to dilution of syrup) will constitute a breach of the Conditions and clause 13 shall apply;
8.2.2	copy, adapt, disassemble, modify, adapt the Goods in whole or in part;
8.2.3	use any information provided by the Supplier or obtained by the Customer pursuant to the Contract to create any goods whose expression is substantially similar to the Goods, nor use such information in any manner which would be restricted by any Intellectual Property Rights subsisting in it;
8.2.4	sell the Goods to other distributors. The Goods are supplied by the Supplier to the Customer for onward sale to end users only.
8.3	If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
8.3.1	without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
8.3.2	the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 3; and
8.3.3	the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
9	Price and Payment
9.1	The price of the Goods and / or Services shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.
9.2	The Supplier may, by giving notice to the Customer at any time up to 2 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
9.2.1	any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
9.2.2	any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
9.2.3	any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
9.3	The price of the Goods excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
9.4	The price of Services excludes any associated third-party costs (including but not limited to costs of materials or any additional costs and / or expenses when submitting applications to the Tobacco Products Directive 2014/14/EU).
9.5	All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Servicesor Goods at the same time as payment is due for the supply of the Services or Goods.
9.6	The Supplier may invoice the Customer for the Goods before, on or at any time after the completion of delivery. In respect of Services, the Supplier may invoice the Customer before or after completion of the Services.
9.7	The Customer shall pay the invoice in full and in cleared funds on the date of the invoice or within such other timeframe as notified by the Supplier in writing. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence.
9.8	If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
9.9	The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
10	Intellectual Property Rights
10.1	All Intellectual Property Rights in or arising out of or in connection with the Goods and Services shall be owned by the Supplier.
10.2	The Customer grants the Supplier a fully paid up, non-exclusive, royalty free non transferrable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
10.3	If the Supplier grants to the Customer a right to use its Trade Marks in the promotion, advertisement and sale of the Goods, the Customer acknowledges that all rights in the Trade Marks shall remain with the Supplier, and that the Customer has and will acquire no right in them by virtue of the discharge of its obligations under the Contract, except for the right to use the Trade Marks strictly in accordance with the Supplier’s written instructions from time to time.
10.4	If the Customer is permitted to use the Trade Marks in accordance with clause 10.3, it shall do so only under the Trade Marks, and not in association with any other trade mark, brand or trade name, except as permitted in any written instructions from the Supplier. The Customer shall ensure that the appropriate Trade Marks appear on the Goods, containers and advertisements for the Goods, followed by the symbol ® or the letters RTM as appropriate.
10.5	All representations of the Trade Marks that the Customer intends to use shall be submitted to the Supplier for written approval before use.
10.6	The Customer shall comply with all rules for the use of the Trade Marks issued by the Supplier (including those set out in any branding manual issued by the Supplier) and shall not, without the prior written consent of the Supplier, alter or make any addition to the labelling or packaging of any Goods displaying the Trade Marks. The Customer shall not alter, deface or remove any reference to the Trade Marks, any reference to the Supplier or any other name displayed on the Goods or their packaging or labelling.
10.7	The Supplier makes no representation or warranty as to the validity or enforceability of the Trade Marks nor as to whether they infringe any Intellectual Property Rights of any third parties.
10.8	The Customer shall not sub-licence, transfer or otherwise deal with the rights to use any Trade Marks without the prior written consent of the Supplier.
10.9	The Customer shall not do, or omit to do, anything in its use of the Trade Marks that could adversely affect their validity or reputation.
10.10	The Customer acknowledges that the Contract does not operate to vest any right, title or interest in the Trade Marks in the Customer. The Customer shall immediately on request enter into any further agreements with the Supplier, in a form satisfactory to the Supplier, necessary for the recording, registration or safeguarding of the Supplier’s Trade Marks or its Intellectual Property Rights generally.
10.11	The Customer shall promptly give notice in writing to the Supplier if it becomes aware of:
10.11.1	any infringement or suspected infringement of the Supplier’s Intellectual Property Rights (including but not limited to the Trade Marks);
10.11.2	any claim that the Services, Goods or the manufacture, use, sale or other disposal of any Goods, whether or not under the Trade Marks, infringes the rights of any third party.
10.12	In respect of any matter that falls within clause 10.11:
10.12.1	the Supplier shall in its absolute discretion, decide what action to take in respect of any matter (if any);
10.12.2	the Supplier shall conduct and have sole control over any consequent action it deems necessary.
10.13	The Customer shall, at the request and expense of the Supplier, provide any reasonable assistance to the Supplier (including the use of its name in, or being joined as a party to, proceedings) with any action to be taken by the Supplier under this clause 10, provided the Supplier has given an indemnity in respect of the reasonable costs and expenses of the Customer in respect of such assistance (unless the dispute in question arises as a result of the act or omission of the Customer or a breach of the Contract, in which case the Supplier will not be required to indemnify the Customer).
10.14	The Customer shall not obtain or try to obtain or register for itself anywhere in the world any trade marks or trade names the same as or similar to the Trade Marks or any trade marks or trade names used by the Supplier.
10.15	The Customer shall not use the Trade Marks as part of the name under which the Customer conducts its business, or any connected business, or under which it sells or services any products (except the Goods), or in any other way, excepts as permitted by the Supplier in writing.
10.16	The Customer shall immediately bring to the notice of the Supplier any improper or wrongful use of the Supplier’s Intellectual Property Rights (including but not limited to the Trade Marks) and the Customer shall on being so requested by the Supplier assist in taking all steps to defend the rights of the Supplier including the institution of any actions which it may deem necessary to commence for the protection of any of its rights.
10.17	If the Supplier permits the Customer to use the Trade Marks (in writing), the Customer shall immediately stop using all or any part of them if notified to do so by the Supplier (whether or not in writing).
10.18	The Customer is only permitted to use the Supplier’s Designs with the prior written consent of the Supplier. If such consent has been provided, the Customer is only permitted to use the Supplier’s Designs in accordance with any instructions provided by the Supplier. All content included or made available through the Supplier, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software is the property of the Supplier (or its content suppliers, where appropriate), and is protected by any applicable laws relating to Intellectual Property Rights.
10.19	The Supplier may make Content available via its website (in accordance with the terms and conditions applicable to the Supplier’s website, as amended from time to time). The Supplier, their affiliated entities and / or their licensors own all Content made available through the website. Such Content shall be owned by the Supplier (or any relevant third party owners, where applicable). Unless the Supplier provides its written consent, the Customer may not reproduce, modify, disseminate or otherwise exploit the Content in any way
10.20	The Customer acknowledges that any Intellectual Property Rights in respect of any websites of the Supplier are owned by the Supplier (or any relevant third party owners, where applicable) in accordance with the terms and conditions applicable to the Supplier’s website (as amended from time to time). Such Intellectual Property Rights shall not be used by the Customer without the prior written consent of the Supplier.
11	Termination
11.1	Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
11.1.1	the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
11.1.2	the Customer 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), 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;
11.1.3	the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
11.1.4	the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
11.2	Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods or the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 1.1 to clause 11.1.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
11.3	Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
11.4	On termination of the Contract for any reason the Customer shall:
11.4.1	immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest;
11.4.2	return all of the Supplier’s Equipment. If the Customer fails to do so, then the Supplier may enter the Customer’s premises or any premises where the Supplier’s Equipment is stored and take possession of the Supplier’s Equipment. Until it has been returned or repossessed, the Customer shall be solely responsible for its safekeeping.
11.5	Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
11.6	Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
12	Limitation of Liability
12.1	Nothing in these Conditions shall limit or exclude the Supplier's liability for:
12.1.1	death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
12.1.2	fraud or fraudulent misrepresentation;
12.1.3	breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or
12.1.4	defective products under the Consumer Protection Act 1987; or
12.1.5	any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
12.2	Subject to clause 1:
12.2.1	the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
12.2.2	the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 110% of the price of the Goods and / or Services received pursuant to the Contract.
13	Indemnity
13.1	The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with:
13.1.1	the Customer’s breach of any of the Customer’s obligations under the Contract;
13.1.2	the Goods or Services not conforming with the Local Regulations;
13.1.3	the enforcement of the Contract.
13.2	The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.
14	Supplier’s Equipment
14.1	From time to time, and at the absolute discretion of the Supplier, the Supplier may allow the Customer to use the Supplier’s Equipment, strictly in accordance with these Conditions.
14.2	The Supplier’s Equipment shall at all times remain the property of the Supplier, and the Customer shall have no right, title or interest in or to the Supplier’s Equipment (save the right to possession and use of the Supplier’s Equipment subject to these Conditions).
