ONLINE TERMS & CONDITIONS OF SUPPLY OF GOODS
1. About us
1.1 Company details. Tavern Snacks Limited (company number 09989324) (we and us), is a company registered in England and Wales and our registered office is at Priory House, Gildersome Spur, Morley, Leeds, LS27 7JZ. Our VAT number is 233163732. We operate the website www.tavernsnacks.com
1.2 Contacting us. To contact us, please telephone our Sales team at 020 8858 433 or email firstname.lastname@example.org How to give us formal notice of any matter under the Contract is set out in clause 14.2.
2. Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to any order by you for the supply of goods from us (Contract). No other terms are implied by trade, custom, practice or course of dealing.
2.2 For the avoidance of doubt, each order made by you for the supply of goods which is accepted by us in accordance with clause 3.4 shall constitute a separate Contract.
2.3 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.4 Language. These Terms and the Contract are made only in the English language.
2.5 Your copy. You should print a copy of these Terms or save them to your computer for future reference.
3. Placing an order and its acceptance
3.1 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.
3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.3 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.
3.4 Accepting your order. Our acceptance of your order takes place when we send an email to you to confirm we accept it, at which point the Contract between you and us will come into existence.
3.5 If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email or telephone and we will not process your order.
4. Our Goods
4.1 The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.
4.2 The packaging of your Goods may vary from that shown on images on our site.
5.1 You may only cancel your order if it has not already been accepted by us in accordance with clause 3.4.
5.2 To cancel your order, you must contact our Sales team by telephone on 020 8858 433.
6. Delivery, transfer of risk and title
6.1 Once we have accepted your order, we will give you an estimated delivery date. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 13 (Events outside our control) for our responsibilities when this happens.
6.2 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time.
6.3 We shall continue to own the Goods and title to the Goods shall not pass to you until the earlier of:
(a) we receive payment in full (in cash or cleared funds) for the Goods; and
(b) you resell the Goods, in which case title to the Goods shall pass to you at the time specified in clause 6.5(b).
6.4 Until title to the Goods has passed to you, you shall:
(a) store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify us immediately if you become subject to any of the events listed in clauses 12.1(c) and 12.1(d); and
(e) give us such information as we may reasonably require from time to time relating to:
(i) the Goods; and
(ii) your ongoing financial position.
6.5 Subject to clause 6.6, you may resell the Goods in the ordinary course of your business (but not otherwise) before we receive payment in full for the Goods. However, if you resell the Goods before we receive payment in full:
(a) you do so as principal and not as our agent; and
(b) title to the Goods shall pass from us to you immediately before the time at which the resale occurs.
6.6 At any time before title to the Goods passes to you, we:
(a) may by notice in writing, terminate your right under clause 6.5 to resell the Goods; and
(b) require you to deliver up all the Goods in your possession that have not been resold and if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
6.7 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
6.8 If you fail to take delivery of the Goods, we may resell part of, or all the Goods and after deducting any reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods.
7. No international delivery
7.1 Unfortunately, we do not deliver to addresses outside the UK.
7.2 You may place an order for Goods from outside the UK, but this order must be for delivery to an address in the UK.
8. Price of goods and delivery charges
8.1 The prices of the Goods will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 8.5 for what happens if we discover an error in the price of Goods you ordered.
8.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
8.3 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
8.4 The price of the Goods does not include delivery charges. Our delivery charges will be advised to you before you confirm your order.
8.5 It is always possible that, despite our efforts, some of the Goods on our site may be incorrectly priced. If we discover an error in the price of the Goods you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order.
9. How to pay
9.1 Unless you have an account set up with us and different payment terms are agreed by us in writing, payment for the Goods will be taken on delivery.
10. Our warranty for the goods
10.1 The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.
10.2 We provide a warranty that on delivery, the Goods shall:
(a) subject to clause 4, conform in all material respects with their description;
(b) be free from material defects;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by us.
10.3 Subject to clause 10.4, if:
(a) you give us notice in writing within two days of delivery that some or all of the Goods do not comply with the warranty set out in clause 10.2;
(b) we are given a reasonable opportunity of examining the Goods; and
(c) if we ask you to do so, you return the Goods to us at our cost,
we will, at our option, replace the defective Goods or refund the price of the defective Goods in full.
10.4 We will not be liable for breach of the warranty set out in clause 10.2 if:
(a) you make any further use of the Goods after giving notice to us under clause 10.3;
(b) the defect arises as a result of us following any specification supplied by you;
(c) you alter the Goods without our written consent;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage conditions; or
(e) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
10.5 We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 10.2 to the extent set out in this clause 10.
10.6 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.
10.7 These Terms also apply to any replacement Goods supplied by us to you.
11. Our liability: your attention is particularly drawn to this clause
11.1 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.2 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
11.3 Subject to clause 11.2, we will under no circumstances be liable to you for:
(a) any loss of profits, sales, business, or revenue;
(b) loss of goodwill; or
(c) any indirect or consequential loss.
11.4 Subject to clause 11.2, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the aggregate price paid by you to us for the Goods.
11.5 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
12.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within seven days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your 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 your 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;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
12.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
12.3 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.
13. Events outside our control
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
13.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
13.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at your cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
14. Communications between us
14.1 When we refer to "in writing" in these Terms, this includes email.
14.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
14.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
14.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
14.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15.1 Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to any company in our Group (as defined below).
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
For the purpose of this clause 15.1, the term Group shall mean Montagu Group Limited and each of its subsidiary companies from time to time (within the meaning of section 1159 of the Companies Act 2006).
15.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
15.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
15.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
15.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
15.6 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.