R&R ICE CREAM UK LIMITED
PURCHASE TERMS AND CONDITIONS (Raw
materials)
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: these terms and conditions set out in clause
1 to clause 14 (inclusive).
Contract: the contract between R&R and the Supplier
for the sale and purchase of the Goods in accordance with the Order, the Supplier
Code, the Supplier Specification and these Conditions (and any appendices
thereto).
Data Protection
Legislation: any applicable legislation concerning the
processing of data;
Delivery Date: the date specified for delivery of an Order,
in accordance with clause 3.2.
Delivery Location: the address for delivery of the Goods, as set
out in the Order.
Froneri: means Froneri Limited (company number 10136349) the
parent company of R&R.
Goods: the goods (or any part of them) as set out in
the Order.
Incoterms 2010:
the International Chamber of Commerce Incoterms 2010 for the delivery of goods,
which apply each Order;
Order: R&R’s order for the Goods submitted by
R&R in accordance with clause 3.
Price: the price for the Goods, as set out in the Order.
R&R: R&R Ice Cream UK Limited (company number
00901522), whose registered office is at Richmond House, Leeming Bar,
Northallerton, DL7 9UL.
Supplier: the person or firm from whom R&R purchases the
Goods.
Supplier Specification: R&R’s general and legal requirements for foods
products and raw materials, as updated from time to time, provided to the
Supplier and/or available on Froneri’s website.
Supplier Code:
the Froneri Supplier Code of Conduct incorporating Froneri’s mandatory supplier
policies and code as updated from time to time and provided to the Supplier
and/or available on Froneri’s website.
1.2 Interpretation:
(a) 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;
(b) 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;
(c) a reference
to writing or written includes emails; and
(d) if there is
any conflict or ambiguity between these terms and conditions and the terms of an
Order, these terms and conditions shall prevail.
2. Basis of Contract
2.1 These Conditions apply to the Contract to the exclusion of any
other terms that the Supplier seeks to impose or incorporate, or which are
implied by law, trade custom, practice or course of dealing.
2.2 The Order
constitutes an offer by the Customer to purchase the Goods in accordance with
these Conditions.
2.3 The Order
shall be deemed to be accepted on the earlier of:
(a) the Supplier
issuing a written acceptance of the Order; and
(c) the Supplier
doing any act consistent with fulfilling the Order,
at which point the Contract shall come into existence.
3. Orders
3.1 R&R may
submit Orders for Goods at any time.
3.2 The Supplier
shall use its best endeavours to supply Goods in accordance with the R&R’s
Orders, by
the delivery date specified in the Order, or, if none is
specified, within 5 Business Days of submitting the Order.
3.3 R&R may
amend or cancel an Order in whole or in part at any time before delivery by
giving the Supplier reasonable written notice.
4. The Goods
4.1 The Supplier
shall ensure that the Goods:
(a) correspond
with their description and the Supplier Specification;
(b) be of
satisfactory quality (within the meaning of the Sale of Goods Act 1979, as
amended) and fit for any purpose held out by the Supplier or made known to the
Supplier by R&R expressly or by implication, and in this respect R&R
relies on the Supplier's skill and judgement;
(c) where they
are manufactured products, be free from defects in design, material and
workmanship and remain so for 12 months after delivery; and
(d) comply with
all applicable statutory and regulatory requirements, including food safety
regulations, relating to the manufacture, labelling, packaging, storage,
handling and delivery of the Goods; and
(e) be free from
all liens and encumbrances.
4.2 The Supplier
shall ensure that at all times it has and maintains all the licences,
permissions, authorisations, consents and permits that it needs to carry out
its obligations under the Contract.
4.3 R&R has
the right to inspect and test the Goods at any time before delivery.
4.4 If following
such inspection or testing R&R considers that the Goods do not conform or
are unlikely to comply with the Supplier's undertakings at clause 4.1, R&R
shall inform the Supplier and the Supplier shall immediately take such remedial
action as is necessary to ensure compliance.
4.5 Notwithstanding
any such inspection or testing, the Supplier shall remain fully responsible for
the Goods and any such inspection or testing shall not reduce or otherwise
affect the Supplier's obligations under the Contract, and R&R shall have
the right to conduct further inspections and tests after the Supplier has carried
out its remedial actions.
5. Delivery
5.1 The Supplier
shall ensure that:
(a) the Goods are
properly packed and secured in such manner as to enable them to reach their
destination in good condition;
(b) each delivery
of Goods is accompanied by a delivery note which shows the order number, the
type and quantity of Goods (including the code number of the Goods, where
applicable), special storage instructions (if any) and, if the relevant Order
is being delivered by instalments, the outstanding balance of Goods remaining
to be delivered; and
(c) if the
Supplier requires R&R to return any packaging material to the Supplier,
that fact is clearly stated on the delivery note. Any such packaging material
shall be returned to the Supplier at the cost of the Supplier.