14.3	The risk of loss, theft, damage or destruction of the Supplier’s Equipment shall pass to the Customer on delivery. The Supplier’s Equipment shall remain at the sole risk of the Customer whilst it is in the possession, custody or control of the Customer.
14.4	The Customer shall:
14.4.1	give immediate written notice to the Supplier in the event of any loss, accident or damage to the Supplier’s Equipment;
14.4.2	ensure that the Supplier’s Equipment is kept and operated in a suitable environment;
14.4.3	keep the Supplier’s Equipment in such location as determined by the Supplier;
14.4.4	follow any instructions provided by the Supplier (whether written or oral) in respect of the Supplier’s Equipment;
14.4.5	ensure that the Supplier’s Equipment is only stocked with goods provided by the Supplier;
14.4.6	take such steps (including compliance with all safety and usage instructions provided) as may be necessary to ensure, so far as is reasonably practicable, that the Supplier’s Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;
14.4.7	maintain at its own expense the Supplier’s Equipment in good and substantial repair in order to keep it in as good an operating condition as it was on delivery, and shall make good any damage to the Supplier’s Equipment;
14.4.8	make no alteration to the Supplier’s Equipment and shall not remove any existing components from the Supplier’s Equipment;
14.4.9	keep the Supplier fully informed of all material matters relating to the Supplier’s Equipment;
14.4.10	permit the Supplier or its duly authorised representative to inspect the Supplier’s Equipment at all reasonable times and for such purpose to enter onto the Customer’s premises or any premises at which the Supplier’s Equipment may be located, and shall grant reasonable access and facilities for such inspection;
14.4.11	not, without the prior written consent of the Supplier, part with control of (including for the purposes of repair and maintenance), sell or offer for sale, underlet or lend the Supplier’s Equipment, or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
14.4.12	not, without the prior written consent of the Supplier, attach the Supplier’s Equipment to any land or building so as to cause the Supplier’s Equipment to become a permanent or immovable fixture on such land or building;
14.4.13	not do or permit to be done any act or thing which will or may jeopardise the right, title and / or interest of the Supplier in the Supplier’s Equipment;
14.4.14	not suffer or permit the Supplier’s Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process;
14.4.15	not use the Supplier’s Equipment for any unlawful purpose;
14.4.16	ensure that at all times the Supplier’s Equipment remains identifiable as being the Supplier’s property;
14.4.17	deliver up the Supplier’s Equipment immediately on demand by the Supplier at any time, or if necessary allow the Supplier or its representatives access to the Customer’s premises or any premises where the Supplier’s Equipment is located for the purpose of removing the Supplier’s Equipment.
15	Force Majeure
	Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 2 months, the party not affected may terminate this Contract by giving 4 weeks written notice to the affected party.
16	General
16.1	Assignment and other dealings.
16.1.1	The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
16.1.2	The Customer may not assign, transfer, mortgage, charge, subcontract, 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 Supplier.
16.2	Confidentiality
16.2.1	The Customer undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Supplier or of any member of the group to which the Supplier belongs, except as permitted by clause 16.2.2. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
16.2.2	The Customer may disclose the Supplier's confidential information:
16.2.2.1	to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Customer's rights or carrying out its obligations under or in connection with this agreement. The Customer shall ensure that its employees, officers, representatives or advisers to whom it discloses the Supplier's confidential information comply with this clause 2; and
16.2.2.2	as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.2.3	The Customer shall not use the Supplier's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
16.3	Entire agreement.
16.3.1	This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.3.2	Each party agrees that it 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
16.4	Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.5	Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.6	Severence. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
16.7	If any provision or part-provision of the Contract is deemed deleted under clause 16.6 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.
16.8	Notices
16.8.1	Any notice or other communication given to a party under or in connection with the Contract 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, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
16.8.2	A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 16.8.1; if sent by pre-paid first class post or other next working day delivery service, 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 email, one Business Day after transmission.
16.8.3	The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16.8.4	Any notice given under or in connection with the Contract shall be in the English language.
16.9	Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
16.10	Governing law. 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, shall be governed by and construed in accordance with the laws of England.
16.11	Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
16.12	Language. The Contract is drafted in the English language. If the Contract is translated into any other language, the English language text shall prevail.
17	Seasonal Promotions and Promo Codes
17.1	Geek Vape x Bar Salts Bundle: This is only available through your account manager, you must contact them to purchase. The bundle includes 60 x Bar Salts 10ml, 2 x Geek Vape Sonder Q Kits, 1 x Geek Vape Wenax Q Kit, 9 x Geek Vape Q Replacement Pods & 1 POS Testing Station. This offer can be amended or withdrawn at the discretion of the promoter. Whilst stock lasts. Available from 28/6/2023
17.2	Innokin Klypse Zip Display promotion: Purchse 40 or more Innokin Klypse Zip Kit's and receive one free Innokin Klypse Zip Display. At checkout, the display will automatically be added to your basket. Whilst stock lasts. This offer can be amended or withdrawn at the discretion of the promoter. Available from 19/6/2023.
17.3	Buy 5 get one free on Lost Mary AM600: Buy 5 Lost Mary AM600 and receive one free. This offer is applied at checkout. Whilst stock lasts. This offer can be amended or withdrawn at the discretion of the promoter. This promotion is available from 27/6/2023.
17.4	Vaporesso merch box: Spend £200 on Vaporesso products and receive a free Vaporesso merch box. The gift box contains a Cap, T-shirt, Mouse Mat, Shop open/close sign, Shelf Wobblers, Product Card (Flavour Menu), Pen, Notepad, Lanyard, Foil Stickers. At checkout, the display will automatically be added to your basket. Whilst stock lasts. This offer can be amended or withdrawn at the discretion of the promoter. Available from 7/7/2023. *This promotion has now ended*
17.5	Spend £100 on Koncept & get a CDU: Spend £100 on Koncept and receive 1 free Koncept CDU. Add £100 of koncept to your basket and go to checkout, the free gift will be applied. This offer can be amended or withdrawn at the discretion of the promoter. Available from 18/7/2023. *This promotion has now ended*
17.6	Buy 20 & get 5 free - Double Drip Shortfill 100ml: Buy 20 bottles of our new Double Drip Shortfill 100ml and receive 5 free. Place 20 bottles within your basket (all 5 flavours must be included within the 20). Go to checkout and click 'free gift'. Click the flavour you would like and it will automatically add 5 of that flavour to your basket. You cannot choose more than 1 flavour for the free 5 bottles. This offer can be amended or withdrawn at the discretion of the promoter. Available from 11/8/2023 until 31/8/2023. *This promotion has now ended*
17.7	Get 10 free packs of Dragbar with any order: Receive 10 free packs of ZoVoo Dragbars with all orders. Any order placed is eligible for 10 free packs. Choose free gift from our basket page from within the pop-up displayed. If a customer fails to add free gift to their order during the checkout process, they will not receive the free gift. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 8/9/2023. *This promotion has now ended*
17.8	Buy 10 Amare Crystal One & Get 2 Free: Buy 10 of one flavour from the Amare Crystal One and 2 will automatically be added to your basket. You must purchase 10 of one flavour to get the 2 free. This promotion will run whilst stock lasts. This offer can be amended or withdrawn at the discretion of the promoter. Available from 25/10/2023. *This promotion has now ended*
17.9	Get free pack of pods with Sonder Q Kit: Buy 3 Geek Vape Sonder Q Kits and receive a free pack of pods. The free gift will automatically be added to your basket at checkout. If a customer fails to add free gift to their order during the checkout process, they will not receive the free gift. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 5/10/2023. *This promotion has now ended*
17.10	Free gift with Meloso Mini: Any orders containing 1 Geek Bar Meloso Mini will receive 2 free Geek Bar T-Shirts 2 Geek Bar CDUs. The free gifts will automatically be added to your basket at checkout. If a customer fails to add free gift to their order during the checkout process, they will not receive the free gift. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 16/10/2023.
17.11	Get free pack of pods with Wenax Q Kit: Buy 1 Geek Vape Wenax Q Kit and receive a free pack of pods. The free gift will automatically be added to your basket at checkout. If a customer fails to add free gift to their order during the checkout process, they will not receive the free gift. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 16/10/2023. *This promotion has now ended*
17.12	Get free pack of pods with Caliburn X Kit: Buy 1 Uwell Caliburn X Kit and receive a free pack of pods. The free gift will automatically be added to your basket at checkout. If a customer fails to add free gift to their order during the checkout process, they will not receive the free gift. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 1/09/2023. *This promotion has now ended*
17.13	Buy any Crystal Plus Battery & get 1 free Limited Edition Crystal Plus Kit: Buy 1 Crystal Plus Battery and receive 1 free Crystal Plus Limited Edition Kit. The free gift will automatically pop up at checkout for the customer to choose their colour of choice. If a customer fails to add free gift to their order during the checkout process, they will not receive the free gift. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 17/10/2023. *This promotion has now ended*
17.14	Purchase Bar Salts and receive a free POS pack: Any orders containing Bar Salts will receive a free Bar Salt POS pack. The free gift will automatically be added to your basket at checkout. If a customer fails to add free gift to their order during the checkout process, they will not receive the free gift. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 17/10/2023. *This promotion has now ended*
