Terms and conditions

Data Protection Notice

The information provided by prospective customers will be used for the sole purpose of evaluating their suitability for credit terms.

Details relating to prospective customers who do not go on to trade with us will be destroyed within 12 months of the application being made.

Details of prospective customers who go on to be customers will be kept in a secure system for the period that they remain a customer and for a period of 12 months after their last order when they will be destroyed.

Terms and Conditions of Business

Introduction and Basis of Contract

This document (“these Conditions”) sets out the terms and conditions on and subject to which we, apetito Limited (a company incorporated in England and Wales with company number 233851), accept orders to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Our aim is to provide you, the customer, with high quality goods tailored to meet your requirements in a friendly and cost-effective manner and to maintain a close working relationship with you.

Your order (“the Order”) constitutes an offer by you to purchase the Goods in accordance with these Conditions. You are responsible for ensuring that the terms of the Order are complete and accurate.

The Order shall only be deemed to be accepted when we issue a written acceptance of the Order, at which point the contract between us for the sale and purchase of the goods (“the Contract”) shall come into existence.

Any samples, drawings or advertising produced by us and any descriptions or illustrations contained in our catalogues or brochures are produced for the sole purpose of giving an approximate idea of the goods referred to in them. They shall not form part of the Contract nor have any contractual force.

A quotation for the goods given by us shall not constitute an offer. A quotation shall only be valid for a period of 20 working days from its date of issue.

Limitation of Liability

All goods supplied satisfy the Food Safety Act 1990 and other relevant legislation and regulations as at the date of delivery. If for any reason the goods do not satisfy these requirements we will replace the goods or refund their value up to the price paid. Save as otherwise prohibited by law or in the case of death or personal injury caused by our negligence or that of our employees, agents or sub-contractors, fraud or fraudulent misrepresentation, breach of the terms implied by Section 12 Sale of Goods Act 1990 or defective products under the Consumer Protection Act 1987, our liability shall be limited to such replacement or refund and we shall not be liable to you for any loss of profits or contracts or any indirect, special or consequential loss or damage arising under or in connection with the Contract, whether arising from tort (including negligence), breach of contract or breach of statutory duty or otherwise howsoever.

Invoicing

Invoices are raised on the basis of the goods that you sign for on each delivery after the 3 day period referred to under “Excesses and Shortages” below. The price shall be as stated in the Order or, if no price is stated, as listed in our published price list current at the date of the Order. Value added tax at the rate applicable will be added unless the goods are zero rated or an exemption applies.

Payment Terms

All invoices are due for payment nett in pounds sterling within 28 days from the invoice date and time for payment is of the essence. We shall be entitled to recover the price notwithstanding that title to the goods has not passed to you. Without limiting any other right or remedy we may have, we reserve the right to charge interest for late payment (as well after or before judgement) from the due date to the date of actual receipt of payment at the annual rate prescribed from time to time by the Late Payment of Commercial Debts (Interest) Act 1988 and/or to suspend any further supplies under the Contract and/or to appropriate any payment by you for such of the goods supplied (or any other goods supplied to you) as we may think fit (notwithstanding any purported appropriation by you).

Delivery

We shall deliver the goods to your premises or otherwise as stated in the Order. Any dates quoted for delivery of the goods are approximate only and we shall not be liable for any delay in delivery of the goods caused by an event or circumstance beyond our reasonable control or your failure to provide delivery instructions or any other instructions that are relevant to the supply of the goods. Time for delivery shall not be of the essence of the Contract unless previously agreed by us in writing. If we fail to deliver the goods other than in the circumstances described above, then our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods in the cheapest available market less the price of the goods. The goods may be delivered by us in advance of the quoted delivery date on giving reasonable notice in writing to you.

Excesses and Shortages

You shall be responsible for checking the goods on delivery and shall notify us in writing within 3 days of delivery if there is any excess, shortage, damaged or incorrectly supplied goods. In the absence of any such notification the goods shall be deemed to have been accepted.

Retention of Title

All goods sold are delivered on condition that title shall remain with us and no title to the goods whether legal or equitable shall pass to you the customer until payment of the full price has been received (in cash or in cleared funds) for goods that we have supplied to you.

Notwithstanding the foregoing, the risk of loss or damage to the goods shall pass to you on completion of delivery.

Until such time as title to the goods passes to you, you shall hold the goods as the/our fiduciary agent and Bailee and shall keep the goods separate from all the goods held by you and properly stored, protected, insured and identified as our property, but you may resell or use the goods in the ordinary course of your business (but not otherwise).

Until such time as title to the goods passes to you and/or you become subject to any of the events described under “Termination” below (and provided that the goods are still in existence and have not been resold), we may at any time require you to deliver up the goods to us and, if you fail to do so forthwith, enter on your premises or those of any third party where the goods are stored and repossess the goods.

You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain our property, but if you do so all moneys owing by you to us shall (without limiting any other right or remedy we may have) forthwith become due and payable.

Insolvency and Breach of Contract

This paragraph applies if:

(a) you commit a breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of being notified by us in writing to do so;

(b) you suspend, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or a solvent reconstruction;

(d) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or a solvent reconstruction, or (being an individual) you are, or (being a partnership) has any partner who is, the subject of a bankruptcy petition or order;

(e) a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;

(f) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you, the holder of a floating charge over your assets has become entitled to appoint or has appointed an administrative receiver or a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;

(g) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in paragraphs (b) to (f) (inclusive);

(h) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

(i) we reasonably apprehend that any of the events mentioned above is about to occur in relation to you and notify you in writing accordingly.

If this paragraph applies then, without limiting any other right or remedy we may have, we may terminate the Contract with immediate effect by giving written notice to you or suspend any further deliveries under the Contract or any other contract between us without any liability to you, and if the goods have been delivered but not paid for the price and any interest thereon shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

General

These Conditions, each and every contract made on and subject thereto 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 (“Dispute”) shall be governed in all respects by and construed in accordance with English Law and the English courts shall have exclusive jurisdiction to settle any Dispute.

Data Protection Act 1998

Under the terms of the above Act we are required to inform you that information concerning you may be passed to our financiers.

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 (if it is a company) or its principal place of business (in any other case) or such other addresses 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.

(b) A notice or other communication shall be deemed to have been received; if delivered personally, when left at the address referred to in paragraph (a) above or, if sent by pre-paid first class post or other next working day delivery service, at 9.00 a.m. on the second working day after posting.

(c) The provisions of this paragraph shall not apply to the service of any proceedings or other documents in any legal action.

Third party rights

No one other than a party to the Contract shall have any right to enforce any of its terms.

Nutridata Service

Any nutritional data provided in this service is provided for guidance only and is not intended to be definitive. You should refer to the labels on the goods for definitive information. In particular, appropriate medical advice shall be taken in relation to any dietary requirements your own customers may have, and we accept no responsibility for the consequences of failing to follow this advice.