5.2 The Supplier
shall deliver the Goods specified in each Order:
(a) on or before
its relevant Delivery Date;
(b) at the
Delivery Location; and
(c) during
R&R’s normal business hours, or as instructed by R&R.
5.3 The Goods will
be delivered duty paid (DDP) in accordance with the Incoterms 2010.
5.4 Delivery of
Goods is completed on the completion of unloading of those Goods at the
Delivery Location.
5.5 If R&R
rejects any Goods they are returnable at the
Supplier's risk and expense. If the Supplier fails to collect rejected Goods
within a reasonable period after notification of the rejection, R&R may
charge the Supplier storage costs and sell or dispose of the rejected Goods.
R&R will account to the Supplier for the proceeds of sale (if any) after
deducting the purchase price paid for the Goods, storage costs and its
reasonable costs and expenses in connection with the sale.
5.6 The Supplier
shall not deliver Orders in instalments without the R&R’s prior written
consent. Where it is agreed that Orders may be delivered by instalments, such
instalments shall be invoiced separately. However, failure by the Supplier to
deliver any one instalment on time or at all, or any defect in an instalment,
shall entitle R&R to the remedies set out in clause 6.
6. R&R remedies
6.1 If the Goods
are not delivered on the relevant Delivery Date, or do not comply with the
undertakings set out in: clause 4.1, then, without limiting any of its other
rights or remedies, and whether or not it has accepted the Goods, and R&R
may exercise any one or more of the following remedies:
(a) to terminate
the Contract;
(b) to reject the
Goods (in whole or in part) and return them to the Supplier at the Supplier's
own risk and expense;
(c) to require
the Supplier to repair or replace the rejected Goods, or to provide a full
refund of the price of the rejected Goods (if paid);
(d) to refuse to
accept any subsequent delivery of the Goods which the Supplier attempts to
make;
(e) to recover
from the Supplier any costs incurred by R&R in obtaining substitute goods
from a third party; and
(f) to claim
damages for any other costs, loss or expenses incurred by R&R which are in
any way attributable to the Supplier's failure to carry out its obligations
under the Contract.
6.2 These
Conditions shall apply to any repaired or replacement Goods supplied by the
Supplier.
6.3 R&R’s
rights and remedies under these Conditions are in addition to its rights and
remedies implied by statute and common law.
7. Title and risk
Title and risk in the Goods shall pass to R&R on completion of
delivery.
8. Price and payment
8.1 R&R shall
pay for Goods in accordance with this clause 8.
8.2 The Price:
(a) excludes
amounts in respect of value added tax (VAT), which R&R shall additionally
be liable to pay to the Supplier at the prevailing rate, subject to the receipt
of a valid VAT invoice; and
(b) (unless
stated to be excluded in the Order) includes the costs of packaging, insurance
and carriage of the Goods.
8.3 No extra
charges shall be effective unless agreed in writing and signed by R&R.
8.4 The Supplier
may invoice R&R for price of the Goods plus VAT at the prevailing rate (if
applicable) on or at any time after the completion of delivery. The Supplier
shall ensure that the invoice includes the date of the Order, the invoice
number, the Contract Number, R&R’s order number, the Supplier's VAT
registration number, and any supporting documentation that R&R may
reasonably require.
8.5 R&R shall
pay correctly rendered invoices within 45 days of the end of the month
following the month in which the invoice was received. Payment shall be made to the bank account
nominated in writing by the Supplier.
8.6 If a party
fails to make any payment due to the other under the Contract by the due date
for payment, then the defaulting party shall pay interest on the overdue amount
at the rate of 4% per annum above Barclays Bank plc'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
defaulting party shall pay the interest together with the overdue amount. This
clause shall not apply to payments the defaulting party disputes in good faith.
8.7 R&R may at
any time, without limiting any of its other rights or remedies, set off any
liability of the Supplier to R&R against any liability of R&R to the
Supplier.
9. R&R materials
The Supplier acknowledges that all materials, equipment and tools,
drawings, the Supplier Specification, and data supplied by R&R to the
Supplier (Customer Materials) and all rights in R&R Materials are and shall
remain the exclusive property of R&R. The Supplier shall keep R&R
Materials in safe custody at its own risk, maintain them in good condition
until returned to R&R, and not dispose or use the same other than in
accordance with R&R’s written instructions or authorisation.