17.15	Double Drip Disposable - Win £1,000 Competition: Each order placed containing 10 or more Double Drip Disposables (DDD) between now and midnight on 31 Jan 2024 will be placed into our prize draw to win £1,000 cash. Available from 7/12/2023. Each order placed that meets the criteria will be entered into the draw. Entries received after the closing date will be automatically disqualified.  Within five (5) days of the closing date, all eligible entries will be entered into the prize draw, in which one (1) winner will be selected at random from all entries received. The winning customer will be contacted by your Business Account Manager to co-ordinate payment of the prize. The prize is as stated, it is non-exchangeable and non-transferable. Payment will be arranged by bank transfer, or converted to credit upon request. If the winner is unable to be contacted after reasonable attempts, Flavour Warehouse Ltd will be entitled to select another winner following the process described above. Employees of Flavour Warehouse are not eligible to enter. Flavour Warehouse Ltd accepts no responsibility for entries not completed due to any third-party technical failure (including but not limited to technical malfunction, computer hardware or software failure, network or server failure). Flavour Warehouse Ltd accepts no responsibility for entries lost, damaged, incomplete or illegible. Our decision regarding all aspects of the prize draw is final and binding and no correspondence will be entered into about it. We reserve the right to hold void, cancel, suspend, or amend this prize draw where it becomes necessary to do so. *This promotion has now ended*
17.16	6 deals of XMAS: Purchase the Double Drip Disposable Bundle and 10 free e-liquids will be added to your basket. Purchases must be made with the bundle only and not the single disposables. The free gift will automatically be added to your basket at checkout. This offer can be amended or withdrawn at the discretion of the promoter. This promotion is available from 12/12/2023. *This promotion has now ended*
17.17	Free Koncept CDU on Koncept orders: Any customer that places an order containing Vampire Vape Koncept 50ml or 100ml will receive a free Koncept CDU. This will automatically be added to your basket at checkout. This is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 30/1/2024. *This promotion has now ended*
17.18	Spend £100 on Vampire Vape e-liquid & receive 3 free Uwell kits: Spend £100 on any Vampire Vape e-liquid and receive 1 free Uwell Caliburn A2 Kit and 2 free Uwell Caliburn G3 Kits. The free gift will automatically pop up at checkout for the customer to choose their colour of choice. If a customer fails to add free gift to their order during the checkout process, they will not receive the free gift. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 1/2/2024. *This promotion has now ended*
17.19	Buy 10 get 1 free on VooPoo Argus Kits: Purchase 10 of selected VooPoo Argus Kits and get 1 free. The selected kits are VooPoo Argus P1S, VooPoo Argus P1, VooPoo Argus G and VooPoo Argus Z Kit. Customer must select 10 of the same colour of that specific kit and the 11th will automatically be added to your basket at checkout. This is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 21/2/2024. *This promotion has now ended*
17.20	Spend £100 on Vampire Vape e-liquid & receive 3 free Uwell kits: Spend £100 on any Vampire Vape e-liquid and receive 3 free Uwell Caliburn A2 Kits. The free gift will automatically pop up at checkout for the customer to choose their colour of choice. If a customer fails to add free gift to their order during the checkout process, they will not receive the free gift. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 29/2/2024. *This promotion has now ended*
17.21	Buy one get one free on Uwell Crown D Kits: Buy one Uwell Crown D Kit and get the second free! Customers must add two kits to their basket to receive the offer. The offer applies at checkout. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 06/03/2024. *This promotion has now ended*
17.22	Free Vampire Vape Bar Salt with any Vaporesso Kit: Purchase any Vaporesso Kit & receive a free Vampire Vape Bar Salt. The free gift will automatically pop up at checkout for the customer to choose their colour of choice. If a customer fails to add free gift to their order during the checkout process, they will not receive the free gift. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 20/3/2024.  *This promotion has now ended*
17.23	Free Vampire Vape Bar Salt with any VooPoo Kit: Purchase any VooPoo Kit & receive a free Vampire Vape Bar Salt. The free gift will automatically pop up at checkout for the customer to choose their colour of choice. If a customer fails to add free gift to their order during the checkout process, they will not receive the free gift. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 02/04/2024.
17.24	Buy 10 get 1 free on VooPoo Argus Kits: Purchase 10 of VooPoo Argus G2 OR P2 Kits and get 1 free. Customer must select 10 of the same colour of that specific kit and the 11th can be chosen checkout. This is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 9/4/2024. *This promotion has now ended*
17.25	Free pods and VV 10ml e-liquid with Uwell Crown X Kit: Purchase the Uwell Crown X Kit and get a free pack of pods and one free Vampire Vape 10ml e-liquid. Choose your free gift at the bottom of the page. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 22/4/2024. *This promotion has now ended*
17.26	Buy one get one free Smok Spaceman B600 Disposable Vape: Buy one Smok Spaceman B600 Disposable Vape and get one free. Flavours can be chosen at checkout. Flavours are subject to availability. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 24/4/2024.  *This promotion has now ended*
17.27	Free Vampire Vape e-liquid with selected Uwell Kits: Purchase any of the selected Uwell Kits and choose one free Vampire Vape e-liquid. Choose your free gift at the bottom of the page. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 1/5/2024. *This promotion has now ended*
17/28	Buy 10 get 10 free on selected Doozy ranges: Buy 10 and get 10 free when you purchase Doozy Seriously Pod Fill or Doozy Seriously Pod Fill MAX Shortfills. Choose your free gift at the bottom of the page. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 7/5/2024. *This promotion has now ended*
17.29	Bar Salts & VooPoo Argus Bundle: Spend £250 on Bar Salts and receive a FREE VooPoo Argus Bundle. The bundle includes 1 x VooPoo Argus G2 Kit, 1 x VooPoo Argus P2 Kit, 1 x VooPoo Argus P1S Kit, 5 x VooPoo Argus Top Fill Replacement Pods and 1 x VooPoo CDU. Purchases must be made on the Bar Salts products. The free gift is automatically added at checkout. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 15/5/2024.
17.30	Free Maryliq with selected kits: Purchase any of the selected kits and receive a FREE maryliq e-liquid. Strength and flavour can be chosen at the checkout. If a customer fails to choose their free gift, it will not be added. The selected kits are: Vaporesso XROS Pro, Vaporesso XROS 4, Vaporesso XROS 4 Mini, OXVA Xlim Pro and Aspire Gotek X Kits. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 28/5/2024.
17.31	Free Nevoks Feelin AR Kit with Nevoks Feelin AX Kit: Purchase any Nevoks Feelin AX kit and receive a FREE Feelin AR Kit. Promotion is available only whilst stocks last. There is a limit of 20 free kits per customer. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 29/5/2024.  *This promotion has now ended*
17.32	Free Smok Nic Salt with ANY Smok Vape Kit: Get a FREE Smok Nic Salt when you purchase ANY Smok Vape Kit. It is one nic salt per one kit. Flavour can be chosen at the checkout. If a customer fails to choose their free gift, it will not be added. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 7/6/2024.
17.34	Free Deliciu Nic Salt with ANY Vaporesso Vape Kit: Get a FREE Deliciu Nic Salt when you purchase ANY Vaporesso Vape Kit. It is one nic salt per one kit. Flavour can be chosen at the checkout. If a customer fails to choose their free gift, it will not be added. Promotion is available only whilst stocks last. All promotions can be amended or withdrawn at the discretion of the promoter at any time. Available from 11/6/2024.
17.35	Avomi Scratch Card Competition: By participating in the competition, you are agreeing to these competition terms and conditions. The competition is being run by Flavour Warehouse Ltd. Eligibility to Enter ●       The competition is open to entrants who are at least 18 years of age or older. ●       Employees of Flavour Warehouse Ltd and their immediate family members are not eligible to enter. ●       By entering the competition, you confirm that you are eligible to do so and eligible to receive any prizes that may be awarded to you. ●       There is a limit of one entry per person. Entrants must purchase an item from our stand to receive a scratch card, which serves as their entry into the competition. Prizes Prizes may include: ●       2 x bottles of Vampire Vape Purple Craze e-liquid ●       A gift bag containing 1 x Avomi Cliq Pre-filled Pod Kit + 1 Pod Pack ●       An Avomi Cliq Pre-filled Pod Kit Device Prizes are non-transferable and non-exchangeable. No cash alternative is available. Flavour Warehouse reserves the right to substitute prizes of equal or greater value if necessary. Claiming Your Prize ●       Prizes must be claimed on the same day at the event you attended. ●       Present your winning scratch card and valid ID to a Flavour Warehouse staff member at the exhibition stand to redeem. Data Protection & Publicity We do not collect or store personal data as part of this competition. With your consent, we may take a photo of winners for use on our website or social media. This is entirely optional. Limitation of Liability Flavour Warehouse accepts no liability for any damage, loss, injury, or disappointment suffered by entrants as a result of participating in the competition. General Flavour Warehouse reserves the right, at any time and without prior notice, to cancel the competition or amend these terms and conditions. Any disputes regarding the competition will be resolved at the sole discretion of Flavour Warehouse Ltd.
17.36	VV LIQUIDS - Win £1,000 Credit Competition: Each order placed containing vampire vape liquids valued at £200 or more excluding vat between 2nd June 2025 and midnight 16th June 2025  will be placed into our prize draw to win £1,000 credit. Available from 2/06/2025. Each order placed that meets the criteria will be entered into the draw. Entries received after the closing date will be automatically disqualified.  Within five (5) days of the closing date, all eligible entries will be entered into the prize draw, in which one (1) winner will be selected at random from all entries received. The winning customer will be contacted to co-ordinate payment of the prize. The prize is as stated, it is non-exchangeable and non-transferable. If the winner is unable to be contacted after reasonable attempts, Flavour Warehouse Ltd will be entitled to select another winner following the process described above. Employees of Flavour Warehouse are not eligible to enter. Flavour Warehouse Ltd accepts no responsibility for entries not completed due to any third-party technical failure (including but not limited to technical malfunction, computer hardware or software failure, network or server failure). Flavour Warehouse Ltd accepts no responsibility for entries lost, damaged, incomplete or illegible. Our decision regarding all aspects of the prize draw is final and binding and no correspondence will be entered into about it. We reserve the right to hold void, cancel, suspend, or amend this prize draw where it becomes necessary to do so.

