Choice Brands (UK) Limited - Standard Terms And Conditions Of Sale

General

These terms and conditions shall apply to all contracts entered into between Choice Brands (UK) Ltd (“the Company”) and the purchaser of Goods from the Company under these Terms and Conditions of Sale (the “Buyer”). The expression “the Goods” shall mean the Goods that are the subject matter of the contract to which these terms and conditions apply.

The Buyer must inform the Company immediately in the event that there is any change in the Buyer’s legal identity or in any other information supplied in the Account Set Up Form. At this time, the Company may request that a new Account Set Up Form is submitted for the Company’s consideration.

The Buyer shall comply with all applicable national and international tax and customs regulations, in particular with the applicable national and international VAT rules.  

The Buyer shall notify the Company without delay if it learns about counterfeit products or any trademark infringement or similar practice in relation to any of the Products, Goods and/or the Brands.

 

Property and Risk

Risk shall pass to the Buyer on delivery. Title to the Goods shall not pass to the Buyer until the Buyer has made full and unconditional cleared payment of (i) all monies due under the contract in respect of the Goods, and (ii), all other monies due from the Buyer to the Company.  

The drawing and delivering by the Buyer of cheques or Bills of Exchange does not amount to payment for the Goods unless those cheques or Bills of Exchange are honoured on presentation.  

If any payments from the Buyer to the Company are overdue, or if it appears to the Company that the Buyer is or may be insolvent, the Company may recover and resell the Goods and by its servant or agent enter upon the Buyer’s premises for that purpose.  

The provisions of this clause are without prejudice to the Company’s right to sue for the monies when due.

 

Payment

Unless otherwise agreed in writing, the price payable for the Goods shall be the Company’s standard list price ruling at the date of despatch, delivered if within the UK or ex-works if outside the UK.  

If credit facilities are afforded, a prime condition of such facilities is that accounts will be settled net during the month following the date of the invoice, or within such other period as may be agreed between the Company and the Buyer in writing. Notwithstanding, payment in full must be received before Goods are sent.   

Late Payment Interest, Compensation and Reasonable Costs Interest: We the Company in its absolute discretion reserve the right to claim interest, compensation, and reasonable costs under the Late Payment of Commercial Debts (Interest) Act 1998 and it is agreed that the term implied by that Act shall apply after any judgment as well as before. Any reference to the Late Payment of Commercial Debts (Interest) Act 1998 is also a reference to any amendment, modification, or re-enactment of it. If for any reason the Late Payment of Commercial Debts (Interest) Act 1998 does not apply interest shall be payable on overdue amounts at 8% over the Bank of England Base Rate from time to time.  

Costs Under Contract: Without prejudice to our right as the Company to claim costs under the Late Payment of Commercial Debts (Interest) Act 1998, if for any reason any payment is not made when due we reserve the right to be paid on an indemnity basis any costs we incur in recovering any money due under this contract (and the costs of recovering such costs) including our administrative costs and any legal costs or cost of enforcing and collecting any monies owed. Our administrative costs may include the cost of employing the staff concerned and the overheads attributable to them for the time spent. In calculating our administrative costs credit will be given for any compensation due under the Late Payment of Commercial Debts (Interest) Act 1998. 

Settlement/Prompt Payment discount, where offered, is on the basis that full and unconditional payment is received by the Company within seven (7) days of the invoice date or within such other period as may be agreed between the Company and the Buyer in writing. The Company accepts no responsibility for delays in payment caused by circumstances beyond its control.

 

Delivery Dates

Delivery date or dates, whilst given in good faith and based on conditions prevailing at the time of acceptance are estimated only and in no way are binding upon the Company. Although the Company will do its best to meet delivery dates, the Company does not accept any liability for any delay in delivery.

 

Liability

Non-delivery of the whole or part of a consignment, incorrect delivery of goods, (whether incorrect because the Goods delivered were not the Goods ordered or otherwise), or damage in transit, must be notified to the Company as soon as possible and in no more than seven (7) days of such non-delivery, incorrect delivery or damage. Unless such non-delivery, incorrect delivery, or damage is notified by the Buyer to the Company within seven (7) days of goods, invoice or statement receipt, whichever is the earlier, and unless, except in the case of non-delivery of the whole consignment, the original packaging is retained by the Buyer for inspection by the carriers/insurers, the Company shall have no liability for any loss or damage arising therefrom.

 

Display Materials

All display materials made available by the Company shall at all times remain the property of the Company and the Buyer shall have no lien thereon. The same shall be returned to the Company at any time on demand within a reasonable time. The display material is for the exclusive use of products supplied by the Company.  

Whilst in the care, custody or control of the Buyer, and up until such time as such goods are safely returned to the Company, the Buyer is responsible for ensuring that these display materials are at all times insured against all risks. All proceeds received by the Buyer from any insurance policy taken out by the Buyer pursuant of this requirement shall be held on trust for the Company to the extent of its interest.

 

Conflict of Terms and Conditions

If the Buyer acts on the basis of his/her own Conditions of Purchase, then the Terms and Conditions of Sales contained herein shall prevail in all instances of conflict unless otherwise agreed in writing between the Company and the Buyer.

 

Law

All contracts between the Company and the Buyer shall be governed by and construed in accordance with the laws of England and Wales. The English Courts shall have the exclusive jurisdiction for all disputes arising out of or in connection with these terms and conditions. 

 

Variation

No alterations to these terms and conditions of sale shall be binding on the Company unless agreed in writing.

 

Data Protection

Where the Buyer provides personal data to the Company, it will be processed and stored in accordance with data protection law.

 

Failure to Comply

If the Company considers that the Buyer has failed to comply with either of these Terms and Conditions, the Company requires the Buyer to rectify such violation within thirty (30) days of it serving notice in writing on the Buyer. If the Buyer fails to rectify such violation within such period, or repeats a previously rectified violation, the Company may give notice in writing to the Buyer immediately ceasing supply of the Products, withdrawing its consent to the use of the Brand(s) and offer for sale of the Products by the Buyer and requiring the Buyer to cease promoting or selling the Goods immediately. In this situation the Company reserves the right but is under no obligation to buy back remaining stock held by the retailer.

 

 

The Company reserves the right to amend these Terms and Conditions at any time.

February 2024