Terms and Conditions of Sale
Sweet Cures and Trade Purchasers
In this document the following words shall have the following meanings:
- "Buyer" means the Organisation or person who buys Goods from the Seller;
- "Goods" means the articles to be supplied to the Buyer by the Seller;
- "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trademarks, websites, know-how and all other forms of intellectual property. Wherever in the world, these will be upheld as enforceable Property Rights;
- "List Price" means the list of wholesale prices maintained by the Seller subject to amendment from time to time;
- "Seller" means Sweet Cures® , Unit 7 Pyramid Ct Rosetta Way, York.
- Agreed selling price refers to agreement on lowest retail price that may not undercut retail prices offered by Sweet Cures own retail outlets online.
- These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
- These Terms and Conditions are available on request by email from the Seller or can be viewed at www.sweet-cures.com The Seller reserves the right to amend the Terms and Conditions from time to time without directly notifying previous Buyers.
- Acceptance of sales order confirmation or pro forma invoice of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Terms &Conditions.
- Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
- The Seller reserves the right to alter prices or modify goods and packaging from time to time without directly notifying Buyers. Products illustrated in all of the Seller's literature and websites are done as accurately as possible.
PRICE AND PAYMENT
- The price shall be that in the Seller's current Trade List Price, or such other price as the parties may agree in writing or by phone. VAT will be applied appropriately (outside of the EEC, VAT free within Europe and the UK) and will include other applicable costs. VAT Registration No is 847878555. All goods are sold ex carriage to be paid for by the Buyer.
- Payment of the price and VAT and any other applicable costs shall be done before delivery or within 30 days of the date the Seller invoice subject to approved credit terms. Credit terms can be removed by the Seller at any time and without explanation.
- The Seller shall be entitled to charge interest at their discretion on overdue invoices from the date when payment becomes due from day to day until the date of payment at a statutory rate not exceeding 8.5% per annum above the base rate of the Bank of England.
- If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
- payment in advance of delivery in relation to any Goods not previously delivered;
- refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
- Terminate business and seek compensation.
- Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer within the timescale specified by the Seller.
- Standard delivery is conducted using a third party courier. Delivery times vary according to each mode of transportation agreed available.
- The delivery period specified by the Seller is an estimate only and shall not be of the essence of the contract.
- The Seller will use all reasonable efforts to meet any stated delivery period or booked delivery date. In any event, time of delivery period or delivery booking shall not be of the essence and the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any third party arising directly or indirectly out of any failure to meet any estimated delivery period or date.
- If the Seller is unable to complete delivery whilst the Goods are in transit for reasons beyond their control (wrong address given, no one to receive order etc.) then the Buyer shall be liable for any wasted delivery expenses incurred by the Seller.
- Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller's premises. All reasonable steps will be taken to ensure delivery goes well.
- Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
CANCELLATION AND RETURNS
- During delivery the Buyer shall inspect the packaging for visible signs of transit damage before signing any delivery receipt document. In the event of visible signs of transit damage the Buyer must clearly sign the goods received as ‘damaged' on the delivery receipt document before signing. The Buyer shall then notify the Seller within 24 hours.
- The Buyer shall inspect the Goods immediately upon receipt and shall notify the Seller within 24 hours of delivery if the Goods are transit damaged. Goods that are defective or do not comply with any part of the Contract, must be reported to the Seller within 7 days of delivery.
- Where a claim of defect or damage is made then it shall be the responsibility of the Seller to collect the faulty Goods and the Buyer shall be entitled to replacement Goods or a full refund (including delivery costs, if applicable).
- Goods to be returned must be fully re-packaged and sealed in the original packaging format clearly showing the order number obtained from the Seller.
- Goods to be returned must be available for the Seller to collect between the hours of 10.00 to 17.30 Monday to Friday at the Buyer's premises or the address of the original delivery.
- Where returned Goods are found to be damaged due to the Buyer's fault the Buyer will be liable for the cost of remedying such damage.
- Changes may be made from time to time to ensure compliance with applicable statutory or regulatory requirements
1) Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace defective Goods free of charge within a month from the date of delivery, subject to the following conditions:
- the Buyer notifying the Seller immediately upon the defect becoming apparent;
- the defect being due to content, materials or packaging of the Seller.
- any goods to be replaced shall be at the Buyer’s expense, as agreed.
2) Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer.
3) The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.
4) The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein.
1) No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
- the correspondence of the Goods with any description;
- the quality of the Goods
- the fitness of the Goods for any purpose whatsoever
- No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:
- the correspondence of the Goods with any description;
- the quality of the Goods; or
- the fitness of the Goods for any purpose whatsoever.
- All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.
LIMITATION OF LIABILITY
Where any court or arbitrator determines that any part of this contract above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.
Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude reasonable liability on the part of the Seller.
1) The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
RELATIONSHIP OF PARTIES
1) Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
ASSIGNMENT AND SUB-CONTRACTING
1)The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
1)The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
1)If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
INTELLECTUAL PROPERTY AND RIGHT TO USE IT
1)The Buyer acknowledges and agrees that all copyright, trademarks and all other intellectual property rights in all the Seller's literature and websites shall remain at all times solely owned by the Seller. The Buyer is permitted to use this material only as expressly permitted in writing by the Seller. The Buyer acknowledges and agrees that the material and content contained within the website is made available for personal non-commercial use only and the Buyer may (if necessary to make a purchase on the website) download such material and content. Any other use of the material and content of the website is strictly prohibited. The Buyer agrees not to (nor to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit (for example, promotion through google AdWords) or create derivative works of such material and content.
WEBSITE USE AND LINKS
1) Access to and use of the Sellers websites are subject to these Terms and Conditions. The Buyer agrees that use of these website services is entirely at the risk of the Buyer.
2) By using the Sellers websites the Buyer agrees not to attempt to undermine the web site's functionality and integrity
3) The Sellers websites may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that we are not responsible for the content or availability of any such sites.
4) The Buyer agrees to not commercially undermine the Sellers’s products by own branding/copycat product placing, and if own branding copycat products are sold, the Buyer agrees to desist from advertising the Seller’s products immediately.
GOVERNING LAW AND JURISDICTION
1)Nothing in these Conditions shall limit or exclude either Party's liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable), fraud or fraudulent misrepresentation, or in respect of any matter where it would be unlawful to exclude or restrict liability.
2) This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to its jurisdiction.
FULFILLED BY AMAZON (FBA) / THIRD PARTY AGREEMENTS / EXCLUSIVITY CONTRACTS
Exclusivity contracts are already in place for Amazon’s ‘fulfilled by amazon’ service in the UK and exclusivity contracts are also in place for other countries / regions.
Buyers must not commit to fulfilled by Amazon arrangements in the UK and to discuss any other third-party terms and / or the countries / regions outside of the UK that the Buyer is intending to sell to with Sweet Cures.
The seller retains the rights to remove buyers from any third-party agreements, without notice – wherever a pre-existing exclusivity contract is not in place between the seller and the buyer. Costs incurred from exiting third party site contracts and / or any other incurred payments, where the buyer has no agreement with us are the responsibility of the buyer.
Exclusivity contracts are subject to a yearly review and renewal process. Buyers with existing exclusivity contracts will be given 30 days’ notice of any changes to the contract.