 

The Customer’s attention is drawn in particular to clauses 5 (Quality of Goods), 6 (Title and Risk), 8 (Customer’s Obligations), 9 (Price and Payment), 12 (Limitation of Liability), 13 (Indemnities) and 15 (Product Withdrawal and Recall).

1. INTERPRETATION

1.1 Definitions:

Applicable Laws:
all laws, statutes, regulations, regulatory requirements, codes, guidance having legal effect and requirements of any governmental, taxation, excise, trading standards or other competent authority applicable in the United Kingdom to the manufacture, importation, storage, marketing, promotion, sale, supply, distribution, possession or use of the Goods or the provision of the Services.

Business Day:
a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Business Customer:
a person acting for purposes relating wholly or mainly to that person’s trade, business, craft or profession.

Conditions:
the terms and conditions set out in this document as amended from time to time in accordance with clause 17.6.

Content:
information, comments, reviews, text, photographs, pictures and other images, films, audio files, software, applications, data and any other content made available by or on behalf of the Supplier, including through any website, portal or other digital platform.

Contract:
the contract between the Supplier and the Customer for the supply of Goods and / or Services in accordance with these Conditions.

Cover Sheet:
the document (if any) that sets out specific provisions applicable for a particular customer or transaction, including but not limited to commercial terms, pricing, payment terms, and any special conditions, and which is incorporated by reference into these Terms & Conditions. In the event of any conflict between the Cover Sheet and these Terms & Conditions, the provisions of the Cover Sheet shall prevail to the extent of the inconsistency.

Customer:
the person or firm who purchases the Goods and / or Services from the Supplier.

Customer Materials:
all documents, specifications, artwork, designs, data, information and other materials supplied by or on behalf of the Customer to the Supplier.

Deliverables:
the deliverables set out in the Order or agreed to be provided by the Supplier in writing (excluding the Supplier’s Equipment).

Duty and Regulatory Costs:
all excise duties, taxes, levies, duty stamp costs, compliance costs, regulatory charges and other costs arising from or connected with any change in Applicable Laws, including Vaping Products Duty and the Vaping Duty Stamps Scheme.

Goods Specification:
any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Supplier.

Force Majeure Event:
an event or circumstance beyond a party's reasonable control.

Goods:
the goods (or any part of them) set out in the Order.

Group:
in relation to a company, that company, any subsidiary or holding company of that company and any subsidiary of any such holding company from time to time.

Intellectual Property Rights:
patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order:
the Customer’s order for the supply of Goods and/or Services, whether placed by purchase order, email, electronic data interchange, telephone, through the Supplier’s website or ordering platform, by acceptance of the Supplier’s quotation or by any other method accepted by the Supplier.

Product Recall:
any withdrawal, correction, market action, safety notice, product recall or similar action relating to any Goods, whether initiated voluntarily or required by the Supplier, a manufacturer, brand owner or competent authority.

Promotional Support:
any rebate, discount, listing fee, marketing contribution, promotional payment, retrospective discount, credit, incentive or other financial or commercial support provided or agreed by the Supplier.

Regulated Products:
any Goods whose manufacture, importation, storage, supply, sale, possession, presentation, advertising, promotion or use is subject to specific legal or regulatory requirements, including vaping products, nicotine products and tobacco-related products.

Services:
the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Service Specification.

Service Specification:
the description or specification of the Services agreed in writing by the Supplier.

Supplier:
Flavour Warehouse Limited, incorporated and registered in England and Wales with company number 08791964, whose registered office is at Global Way, Darwen BB3 0RW.

Supplier’s Designs:
any logos and graphics designed, owned or provided by the Supplier.

Supplier’s Equipment:
any equipment, tools, facilities or units including (but not limited to) merchandise stands, counter top display units, floor stand display units, provided by the Supplier to the Customer.

Trade Marks:
all registered and unregistered trade marks, trade names, brand names, logos and get-up owned by, licensed to or used by the Supplier or any member of its Group from time to time.

Vaping Products Duty:
the excise duty on vaping products implemented in the United Kingdom from 1 October 2026, together with any replacement, amendment or related duty.

Vaping Duty Stamps Scheme:
the scheme requiring applicable vaping products to carry duty stamps from 1 October 2026, together with any replacement or amended scheme.

1.2 Interpretation:

1.2.1 - a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

1.2.2 - any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.2.3 - a reference to writing or written includes email but does not include text message or communication through social media unless the Supplier expressly agrees otherwise.

1.2.4 - A reference to a party includes its permitted successors and assigns.

1.2.5 - A reference to a person includes an individual, company, body corporate, partnership, unincorporated association, government, state or agency of a state.

1.2.6 - Headings are for convenience only and shall not affect interpretation.

1.2.7 - An obligation on the Customer not to do something includes an obligation not to allow that thing to be done.

2. BASIS OF CONTRACT

2.1 - These Conditions including any specific provisions contained in the Cover Sheet apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 - The Order constitutes an offer by the Customer to purchase Goods and / or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order, delivery details and any applicable Goods Specification and/or Service Specification are complete and accurate.

2.3 - An Order shall only be accepted, and a Contract shall only come into existence, when the Supplier: issues written acceptance of the Order; dispatches or makes the Goods available for collection; or begins performance of the Services, whichever occurs first. An automated acknowledgement of an Order shall not constitute acceptance.

2.4 - The Supplier may accept or reject any Order in whole or in part in its discretion and shall not be obliged to accept an Order merely because it has previously supplied the same or similar Goods or Services to the Customer.

2.5 - The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.6 - Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods and / or Services referred to in them. They shall not form part of the Contract nor have any contractual force.

2.7 - A quotation for Goods and / or Services given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 10 Business Days from its date of issue unless otherwise notified in writing.

2.8 - Once accepted by the Supplier, an Order may not be cancelled, reduced or amended by the Customer without the Supplier’s prior written consent. Any consent may be subject to the Customer paying all costs, losses and expenses incurred or committed by the Supplier in connection with the cancellation, reduction or amendment, including the price of any bespoke, committed, non-returnable or specially procured Goods.

2.9 - All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

2.10 - Clause 14 shall apply in circumstances where the Supplier provides any Supplier’s Equipment to the Customer.

3. GOODS

3.1 - Where any Goods are manufactured, packaged, labelled, modified or supplied in accordance with any specification, design, artwork, instruction or other Customer Materials supplied or approved by the Customer, the Customer warrants that:

3.1.1 - the Customer Materials are complete and accurate;

3.1.2 - the Customer is entitled to provide and authorise the Supplier to use them;

3.1.3 - their use by the Supplier will not infringe any third-party rights or cause the Supplier to breach any Applicable Laws; and

3.1.4 - the resulting Goods will be suitable for the Customer’s intended purpose.

The Customer shall indemnify the Supplier against all liabilities, losses, damages, costs, claims and expenses, including reasonable legal and professional fees, suffered or incurred by the Supplier arising from a breach of this clause 3.1. This clause 3.1 shall survive termination.

3.2 - The Customer shall check and approve any Goods Specification before the Supplier accepts the relevant Order. The Customer is responsible for ensuring that the Goods Specification is complete and accurate.

3.3 - The Supplier may amend the Goods or any Goods Specification where reasonably necessary: to comply with Applicable Laws or a requirement of a competent authority; to address safety, quality, supply-chain or manufacturing requirements; to reflect changes made by a manufacturer or brand owner; or where the amendment does not materially reduce the overall quality or functionality of the Goods.

3.4 - The Customer shall determine independently the prices at which it resells the Goods. Any recommended resale price communicated by the Supplier is a recommendation only, and the Customer shall remain free to sell the Goods at any price it chooses, subject to Applicable Laws.

3.5 - The appearance, packaging, labelling, branding, colour, formulation or specification of the Goods may differ from illustrations, samples or Goods previously supplied where this results from a change made by the Supplier, manufacturer or brand owner or is required to comply with Applicable Laws, provided that the Goods continue to conform in all material respects with their description.

4. DELIVERY OF GOODS

4.1 - The Supplier shall ensure that if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.

4.2 - The Supplier shall deliver the Goods to the location stated in the Order or otherwise agreed in writing. Where the Goods are to be collected, the Customer shall collect them from the Supplier’s premises at Global Way, Darwen, Lancashire BB3 0RW, or any other location notified by the Supplier, within the period specified by the Supplier.

4.3 - Delivery is completed where the Supplier delivers the Goods, on completion of unloading at the Delivery Location; where the Customer collects the Goods, on completion of loading onto the Customer’s vehicle; or where the Customer appoints a carrier, on delivery of the Goods to that carrier.

4.4 - Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.

4.5 - If the Supplier fails to deliver the Goods, its liability shall be limited to the reasonable additional cost incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market reasonably available, less the price of the undelivered Goods. The Supplier shall have no liability to the extent that the failure or delay results from a Force Majeure Event, a Customer Default, a carrier appointed by the Customer or the Customer’s failure to provide complete and accurate delivery instructions.

