Terms & conditions

Your attention is in particular drawn to the provisions of conditions 4.4, 5, 9 and 10 relating to limitation of liability and 15 relating to nuts.

1. Interpretation
1.1 The following definitions and rules apply in these conditions.
‘Contract’: any contract between You and Us for the sale and purchase of the Goods, incorporating these conditions.
‘Goods’: any goods agreed in the Contract to be supplied to You by Us (including any part or parts of them).
‘Us’ or ‘Our’ or ‘We’: Cooper & Burns Ltd trading as Just Rachel Quality Desserts
‘You’ : the person, firm or company who purchases the Goods from Us and ‘Your’ shall be construed accordingly.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular and a reference to one gender includes a reference to the other gender.
1.4 Condition headings do not affect the interpretation of these conditions.

2. Application of terms
2.1 Subject to any variation under condition 2.2 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions contained in or which You purport to apply under any purchase order, confirmation of order, specification or other document).
2.2 These conditions apply to all sales by Us and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by Rachel Hicks. You acknowledge that You have not relied on any statement, promise or representation made or given by or on behalf of Us which is not set out in the Contract. Nothing in this condition shall exclude or limit Our liability for fraudulent misrepresentation.
2.3 Each order or acceptance of a quotation for Goods by You from Us shall be deemed to be an offer by You to buy Goods subject to these conditions.
2.4 No order placed by You shall be deemed to be accepted by Us until a written acknowledgement of order is issued by Us or (if earlier) We deliver the Goods to You.
2.5 Any quotation is given on the basis that no Contract shall come into existence until we despatch an acknowledgement of order to You or if earlier we deliver the Goods to You. Any quotation is valid for a period of 30 days only from its date, provided that We have not previously withdrawn it.

3. Description
3.1
 The quantity and description of the Goods shall be as set out in Our quotation or acknowledgement of Your order.

4. Delivery
4.1 Unless otherwise agreed by Us, delivery of the Goods shall take place at Your place of business as notified to Us.
4.2 We will use all reasonable endeavours to deliver Your order if it is placed at least 5 working days before the delivery day which We specify for Your area – please refer to the Delivery page in our brochure, the contents of which are deemed to be incorporated into these conditions. We will endeavour to deliver orders received by 9.00 am on the day of delivery to Your area but We do not guarantee to be able to do so.
4.3 Dates and times specified by Us for delivery of the Goods are intended to be an estimate and we do not guarantee to deliver by or at a particular time. Time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.4 Subject to the other provisions of these conditions Our total liability for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Our negligence) shall be limited to the Contract Price and any delay shall not entitle You to terminate or rescind the Contract unless such delay exceeds 7 days.
4.5 If for any reason You fail to accept delivery of any of the Goods when they are ready for delivery, or We are unable to deliver the Goods on time because We cannot gain access to Your premises or there is no person at Your premises with authority to take delivery of the Goods
(a) risk in the Goods shall pass to You 
(b) the Goods shall be deemed to have been delivered; and
(c) We may store the Goods until delivery, whereupon You shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
We shall be under no obligation to ensure that the person at Your premises who accepts delivery of Goods has Your authority to do so.
4.6 If We deliver a quantity of Goods of up to 5% more or less than the quantity of your order accepted by Us, You shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
4.7 We may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.8 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle You to repudiate or cancel any other Contract or instalment.

5. Non-delivery
5.1
 The quantity of any consignment of Goods as recorded by Us on despatch from Our place of business shall be conclusive evidence of the quantity received by You on delivery unless You notify Our delivery driver of any shortfall at the time of delivery. We shall not be liable for any non-delivery of Goods (even if caused by Our negligence) unless such matter is reported to the delivery driver at the time of delivery.
5.2 Any liability of Us for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

6. Risk/title
6.1
 The Goods are at Your risk from the time of delivery and the requirement under the Food Safety Act 1990 for the exercise of due diligence passes to You from the time of delivery.
6.2 Ownership of the Goods shall not pass to You until We have received in full (in cash or cleared funds) all sums due to Us in respect of the Goods and all other sums which are or which become due to Us from You on any account.
6.3 Until ownership of the Goods has passed to the You, You shall:
(a) hold the Goods on a fiduciary basis as Our bailee;
(b) store the Goods (at no cost to Us) separately from all of Your other goods or any third party in such a way that they remain readily identifiable as Our property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
6.4 You may resell the Goods before ownership has passed to You solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the Your business at full market value; and
(b) any such sale shall be a sale of Our property on Your own behalf and You shall deal as principal when making such a sale.
6.5 Your right to possession of the Goods shall terminate immediately if:
(a) You have a bankruptcy order made against You or make an arrangement or composition with Your creditors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) or have a receiver and/or manager, administrator or administrative receiver appointed over any part of Your undertaking, or documents are filed with the court for the appointment of an administrator of You or notice of intention to appoint an administrator is given by You or Your directors or by a qualifying floating charge holder (as defined in the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for Your winding-up or for the granting of an administration order in respect of You, or any proceedings are commenced relating to Your insolvency or possible insolvency ; or
(b) You suffer or allow any execution, whether legal or equitable, to be levied on Your property or obtained against You, or fail to observe or perform any of Your obligations under the Contract or any other contract between Us and You, or are unable to pay Your debts within the meaning of section 123 of the Insolvency Act 1986 or You cease to trade; or
(c) You encumber or in any way charge any of the Goods.
6.6 We shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Us.
6.7 Where We are unable to determine whether any Goods are the goods in respect of which Your right to possession has terminated, We shall be deemed to have sold all goods of the kind sold by Us to You in the order in which they were invoiced to You.
6.8 On termination of the Contract, howsoever caused, Our rights (but not Yours) contained in this condition 6 shall remain in effect.

