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.