4.6 - If the Customer fails to take or accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:

4.6.1 - delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and

4.6.2 - the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance) and the Supplier may invoice the Customer for the Goods notwithstanding that physical delivery has not taken place.

4.7 - If the Customer has not taken or accepted delivery within ten Business Days after the Supplier notified it that the Goods were ready, the Supplier may, without limiting its other rights:

4.7.1 - continue to store the Goods at the Customer’s cost;

4.7.2 - require immediate payment of the Goods;

4.7.3 - resell or otherwise dispose of the Goods and charge the Customer for any shortfall, storage, transport, handling, disposal and resale costs; and/or

4.7.4 - terminate the relevant Contract.

The Supplier shall account to the Customer for any net sale proceeds received from a resale, after deducting all amounts due to the Supplier.

4.8 - Where Goods are manufactured or packed specifically for the Customer, the Supplier may deliver up to 10% more or less than the quantity ordered and shall make a corresponding pro-rata adjustment to the invoice. This tolerance shall not apply to standard stocked Goods unless otherwise agreed in writing.

4.9 - The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.10 - The Customer shall inspect the Goods promptly following delivery and shall notify the Supplier in writing: of any shortage, over-delivery, incorrect Goods or damage reasonably apparent on inspection, within seven calendar days after delivery; and of any non-delivery of an entire consignment, within seven calendar days after the expected delivery date. The notice must identify the relevant Order, invoice, delivery note, Goods and nature of the discrepancy and must include reasonable supporting evidence. Subject to clause 5 in relation to latent defects, the Goods shall be deemed accepted if the Customer does not notify the Supplier within the applicable period.

4.11 - A delivery note, carrier record, electronic proof of delivery or other delivery record produced by or on behalf of the Supplier shall be prima facie evidence of delivery, but the absence of such a record shall not by itself prove that delivery did not occur.

4.12 - Any pallets, containers, crates or reusable transport items identified as returnable remain the Supplier’s property. The Customer shall keep them safe and make them available for return or collection. The Supplier may charge the Customer their replacement cost if they are lost, damaged or not returned within a reasonable period following request.

5. QUALITY OF GOODS

5.1 - The Supplier warrants that on delivery the Goods shall:

5.1.1 - conform in all material respects with their description and any applicable Goods Specification;

5.1.2 - be free from material defects in design, material and workmanship;

5.1.3 - be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);

5.2 - Subject to clause 5.3, if the Customer:

5.2.1 - gives the Supplier written notice, within 60 days after delivery or any longer manufacturer warranty period expressly confirmed by the Supplier, that some or all of the Goods do not comply with clause 5.1;

5.2.2 - provides the information and evidence reasonably requested by the Supplier and follows the Supplier’s returns procedure;

5.2.3 - gives the Supplier a reasonable opportunity to inspect or test the Goods; and

5.2.4 - where requested, returns the Goods in accordance with the Supplier’s instructions, the Supplier shall, at its option, repair or replace the affected Goods or refund or credit their price.

5.2.5 - The Supplier may require the Customer to return the Goods at the Customer’s cost. Where the Supplier accepts that the Goods were defective at delivery, the Supplier shall reimburse reasonable standard return carriage costs approved in advance.

5.2.6 - The Customer shall keep the affected Goods, packaging, batch information and supporting evidence intact pending the Supplier’s instructions and shall not dispose of them without written consent.

5.3 - The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:

5.3.1 - the Customer uses, resells, disposes of or otherwise deals with the affected Goods after discovering, or after it ought reasonably to have discovered, the relevant defect, except as authorised by the Supplier;

5.3.2 - the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

5.3.3 - the defect arises as a result of the Supplier following any drawing, design or Goods Specification supplied by the Customer;

5.3.4 - the Customer alters or repairs such Goods without the written consent of the Supplier;

5.3.5 - the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;

5.3.6 - the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;

5.3.7 - the Customer fails to comply with the notification and returns requirements in clause 5.2;

5.3.8 - the defect or deterioration arises after delivery because of expiry, stock rotation, storage, transport, display or handling by the Customer or any third party;

5.3.9 - the Customer fails to comply with any batch, traceability, recall or regulatory requirements;

5.3.10 - the Goods have been sold after their expiry date or contrary to any sell-by, use-by or recommended sale period; or

5.3.11 - the issue is cosmetic or otherwise immaterial and does not materially affect the safety, lawful sale or ordinary use of the Goods.

5.4 - Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of

5.5 - The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.6 - These Conditions shall apply to any repaired or replacement Goods but no repair or replacement shall extend the original warranty period unless the Supplier expressly agrees otherwise in writing.

5.7 - Except where Goods do not comply with clause 5.1 or the Supplier expressly agrees otherwise in writing, Goods are supplied on a firm-sale basis and are not returnable because they are slow-moving, unwanted, over-ordered, discontinued or no longer capable of being resold by the Customer.

6. TITLE AND RISK

6.1 - The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 - Title to the Goods shall not pass to the Customer until the later of: completion of delivery; and the Supplier receiving payment in full, in cleared funds, for the Goods; and all other sums that are due and payable by the Customer to the Supplier.

6.3 - Until title to the Goods has passed to the Customer, the Customer shall:

6.3.1 - store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

6.3.2 - not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.3 - maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

6.3.4 - notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.1;

6.3.5 - give the Supplier such information relating to the Goods as the Supplier may require from time to time;

6.3.6 - not pledge, charge, encumber or grant any security interest over the Goods;

6.3.7 - permit the Supplier, on reasonable notice, to inspect the Goods and the premises where they are stored;

6.3.8 - keep records sufficient to identify the Goods and the proceeds of any resale.

6.4 - Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

6.4.1 - it does so as principal and not as the Supplier’s agent; and

6.4.2 - title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

6.5 - If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 11.1, fails to pay any amount when due, exceeds its credit limit or the Supplier withdraws credit facilities, then, without limiting any other right or remedy the Supplier may have, the Supplier may:

6.5.1 - the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

6.5.2 - the Supplier may at any time: require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

6.6 - The Customer irrevocably authorises the Supplier and its representatives to enter any premises under the Customer’s ownership or control, during normal business hours and on reasonable notice where practicable, to inspect or recover Goods or Supplier’s Equipment to which the Supplier retains title. The Customer shall procure equivalent access rights to any third-party premises at which those items are stored.

7. SUPPLY OF SERVICES

7.1 - The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.

7.2 - The Customer must ensure that any information it provides in a service specification is complete and accurate.

7.3 - The Customer shall be responsible for the completeness and accuracy of all Customer Materials and instructions relating to the Services and shall reimburse the Supplier for any reasonable additional costs incurred because they are incomplete, inaccurate or provided late. The Customer shall indemnify the Supplier against third-party claims arising from the Supplier’s proper use of Customer Materials in accordance with the Contract. This clause 7.3 shall survive termination of the Contract.

7.4 - The Supplier shall use all reasonable endeavours to meet any performance dates for the Services agreed in writing, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.5 - The Supplier reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

7.6 - The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

7.7 - Where the Services depend on the acts, decisions, approvals, systems or timescales of any governmental authority, regulator or third party, the Supplier shall not be responsible for any delay, refusal or outcome caused by that authority, regulator or third party.

8. CUSTOMER’S OBLIGATIONS

8.1 - The Customer shall:

8.1.1 - ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification are complete and accurate;

8.1.2 - co-operate with the Supplier in all matters relating to the Services;

8.1.3 - provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;

8.1.4 - provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

8.1.5 - obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

8.1.6 - comply with all applicable laws;

8.1.7 - comply with any additional obligations as set out in the Service Specification and the Goods Specification;

8.1.8 - comply with all Applicable Laws relating to the purchase, possession, storage, marketing, display, promotion, supply and resale of the Goods;

8.1.9 - obtain and maintain all registrations, licences, approvals, permissions and authorisations required for its business and for the purchase, possession, storage, marketing and resale of the Goods;

8.1.10 - ensure that Regulated Products are sold only to persons legally entitled to purchase them and implement all legally required age-verification and age-of-sale controls;

8.1.11 - not make any statement, claim or representation about the Goods that is inaccurate, misleading, unauthorised or inconsistent with information supplied or approved by the Supplier or manufacturer;

8.1.12 - comply promptly with all instructions issued by the Supplier concerning product safety, traceability, storage, sale, withdrawal, quarantine or recall;

8.1.13 - maintain complete and accurate records sufficient to identify the quantity, batch and destination of Goods received, held and resold by the Customer;

8.1.14 - immediately notify the Supplier of any actual or suspected product defect, adverse incident, illegal product, counterfeit product, regulatory investigation, enforcement action or complaint that may affect the Goods, the Supplier or any relevant brand;

8.1.15 - store and handle the Goods securely and in accordance with the Supplier’s instructions, product labelling, Applicable Laws and good industry practice;

8.1.16 - operate appropriate stock-rotation procedures and not offer for sale any expired, damaged, recalled, non-compliant or deteriorated Goods;

8.1.17 - comply with all applicable anti-bribery, anti-money laundering, sanctions, modern slavery and competition laws;

8.1.18 - not do or omit to do anything that may expose the Supplier, any member of its Group, a manufacturer or brand owner to criminal, civil, regulatory or reputational liability; and

8.1.19 - provide the Supplier promptly with such information and reasonable assistance as it requires to verify compliance with this clause.

