All orders for goods accepted by FlavorActiV Limited [the vendor] are accepted subject to the following conditions which shall form part of and govern the contract of sale. Any term sought to be imposed by a purchaser [the customer] either in a document or otherwise that conflicts with or add to these conditions is not accepted. No agent or representative of the vendor has authority to vary these conditions unless in writing by the directors of the vendor.
In these standard terms and conditions (“conditions”) and all other documents forming part of the Contract the following words will have the following meanings: Confidential information Information, trade secrets, customer information, disclosed by either party (the customer or the vendors) or their associates or becomes known to either party during the course of business under the contract during the provision of services, in any format or medium.
Contract The agreement concluded between the vendor and the customer for the provision of services and sale of goods.
Customer The individual, company, firm or other party that is contracting for the supply of goods and provision of services with the vendor.
Director The authorised person for the vendor and recognised by the Companies House in the United Kingdom as having authority within the vendor’s organisation.
Effective date The date of signature of this contract.
Intellectual property rights (IPR) Know-how, trademarks, designs, confidential information, patents or other similar information that may be deemed intellectual property by either party.
Parties The customer and the vendor collectively.
Payment The amount of monies due for payment of the goods or services from the customer to the vendor.
Price The value of the goods or services presented by the vendor to the customer.
Personal and Private Data Personal and Private data as defined by the EU, General Data Protection Regulation and the Information Commissioner’s Office.
Samples Materials, substances, services provided to the customer by the vendor or vice versa as evaluation material.
The Goods Products sold to the customer by the vendor under this agreement.
The Services Services administered to the customer by the vendor under this agreement.
The Vendor FlavorActiV Limited, UK registered company, Sanderum House.
2. Payment and Price
a. The vendor reserves the right to vary the quoted price for the goods in accordance with market conditions at the date of actual sale and the purchaser shall pay such additions to the quoted price. Price lists do not constitute an offer.
b. All invoices are due for payment on the date shown on the invoice. Payment is to be made in GBP unless otherwise agreed in writing by a director.
c. All overdue accounts will be charged, on a daily basis, commercial interest at 5% above the base rate of Barclays Bank plc obtaining at the time.
d. Credit terms may be extended to all recognised companies. We reserve the right to refuse or withdraw credit facilities.
e. All credit orders must be in writing using the official stationary of the purchaser. We reserve the right to surcharge for credit orders.
f. Our payment terms are 30 days from the date of invoice unless any variation is accepted in writing by us.
g. The title to the property of goods shall remain with the vendor and ownership will not pass to the purchaser until confirmation of cleared funds.
h. Payment is accepted in GBP, USD and Euro, no other currencies are accepted.
i. The purchaser is to provide contact details for delivery and account details for invoicing before their first order is dispatched.
j. First time orders from new purchasers require payment upfront via credit or debit card.
3. Availability of Goods
a. The date named for dispatch or delivery is intended as an estimate only and is not to be of the essence of the contract. If, owing to non-availability of the goods or any cause beyond the vendor’s control, the vendor shall be unable to effect delivery hereunder, the vendor shall be at liberty to determine the contract or part thereof by giving notice in writing to the purchaser.
b. The purchaser shall obtain all necessary import licenses, clearances or other consents for the purchase of the goods, or for their use in the proposed territory of use.
4. Use of the Goods
a. The purchaser will use the Goods as intended – for beverage sensory training or sensory proficiency
b. The purchaser will follow and comply with all usage instructions
c. The purchaser recognises that the Goods supplied are not food items but are fit for use in beverage sensory training due to the use of pharmaceutical quality systems involved in their manufacture
d. The purchaser will hold the vendor free from all encumbrances and liabilities if the purchaser has not followed instructions for use of the Goods correctly
e. The purchaser will dispose of the goods in a suitable way as instructed
5. Property and Risk
For so long as any amounts remain owing from the purchaser to the vendor, in respect of any consignment of goods whether immediately due or not, title to the goods in that consignment shall remain in the vendor and ownership will not pass to the purchaser until the vendor has received payment in full. At any time after the due date for payment from the purchaser to the vendor, and so long as such amounts have not been received by the vendor in full, the vendor, at the purchaser’s expense, shall have the right to enter the purchaser’s premises and remove therefrom all goods which remain the property of the vendor.
6. Design Variations
Whilst the vendor makes every effort to ensure that goods supplied correspond with the specification or description provided, the vendor is not responsible for the minor variations in specification, or other design features, and no such minor variation shall entitle the purchaser to rescind the contract or shall be the subject of any claim against the vendor, by the purchaser.
7. Intellectual Property Rights
a. The purchaser shall not attempt to; reverse engineer, deconstruct or use the goods in such