10. Indemnity and Limitation of
Liability
10.1 The Supplier
shall keep R&R indemnified against all liabilities, costs, expenses,
damages and losses (including but not limited to any direct, indirect or
consequential losses, loss of profit, loss of reputation and all interest,
penalties and legal costs (calculated on a full indemnity basis) and all other
reasonable professional costs and expenses) suffered or incurred by R&R as
a result of or in connection with:
(a) any claim
made against R&R for actual or alleged infringement of a third party's
intellectual property rights arising out of or in connection with the supply or
use of the Goods, to the extent that the claim is attributable to the acts or
omissions of the Supplier, its employees, agents or subcontractors;
(b) any claim
made against R&R by a third party for death, personal injury or damage to
property arising out of or in connection with defects in Goods, to the extent
that the defects in the Goods are attributable to the acts or omissions of the
Supplier, its employees, agents or subcontractors;
(c) any claim
made against R&R by a third party arising out of or in connection with the
supply of the Goods, to the extent that such claim arises out of the breach,
negligent performance or failure or delay in performance of the Contract by the
Supplier, its employees, agents or subcontractors; and
(d) any breach by
the Supplier of clauses 12.1 (Compliance with relevant laws and policies) and 14.3
(Confidentiality).
10.2 Except in the
case of clause 10.1, the Supplier’s liability maximum liability for claims
arising under or in connection with the Contract shall be limited to 125% of
the Price paid or due and payable in the last full year of the Contract prior
to the cause of action giving rise to the damages.
10.3 Except in the
case of claims arising under clause 10.1, in no event shall either party be
liable to the other party for any indirect, special or consequential loss or
damage.
10.4 This clause 10
shall survive termination of the Contract.
11. Insurance
During the term of the Contract, the Supplier shall maintain in
force, with a reputable insurance company product liability insurance and
public liability insurance to cover the liabilities that may arise under or in
connection with the Contract, and shall, on R&R’s request, produce both the
insurance certificate giving details of cover and the receipt for the current
year's premium in respect of each insurance.
12. Compliance with relevant laws and
policies
12.1 In performing
its obligations under the Contract, the Supplier shall:
(a) comply with
all applicable laws, statutes and, regulations from time to time in force; and
(b) comply with
the Supplier Code.
12.2 R&R may
immediately terminate the Contract for any breach of clause 12 by the Supplier.
13. Termination
13.1 Without
limiting its other rights or remedies, either party may terminate the Contract
with immediate effect by giving written notice to the other party if:
(a) the other
party commits a material breach of any term of the Contract and (if such a
breach is remediable) fails to remedy that breach within 10 Business Days of that
party being notified in writing to do so;
(b) the other
party 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;
(c) the other
party suspends, or threatens to suspend, or ceases or threatens to cease to
carry on all or a substantial part of its business; or
(d) the other
party's financial position deteriorates to such an extent that in the
terminating party's opinion the other party's capability to adequately fulfil
its obligations under the Contract has been placed in jeopardy.
13.2 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 which existed at or before the date of termination.
13.3 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.
14. General
14.1 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 events, circumstances or causes beyond its
reasonable control. If the period of delay or non-performance continues for 4
weeks, the party not affected may terminate this Contract by giving 7 days'
written notice to the affected party.
14.2 Subcontracting.
The Supplier may not subcontract any or all of its rights or obligations under
this Contract without the prior written consent of R&R. If R&R consents
to any subcontracting by the Supplier, the Supplier shall remain responsible
for all acts and omissions of its subcontractors as if they were its own.
14.3 Confidentiality.
(a) Each party
undertakes that it shall not at any time during this agreement, and for a
period of five years after termination of this agreement, disclose to any
person any confidential information concerning the business, affairs,
customers, clients or suppliers of the other party or of any member of the
group to which the other party belongs, except as permitted by clause 14.3(b).
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.
(b) Each party
may disclose the other party's confidential information:
(i) to its
employees, officers, representatives or advisers who need to know such
information for the purposes of exercising the party's rights or carrying out
its obligations under or in connection with this agreement. Each party shall
ensure that its employees, officers, representatives or advisers to whom it
discloses the other party's confidential information comply with this clause
14.3(b); and
(ii) as may be
required by law, a court of competent jurisdiction or any governmental or
regulatory authority.
(c) No party
shall use any other party's confidential information for any purpose other than
to perform its obligations under this Contract.
14.4 Entire
agreement. 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.
14.5 Variation. No
variation of this Contract shall be effective unless it is in writing and
signed by the parties (or their authorised representatives).
14.6 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.
14.7 Severance. 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.
14.8 Notices.
(a) 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 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, or sent by
pre-paid first class post or other next working day delivery service,
commercial courier or email.
(b) A notice or
other communication shall be deemed to have been received: if delivered
personally, when left at the address referred to in clause 14.8(a); 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.
(c) The
provisions of this clause shall not apply to the service of any proceedings or
other documents in any legal action.
14.9 Third party
rights. No one other than a party to this agreement shall have any right to
enforce any of its terms.
14.10 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 law of England and Wales.
14.11 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.