8.2 - The Customer shall not:

8.2.1 - alter, dilute, refill, repackage, relabel, decant, combine, dismantle or otherwise modify the Goods as supplied by the Supplier. The Goods are intended to be sold and used as supplied, and any alteration of the Goods by the Customer (including, without limitation, dilution of syrup) will constitute a breach of the Conditions and clause 13 shall apply;

8.2.2 - copy, reverse engineer, disassemble, decompile, analyse, reproduce or modify the Goods, except to the extent that such restriction is prohibited by law;

8.2.3 - use confidential information, specifications or other material supplied by the Supplier to develop, manufacture or procure goods that copy or materially reproduce the Goods or infringe any Intellectual Property Rights;

8.2.4 - resell or supply the Goods other than through the sales channels, customer categories or locations permitted in the Cover Sheet or otherwise approved by the Supplier in writing. Unless expressly restricted in the Cover Sheet, the Customer may resell the Goods in the ordinary course of its business within the United Kingdom;

8.2.5 - sell or supply any Goods that the Customer knows or ought reasonably to know are counterfeit, stolen, unlawfully imported, non-compliant, subject to a Product Recall or otherwise unlawful;

8.2.6 - remove, obscure, alter or interfere with any batch code, serial number, duty stamp, security feature, regulatory marking, warning, label or traceability information;

8.2.7 - use the Goods, Trade Marks or Supplier’s Designs in any unlawful, misleading, offensive or reputationally damaging manner;

8.2.8 - sell the Goods outside the United Kingdom or to any person where the Customer knows or reasonably suspects that the Goods are intended for export, without the Supplier’s prior written consent;

8.2.9 - sell Regulated Products through any marketplace, social-media platform, vending machine or other channel prohibited by Applicable Laws or expressly prohibited by the Supplier in writing; or

8.2.10 - represent itself as the Supplier’s agent, partner, franchisee or authorised representative unless expressly authorised in writing.

8.3 - If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

8.3.1 - without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

8.3.2 - the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 8.3; and

8.3.3 - the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

8.4 - On reasonable notice, the Supplier may inspect the Customer’s relevant premises, stock, Supplier’s Equipment, records, advertisements and sales materials to verify compliance with the Contract, investigate a safety or regulatory issue, protect its brands or conduct a Product Recall. No advance notice shall be required where the Supplier reasonably considers that urgent action is necessary to protect health, safety, regulatory compliance or the Supplier’s property or brands.

8.5 - Where an inspection, investigation or audit identifies a material breach by the Customer, the Customer shall reimburse the Supplier’s reasonable costs of that inspection, investigation or audit and of any resulting corrective action.

9. PRICE AND PAYMENT

9.1 - The price of the Goods and / or Services shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.

9.2 - The Supplier may increase the price of Goods or Services at any time before delivery or performance to reflect:

9.2.1 - any increase in the Supplier’s costs caused by matters beyond its reasonable control, including foreign exchange movements, increases in transport, energy, labour, insurance, materials, manufacturing or third-party costs;

9.2.2 - any new or increased tax, excise duty, levy, tariff, regulatory charge, duty stamp cost or other Duty and Regulatory Cost;

9.2.3 - any change in Applicable Laws or requirements of a competent authority;

9.2.4 - any change requested by the Customer to the quantity, specification, delivery arrangements or timing of the Order; or

9.2.5 - any delay or additional work caused by the Customer.

9.3 - Unless expressly included in the agreed price, the Customer shall pay all Duty and Regulatory Costs applicable to the Goods or their supply. The Supplier may invoice such amounts separately or include them in the price of the Goods.

9.4 - Where, following delivery, any Goods require stamping, relabelling, reworking, repackaging, segregation, transport, storage, return, destruction or other action because of a change in Applicable Laws, the Customer shall be responsible for the Goods and all associated costs unless:

9.4.1 - the requirement arose from the Supplier’s breach of the Contract or Applicable Laws at the time of delivery; or

9.4.2 - the Supplier expressly agrees otherwise in writing.

If the Supplier agrees to undertake any such work, the Customer shall pay the Supplier’s reasonable labour, material, stamp, handling, transport, storage and third-party costs.

9.5 - The price of the Goods excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

9.6 - The price of Services excludes all associated third-party, governmental and regulatory costs, including the cost of materials, testing, notifications, submissions, registrations and applications required under Applicable Laws.

9.7 - All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

9.8 - The Supplier may invoice the Customer for Goods at any time after acceptance of the Order, including before delivery, on dispatch, on deemed delivery or after delivery. Services may be invoiced in advance, by instalments, on achievement of agreed milestones or following completion.

9.9 - The Customer shall pay the invoice in full and in cleared funds on the date of the invoice or within such other payment terms as agreed in writing. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence. Payment shall not be treated as received until the Supplier has received cleared funds. Any credit limit or payment terms allowed by the Supplier are discretionary and may be reduced, withdrawn or made subject to conditions at any time. The Supplier may require payment in advance, a deposit, direct debit, guarantee, security or other credit support where: the Customer exceeds or is likely to exceed its credit limit; any amount is overdue; credit insurance is unavailable, reduced or withdrawn; adverse credit or financial information becomes available; or the Supplier reasonably considers that payment may be at risk.

9.10 - If the Customer fails to pay any amount when due, the Supplier may charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment, whether before or after judgment. The Customer shall also pay any fixed compensation and reasonable debt-recovery costs to which the Supplier is entitled under the Late Payment of Commercial Debts (Interest) Act 1998. The Supplier may elect to claim either its contractual or statutory remedies but shall not recover twice for the same loss.

9.11 - The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

9.12 - The Customer shall notify the Supplier in writing of any genuine invoice dispute within seven calendar days after the invoice date, giving full details and supporting evidence. The Customer shall pay all undisputed amounts by the due date. Failure to notify the Supplier within that period shall not by itself prevent a valid claim but may be taken into account when assessing the evidence and costs arising from delay.

9.13 - The Supplier may apply any payment received from the Customer against any invoice, debt, interest, cost or other liability owed by the Customer in such order as the Supplier determines, notwithstanding any purported allocation by the Customer.

9.14 - Promotional Support is conditional upon the Customer: complying with the Contract and any applicable promotional or commercial agreement; completing the agreed activity fully and within the agreed period; providing reasonable evidence of completion and performance; and paying all sums due to the Supplier. Unless expressly agreed otherwise, Promotional Support is not earned until all applicable conditions have been satisfied.

9.15 - If Promotional Support has been paid, credited or deducted before it is earned, or if the Customer fails to perform the relevant activity, the Supplier may withdraw it, issue an invoice for its repayment or set it off against any amount payable to the Customer. This right is without prejudice to any claim for additional loss.

10. INTELLECTUAL PROPERTY AND BRAND USE

10.1 - All Intellectual Property Rights in or relating to the Goods, Services, Deliverables, Content, Supplier’s Designs and Trade Marks shall remain owned by the Supplier or the relevant manufacturer, brand owner or licensor. Nothing in the Contract transfers ownership of any such rights to the Customer.

10.2 - The Customer may use product descriptions, approved images, Trade Marks and other materials supplied by the Supplier solely to market and resell genuine Goods purchased from the Supplier, during the period in which the Customer is authorised to sell those Goods and strictly in accordance with:

10.2.1 - the Supplier’s written instructions and brand guidelines;

10.2.2 - Applicable Laws; and

10.2.3 - any restrictions imposed by the relevant manufacturer, brand owner or licensor.

10.3 - The permission in clause 10.2 is non-exclusive, revocable, non-transferable and does not permit the Customer to grant any sub-licence.

10.4 - The Customer shall obtain the Supplier’s prior written approval before creating or publishing any material that:

10.4.1 - materially modifies the Supplier’s approved content or branding;

10.4.2 - uses the Trade Marks alongside another brand in a way that suggests sponsorship, endorsement, partnership or affiliation;

10.4.3 - makes a product, health, environmental, performance or regulatory claim not already approved by the Supplier; or

10.4.4 - uses the Supplier’s name or Trade Marks in the Customer’s company name, domain name, social-media account or marketplace identity.

10.5 - The Customer shall not:

10.5.1 - alter, obscure or remove any Trade Mark, copyright notice, proprietary marking, batch code, regulatory marking or branding from the Goods or their packaging;

10.5.2 - register or attempt to register any name, mark, domain name, design or other right that is identical or confusingly similar to any Trade Mark;

10.5.3 - use any Intellectual Property Rights in a way that may damage their validity, distinctiveness, goodwill or reputation;

10.5.4 - use Content to train, develop or improve any artificial-intelligence or machine-learning model without the Supplier’s prior written consent; or

10.5.5 - represent that it owns, controls or has any broader rights in the Trade Marks or other Intellectual Property Rights.

10.6 - The Customer shall promptly notify the Supplier if it becomes aware of:

10.6.1 - actual or suspected infringement, misuse or counterfeiting affecting the Goods or Intellectual Property Rights; or

10.6.2 - any allegation that the Goods or authorised use of the Intellectual Property Rights infringes a third party’s rights.

10.7 - The Supplier or relevant rights owner shall decide whether and how to investigate or enforce Intellectual Property Rights. The Customer shall provide reasonable assistance requested by the Supplier. The Supplier shall reimburse the Customer’s reasonable, pre-approved external costs unless the matter results from the Customer’s act, omission or breach.