7. Price
7.1
 Unless otherwise agreed by Us in writing, the price for the Goods shall be the price set out in Our price list current at the date of delivery or deemed delivery.
7.2 The price for the Goods shall be exclusive of any delivery charges and (where applicable) any value added tax (VAT), both of which amounts You shall pay in addition when You are due to pay for the Goods.
7.3 VAT is shown in Our price list at current rates. Should these change, VAT will be charged to You at the revised rates.
7.4 Our minimum order value is £65 excluding VAT. If we accept orders under this amount, We shall apply a handling charge of £15 to each such order.

8. Payment
8.1
 For customers placing a first order with Us, We will fax or post You a proforma invoice and will require full payment in pounds sterling for Goods before delivery to You, following which payment delivery shall take place on our next available delivery run in Your area. Subject to clause 8.2, if You have an account with Us payment for the Goods in pounds sterling is due on the day which is 30 days following the end of the month in which Our invoice is dated. 
8.2 We reserve the right to cease to apply or offer any discount if You do not pay for Goods on the due date. We also reserve the right at our discretion to require You to make full payment in advance for any order.
8.3 Time for payment shall be of the essence.
8.4 No payment shall be deemed to have been received until We have received cleared funds.
8.5 All payments payable to Us under the Contract shall become due immediately on its termination despite any other provision.
8.6 You shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless You have a valid court order requiring an amount equal to such deduction to be paid by Us to You.
8.7 If You fail to pay Us any sum due pursuant to the Contract, We reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

9. Quality
9.1
 We warrant that (subject to the other provisions of these conditions) on delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and comply with the requirements of the Food Safety Act 1990. If You are not satisfied with any Goods please retain them where possible so that We may collect them for inspection. We may in our absolute discretion decide to replace such Goods free of charge on Our next delivery or credit the price of the Goods to Your next order, in which case We shall have no further liability to You for breach of warranty.
9.2 We shall not be liable for a breach of the warranty in condition 9.3unless You give our delivery driver proper and reasonable notice of damage to the Goods at the time of delivery or in the case of a defect which is not reasonably apparent at delivery, You give notice to Us in writing within 9 working days and We are given a reasonable opportunity after receiving the notice of examining such Goods.

10. Limitation of liability
10.1
 Subject to condition 4, condition 5 and condition 9, the following provisions set out Our entire liability (including any liability for the acts or omissions of Our employees, agents and sub-contractors) to You in respect of:
(a) any breach of these conditions;
(b) any use made or resale by You of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract; and
(d) any breach of warranty 9.1 or any other warranty implied into the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these conditions excludes or limits Our liability : 
(a) for death or personal injury caused by Our negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for Us to exclude or attempt to exclude Our liability; or
(d) for fraud or fraudulent misrepresentation.
10.4 Subject to condition 10.2, condition 10.3 and condition 10.5:
Our total liability in contract, tort (including negligence or breach of statutory duty), (and including loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential), or any claims for consequential compensation whatsoever (howsoever caused), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price.
10.5 We shall not be liable to You in any manner in respect of Goods we have delivered to You if we can reasonably demonstrate the defence of due diligence in accordance with section 21 Food Safety Act 1990 or the defect or liability or loss arises because following delivery of the Goods You or Your employees or agents have failed to exercise such due diligence or have been negligent in any manner with regards to storage or handling of the Goods.

11. Assignment
11.1
 We may assign the Contract or any part of it to any person, firm or company. You may not assign the Contract or any part of it without Our prior written consent.

12. Force majeure
We reserve the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by You (without liability toYou) if We are prevented from or delayed in the carrying on of Our business due to circumstances beyond Our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials or ingredients, provided that, if the event in question continues for a continuous period in excess of 21 days, You shall be entitled to give notice in writing to Us to terminate the Contract.

13. General
13.1
 Each right or remedy of Us under the Contract is without prejudice to any other right or remedy of Us whether under the Contract or not.
13.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.3 Failure or delay by Us in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of Our rights under the Contract.
13.4 Any waiver by Us of any breach of, or any default under, any provision of the Contract by You shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
13.5 We and You do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.6 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.

14. Communications
14.1
 All communications between Us and You about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:
(a) (in case of communications to Us) to Our office address as stated on Our stationery or such changed address as shall be notified to You by Us; or
(b) (in the case of the communications to You) to the registered office of the addressee (if You are a company) or (in any other case) to any address of You set out in any document which forms part of the Contract or to the address to which we normally deliver Goods to You or to such other address as shall be notified to Us by You.
14.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
14.3 Communications addressed to Us shall be marked for the attention of Sarah Cooper.

15. CAUTION
All our Goods are produced in premises where nut products are manufactured.

 
Rich & Creamy Ice Creams of Distinction