10.8 - The Supplier may require the Customer to amend, remove or cease using any advertising, listing, website, social-media content, marketplace content or promotional material that the Supplier reasonably considers unlawful, inaccurate, misleading, unauthorised, outdated or damaging to the Goods, the Supplier or any relevant brand.

10.9 - On request or termination of the Customer’s authority, the Customer shall immediately stop using the relevant Trade Marks, Supplier’s Designs and Content, except to the limited extent reasonably necessary to sell remaining genuine stock with the Supplier’s written approval.

10.10 - The Customer grants the Supplier a non-exclusive, royalty-free licence to use, reproduce and modify Customer Materials solely to perform the Contract. The Customer warrants that the Supplier’s authorised use of Customer Materials will not infringe any third-party rights.

11. TERMINATION

11.1 - Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:

11.1.1 - the Customer commits a material breach of the Contract and the breach is incapable of remedy; or if capable of remedy, the Customer fails to remedy it within seven days after written notice;

11.1.2 - the Customer 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), 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;

11.1.3 - the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;

11.1.4 - the Customer's financial position deteriorates to such an extent that where the Supplier reasonably considers the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;

11.1.5 - the Customer fails to meet any minimum purchase, performance, distribution, promotional or other target expressly stated to be a condition of continued supply or termination right in the Cover Sheet;

11.1.6 - the Customer breaches clauses 8.1.8 to 8.1.18, 8.2, 10 or 15;

11.1.7 - the Customer’s registration, licence, permission or authority required to sell or handle the Goods is suspended, withdrawn or expires;

11.1.8 - the Supplier reasonably suspects fraud, bribery, money laundering, sanctions infringement, unlawful trading, diversion, counterfeiting or other serious misconduct;

11.1.9 - the Customer sells or offers Goods in breach of Applicable Laws or continues selling Goods after being instructed to stop;

11.1.10 - the Customer undergoes a change of control that the Supplier reasonably considers may adversely affect the relationship, regulatory compliance, credit risk or reputation of the Supplier or any relevant brand;

11.1.11 - any manufacturer, brand owner or licensor requires or reasonably requests the Supplier to stop supplying the Customer; or

11.1.12 - continued supply would, in the Supplier’s reasonable opinion, expose the Supplier or any member of its Group to material legal, regulatory, financial or reputational risk.

11.2 - The Supplier may suspend or withhold any delivery, Order, Service, credit facility, Promotional Support or other performance under the Contract or any other contract with the Customer if:

11.2.1 - any amount is overdue;

11.2.2 - the Customer exceeds its credit limit;

11.2.3 - the Supplier is entitled to terminate under clause 11.1;

11.2.4 - the Supplier reasonably believes that any such event is likely to occur;

11.2.5 - credit insurance is reduced, withdrawn or unavailable;

11.2.6 - the Supplier reasonably suspects a breach of Applicable Laws or a risk to product safety, traceability or brand reputation; or

11.2.7 - information or action reasonably required from the Customer has not been provided.

The Supplier shall not be liable for losses caused by a suspension properly exercised under this clause.

11.3 - Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

11.4 - On termination of the Contract for any reason the Customer shall:

11.4.1 - immediately pay all outstanding invoices, interest and other amounts due and, in respect of Goods delivered or Services supplied but not yet invoiced, the Supplier may issue an invoice which shall be payable immediately;

11.4.2 - return all of the Supplier’s Equipment. If the Customer fails to do so, then the Supplier may enter the Customer’s premises or any premises where the Supplier’s Equipment is stored and take possession of the Supplier’s Equipment. Until it has been returned or repossessed, the Customer shall be solely responsible for its safekeeping;

11.4.3 - immediately cease all use of the Supplier’s confidential information, Supplier’s Designs and Trade Marks except to the extent expressly authorised by the Supplier in writing; and

11.4.4 - comply with any directions issued by the Supplier concerning remaining stock, Product Recalls, Promotional Support, confidential information and brand materials.

11.5 - Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

11.6 - Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

12. LIMITATION OF LIABILITY

12.1 - Nothing in these Conditions shall limit or exclude the Supplier's liability for:

12.1.1 - death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

12.1.2 - fraud or fraudulent misrepresentation;

12.1.3 - breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

12.1.4 - defective products under the Consumer Protection Act 1987; or

12.1.5 - any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

12.2 - Subject to clause 12.1:

12.2.1 - the Supplier shall not be liable, whether in contract, tort including negligence, breach of statutory duty, misrepresentation, restitution or otherwise, for: loss of profit; loss of revenue, sales, business, contracts or opportunity; loss of anticipated savings; loss of goodwill or reputation; loss, corruption or restoration of data; or any indirect or consequential loss.

12.2.2 - the Supplier’s total aggregate liability arising out of or in connection with a Contract shall not exceed 100% of the price paid or payable by the Customer under the Order giving rise to the claim. If the claim does not relate to an identifiable Order, liability shall not exceed the charges paid or payable for the relevant Services during the 12 months preceding the event giving rise to the claim.

12.2.3 - The limitations and exclusions in this clause apply to each Contract separately and to all claims arising from the same or related events in aggregate.

12.2.4 - Nothing in the Contract limits the Customer’s obligation to pay the price, repay Promotional Support, pay Duty and Regulatory Costs, return Supplier’s Equipment or indemnify the Supplier under clauses 3.1, 13 or 15 to the extent expressly stated.

12.2.5 - The Supplier shall have no liability for a claim unless the Customer gives written notice describing the claim and, so far as reasonably practicable, the amount claimed: within six months after becoming aware of the circumstances giving rise to the claim; and in any event within 12 months after delivery of the relevant Goods or completion of the relevant Services. This clause does not apply to liability that cannot lawfully be limited.

13. INDEMNITIES AND INSURANCE

13.1 - The Customer shall indemnify the Supplier and each member of its Group against all liabilities, losses, damages, penalties, costs, claims and expenses, including reasonable legal and professional fees, suffered or incurred arising from:

13.1.1 - any alteration, dilution, repackaging, relabelling, misuse, unlawful storage, handling, marketing, promotion, supply or resale of the Goods by or on behalf of the Customer;

13.1.2 - the Customer’s breach of Applicable Laws relating to the Goods;

13.1.3 - any inaccurate, misleading or unauthorised statement or claim made by or on behalf of the Customer concerning the Goods, Supplier or relevant brand;

13.1.4 - any infringement of third-party rights caused by Customer Materials;

13.1.5 - the Customer’s failure to comply with a Product Recall, withdrawal, quarantine or traceability instruction;

13.1.6 - any death, personal injury, property damage or regulatory action caused by the Customer’s act or omission, except to the extent caused by the Supplier’s breach or negligence; and

13.1.7 - reasonable costs incurred by the Supplier in recovering overdue amounts or enforcing the Contract following a material breach by the Customer, to the extent not otherwise recovered under clause 9.10.

13.2 - Where an indemnity relates to a third-party claim, the Supplier shall:

13.2.1 - notify the Customer within a reasonable period after becoming aware of the claim;

13.2.2 - provide reasonable information and assistance at the Customer’s cost; and

13.2.3 - not settle the claim in a manner that admits liability on behalf of the Customer without the Customer’s consent, such consent not to be unreasonably withheld or delayed, provided that the Supplier may take any immediate action reasonably required to protect health, safety, regulatory compliance, its reputation or its legal position.

13.3 - The Customer shall maintain with reputable insurers appropriate insurance for its business and obligations under the Contract, including public liability, product liability and employer’s liability insurance where applicable. The Customer shall provide reasonable evidence of such insurance on request.

 

14. SUPPLIER’S EQUIPMENT

14.1 - From time to time, and at the absolute discretion of the Supplier, the Supplier may allow the Customer to use the Supplier’s Equipment, strictly in accordance with these Conditions.

14.2 - The Supplier’s Equipment shall at all times remain the property of the Supplier, and the Customer shall have no right, title or interest in or to the Supplier’s Equipment (save the right to possession and use of the Supplier’s Equipment subject to these Conditions).

14.3 - Risk of loss, theft, destruction or damage to Supplier’s Equipment shall pass to the Customer on delivery and remain with the Customer until the Equipment is returned to or recovered by the Supplier. The Customer shall be liable for the reasonable repair cost or, where repair is not economic or the Equipment is lost, the current replacement cost of the Equipment.

14.4 - The Customer shall:

14.4.1 - give immediate written notice to the Supplier in the event of any loss, accident or damage to the Supplier’s Equipment;

14.4.2 - ensure that the Supplier’s Equipment is kept and operated in a suitable environment;

14.4.3 - keep the Supplier’s Equipment in such location as determined by the Supplier;

14.4.4 - follow any instructions provided by the Supplier (whether written or oral) in respect of the Supplier’s Equipment;

14.4.5 - ensure that the Supplier’s Equipment is only stocked with goods provided by the Supplier;

14.4.6 - take such steps (including compliance with all safety and usage instructions provided) as may be necessary to ensure, so far as is reasonably practicable, that the Supplier’s Equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;

14.4.7 - keep the Supplier’s Equipment clean, secure and in good condition, fair wear and tear excepted, and make good any loss or damage caused by the Customer, its staff, contractors, customers or visitors;

14.4.8 - make no alteration to the Supplier’s Equipment and shall not remove any existing components from the Supplier’s Equipment;

14.4.9 - keep the Supplier fully informed of all material matters relating to the Supplier’s Equipment;

14.4.10 - permit the Supplier or its duly authorised representative to inspect the Supplier’s Equipment at all reasonable times and for such purpose to enter onto the Customer’s premises or any premises at which the Supplier’s Equipment may be located, and shall grant reasonable access and facilities for such inspection;

14.4.11 - not, without the prior written consent of the Supplier, part with control of (including for the purposes of repair and maintenance), sell or offer for sale, underlet or lend the Supplier’s Equipment, or allow the creation of any mortgage, charge, lien or other security interest in respect of it;

14.4.12 - not, without the prior written consent of the Supplier, attach the Supplier’s Equipment to any land or building so as to cause the Supplier’s Equipment to become a permanent or immovable fixture on such land or building;

14.4.13 - not do or permit to be done any act or thing which will or may jeopardise the right, title and / or interest of the Supplier in the Supplier’s Equipment;

14.4.14 - not suffer or permit the Supplier’s Equipment to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process;

14.4.15 - not use the Supplier’s Equipment for any unlawful purpose;

14.4.16 - ensure that at all times the Supplier’s Equipment remains identifiable as being the Supplier’s property;

14.4.17 - deliver up the Supplier’s Equipment immediately on demand by the Supplier at any time, or if necessary allow the Supplier or its representatives access to the Customer’s premises or any premises where the Supplier’s Equipment is located for the purpose of removing the Supplier’s Equipment; and

14.4.18 - insure the Supplier’s Equipment for its full replacement value against theft, fire, accidental damage and other usual commercial risks and provide evidence of cover on request.

14.5 - The Supplier may invoice the Customer for the repair or replacement cost of lost, stolen, destroyed, damaged, altered or unreturned Supplier’s Equipment. That invoice shall be payable in accordance with clause 9.

14.6 - The Supplier may remove, replace, relocate or modify Supplier’s Equipment at any time. The provision of Equipment does not guarantee continued supply, exclusivity or any minimum level of business.

15. PRODUCT SAFETY, WITHDRAWAL AND RECALL

15.1 - The Customer shall maintain systems and records sufficient to identify:

15.1.1 - the quantity, batch or other identifying details of Goods received from the Supplier;

15.1.2 - the quantity of those Goods held in stock; and

15.1.3 - so far as reasonably practicable for a business of the Customer’s nature, the customers or locations to which those Goods have been supplied.

15.2 - The Customer shall immediately notify the Supplier if it becomes aware of:

15.2.1 - any actual or suspected defect, contamination, tampering, counterfeiting, adverse event, safety issue or regulatory non-compliance affecting the Goods;

15.2.2 - any enquiry, investigation, notice or action by a competent authority relating to the Goods; or

15.2.3 - any circumstance that may reasonably require Goods to be quarantined, withdrawn or recalled.

15.3 - The Customer shall not initiate or publicly announce a Product Recall relating to the Goods without first consulting the Supplier, except where immediate action is legally required. Nothing in this clause prevents the Customer from complying with Applicable Laws or the lawful direction of a competent authority.

15.4 - Where the Supplier, manufacturer, brand owner or competent authority initiates or requires a Product Recall, the Customer shall immediately:

15.4.1 - stop selling and distributing the affected Goods;

15.4.2 - identify, segregate and securely quarantine them;

15.4.3 - comply with all reasonable instructions concerning notices, returns, collection, correction, disposal and communications;

15.4.4 - provide relevant stock, sales, batch, location and customer information;

15.4.5 - preserve relevant Goods, packaging, records and evidence; and

15.4.6 - provide all reasonable assistance requested by the Supplier.

15.5 - The party whose breach, negligence or unlawful act caused the Product Recall shall bear the reasonable and properly incurred costs of the recall to the extent caused by that party. Where no breach or fault is established, each party shall bear its own internal costs unless otherwise agreed.

15.6 - The Customer shall indemnify the Supplier against the reasonable costs and liabilities of a Product Recall to the extent caused or increased by:

15.6.1 - the Customer’s breach of the Contract or Applicable Laws;

15.6.2 - alteration, misuse, improper storage, handling, marketing or resale of the Goods after delivery;

15.6.3 - failure to maintain traceability records; or

15.6.4 - failure to comply promptly with an instruction under this clause.

15.7 - The Supplier may communicate directly with competent authorities, manufacturers, brand owners, the Customer’s customers and the public where the Supplier reasonably considers this necessary for safety, legal or regulatory reasons.

16. FORCE MAJEURE

16.1 - Neither party shall be in breach of the Contract or liable for delay or failure to perform an obligation, other than an obligation to pay an amount already due, where the delay or failure results from a Force Majeure Event.

16.2 - The affected party shall: notify the other party as soon as reasonably practicable; take reasonable steps to reduce the effect of the Force Majeure Event; and resume performance as soon as reasonably practicable.

16.3 - The Supplier may allocate available stock, materials, manufacturing capacity and transport among its customers in such manner as it reasonably considers appropriate during a Force Majeure Event.

16.4 - If a Force Majeure Event prevents material performance for more than 60 consecutive days, either party may terminate the affected Order by giving 14 days’ written notice. Termination shall not affect payment for Goods delivered, Services performed or costs irrevocably incurred before termination.

17. GENERAL

17.1 - Assignment and other dealings

17.1.1 - The Supplier may assign or transfer the Contract to any member of its Group or to any person acquiring all or a material part of the Supplier’s business or assets.

17.1.2 - The Customer may not assign, transfer, mortgage, charge, subcontract, 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 Supplier.

17.2 - Confidentiality

17.2.1 - The Customer shall keep confidential all non-public commercial, financial, operational, technical and other information relating to the Supplier or any member of its Group, including prices, discounts, rebates, Promotional Support, product plans, customer information, sales information, forecasts, specifications, designs, processes and the terms of the Contract.

17.2.2 - The Customer may disclose the Supplier's confidential information:

17.2.2 - The Customer may disclose the Supplier's confidential information:

17.2.2.1 - to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Customer's rights or carrying out its obligations under or in connection with this Contract. The Customer shall ensure that its employees, officers, representatives or advisers to whom it discloses the Supplier's confidential information comply with this clause 17.3; and

17.2.2.2 - as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.2.3 - The Customer shall not use the Supplier's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.

17.2.4 - The obligations in this clause do not apply to information that the Customer can demonstrate: is or becomes public other than through breach of the Contract; was lawfully known to the Customer without restriction before disclosure; or was lawfully obtained from a third party without a duty of confidentiality.

17.3 Data protection. Each party shall comply with applicable data-protection laws in relation to personal data processed in connection with the Contract. Unless otherwise agreed in writing, each party acts as an independent controller of business contact and account-management information it receives from the other. The Customer shall ensure that it is entitled to provide all personal data supplied to the Supplier.

17.4 Entire agreement

17.4.1 - This Contract constitutes the entire Contract between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

17.4.2 - Each party agrees that it 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 Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

17.5 Variation

17.5.1 - No variation of an existing Order or Contract shall be effective unless agreed in writing by authorised representatives of both parties.

17.5.2 - The Supplier may amend these Conditions for future Orders by publishing or providing an updated version to the Customer. The Conditions in force when an Order is accepted shall apply to that Order.

17.5.3 - A change required by Applicable Laws may be applied to existing Contracts to the minimum extent reasonably necessary to ensure compliance, on written notice to the Customer.

17.6 Waiver

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.7 Severance

17.7.1 - If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

17.7.2 - If any provision or part-provision of the Contract is deemed deleted under clause 17.7.1 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.

17.8 Notices

17.8.1 - Any notice under or in connection with the Contract shall be in writing and delivered personally, sent by pre-paid next-working-day delivery service, commercial courier or email to the registered office or principal place of business of the recipient or to any postal or email address notified for contractual notices. A notice shall be deemed received: if delivered personally, when left at the relevant address; if sent by next-working-day delivery service, at 9.00 am on the second Business Day after posting; if delivered by courier, at the time shown on the courier’s delivery record; and if sent by email, at the time of transmission, provided that no automated failure or non-delivery message is received, or, if sent outside 9.00 am to 5.00 pm on a Business Day, at 9.00 am on the next Business Day.

17.8.2 - The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

17.8.3 - Any notice given under or in connection with the Contract shall be in the English language.

17.9 Electronic execution. The Contract, Cover Sheet and any variation may be executed using an electronic signature and in counterparts. Each counterpart shall constitute an original and together they shall constitute one instrument.

17.10 Third party rights. A member of the Supplier’s Group may enforce clause 13 under the Contracts (Rights of Third Parties) Act 1999. Except as expressly provided in this clause, no person other than a party to the Contract shall have any right under that Act to enforce any term of the Contract. The parties may vary or terminate the Contract without the consent of any third party.

17.11 Governing law. 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, shall be governed by and construed in accordance with the laws of England.

17.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

17.13 Language. The Contract is drafted in the English language. If the Contract is translated into any other language, the English language text shall prevail.

17.14 Relationship. Nothing in the Contract creates a partnership, joint venture, franchise, fiduciary relationship or agency between the parties. Neither party has authority to bind the other.

 

Version and Date: V4.0 (July 2026)
Date: 13 July 2026