Terms and Conditions of Sale to Businesses
Welcome to our Terms and Conditions for Supply of Goods to business, which include, but not exclusively, cafes, coffee shops and other specialist retail outlets.
If you are an individual, private customer, one-off corporate customer, event organiser or individual planning an event such as a party, baby shower, party or similar event, please read instead our Terms and Conditions for Supply of Goods to Customers instead.
Please take time to read and understand these terms and conditions, as they form the basis of any subsequent activity, access to services or order placed between you (the Buyer) and ourselves (thecupcake.company or Seller). This includes your use of our website, social media sites, any communications between yourself and thecupcake.company and any orders placed.
By accessing our website, contacting us via any medium, placing an order with us or any other activity or access to our services, it is deemed that you have indicated your acceptance of these terms and conditions. If you do not agree to any of the terms and conditions stated or have any questions, please email us at firstname.lastname@example.org with any questions before proceeding to access our services or place an order.
These terms and conditions are governed by English law and will be applied should a situation or dispute arise in accordance with English law.
STANDARD TERMS AND CONDITIONS
FOR SALE OF GOODS
In this document the following words shall have the following meanings:
1.1 “Buyer” means the organisation or person who buys Goods from the Seller;
1.2 “Goods” means the articles to be supplied to the Buyer by the Seller;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “List Price” means the list of prices of the Goods maintained by the Seller as amended from time to time;
1.5 “Seller” means thecupcake.company, 207 Icknield Way, Letchworth Garden City, Hertfordshre SG6 4TT
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
3 PRICE AND PAYMENT
3.1 The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. Carriage shall be paid for by the Buyer where applicable.
3.2 Payment of the price and VAT where applicable and any other applicable costs shall be due within 7 days of the date of receipt of the invoice supplied by the Seller.
3.3 The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5% per annum above the base rate of the Bank of England.
3.4 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
3.4.1 require payment in advance of delivery in relation to any Goods not previously delivered;
3.4.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
3.4.3 terminate the contract.
Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
5.1 Where a sample of the specific Goods to be supplied is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the bulk, and the Buyer is under no obligation to place an order thereafter.
5.2 The Buyer accepts that in judging a specific sample with topping and decoration relevant to the flavour requested, if he then opts for a different flavour in any subsequent contract, the topping and decoration provided will be relevant to the flavour requested and will not conform to the decoration and topping of the specific sample previously supplied.
5.3 The Seller reserves the right to make a charge per sample.
5.4 The Buyer may decide after judging the specific sample to place an order for specific items, but leave the flavours and decoration to the discretion of the Seller. Again in these cases the topping and decoration provided will be relevant to the flavour and style of the items provided and will not conform to the decoration and topping of the specific sample previously provided.
5.5 Where the Buyer decides to leave the final flavour and decoration choice to the Seller, there can be no grounds for rejecting the items subsequently provided on personal preference of the Buyer unless the specific flavours and toppings were listed in the contract. Such items can only be rejected on delivery because of damage or because they are unfit for purpose where purpose has been specifically stated.
6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery shall not be of the essence of the contract and the Seller will not be held responsible for any delay to delivery that is outside their control.
6.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such non-delivery or wastage of any fresh items.
6.4 The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation. The Buyer must notify the Seller of the damage at the point of delivery. No discussion regarding damage to delivered items will be entered into once the Seller has left the Goods in the physical possession of the Buyer, regardless of whether the Seller is still on the overall premises or not.
Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched from the Seller`s premises. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.
Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
9.1 Where the Goods have been manufactured by the Seller and are found to be damaged
, the Seller shall, at its sole discretion, either replace those specific Goods found to be damaged free of charge within 48 working hours from the date of delivery or offer a refund on the order price relevant to the scope and scale of the damage, subject to the following conditions:
9.1.1 the Buyer notifying the Seller immediately upon delivery after inspecting the Goods that there is a damage issue;
9.1.2 the decision to replace or offer a relevant refund according to the scope and scale of the damage resting solely with the Seller and based on the feasibility and capacity to offer a replacement for the damaged Goods only within the 48 working hours timeframe.
9.2 Any Goods to replaced or refunded shall be removed from the Buyer’s premises at the point of delivery and damage confirmation by the Seller at no additional cost to the Buyer.
9.3 In the event that the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer.
9.4 The Seller shall be entitled in its absolute discretion and in accordance with 9.1 to refund the price of the defective Goods in the event that such price has already been paid.
9.5 The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 10 and 11 below.
10.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
10.1.1 the correspondence of the Goods with any description;
10.1.2 the quality of the Goods; or
10.1.3 the fitness of the Goods for any purpose whatsoever.
10.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:
10.2.1 the correspondence of the Goods with any description;
10.2.2 the quality of the Goods; or
10.2.3 the fitness of the Goods for any purpose whatsoever.
10.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.
11 LIMITATION OF LIABILITY
11.1 Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.
11.2 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
12 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
13 FORCE MAJEURE
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
14 RELATIONSHIP OF PARTIES
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
15 ASSIGNMENT AND SUB-CONTRACTING
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
18 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
WEBSITE USE, EMAILS, DIRECT MESSAGING AND OTHER FORMS OF CONTACT:
- Our website and all social media sites and e-mail addresses attached to it under the branding of thecupcake.company or Cupcake Toppers Co are commercial in nature and as such not aimed at anyone under age of 18. People under the age of 18 can browse the website, but are not allowed to place orders or forward us any identifiable information. Where it comes to our attention that such information has been provided, we will take steps to remove it. If an order is placed by someone under the age of 18 and is accepted in good faith by us and progressed to the point of fulfilment based on the information supplied, which does not identify the purchaser as below 18 years of age, responsibility for the order will rest with the responsible adult(s) of the order placer and we, the Seller, shall not be left out of pocket as a result.
- In using any of the above forms of media or contact, you agree to refrain from any activity or messaging that violates both English and international applicable law and any further rules, regulations or similar in place within the area of your activity, to refrain from making false statements in any part of your correspondence and verbal approaches to us, to refrain from impersonating any person, organisation or entity, to refrain from providing false or misleading credit card details and also from providing false delivery addresses.
- The above forms of media and contact constitute access to our representatives at their place of work. If issues arise we will work with you to investigate them fairly and provide you with a considered response and way forward. We will not tolerate any form of verbal, written or other abuse, including bullying or misrepresentation through comments left on our sites or through other means, verbal, written or posted. Section 127 of the Communications Act 2003 covers the improper use of public electronic communications network, including:
- A person is guilty of an offence if she/he:
- sends by means of a public electronic communications network, a message or other matter that is grossly offensive or of an indecent, obscene or menacing character; or
- causes any such message or matter to be so sent.
Anyone found guilty of an offence under this section can be fined, or imprisoned for up to six months.
The Protection from Harassment Act 1997 also makes it a criminal offence for a person to pursue a course of conduct which may cause harassment, alarm or distress to another person. In addition the Malicious Communcations Act 1988 sets out offences relating to sending indecent, offensive or threatening letters, electronic communications or articles with the intention of causing distress or anxiety to those receiving them.
- You will refrain from any activity that may result in alterations, damage (to both functionality and reputation), availability or any other circumstance affecting our website and associated social media sites in any way.
- We reserve the right to supplement our Terms and Conditions where relevant and also to alter any information relating to products and services appearing on our website and associated media sites. Where we do so, we will make every effort to ensure that these alterations, changes and amendments are visible and accessible to you. Any changes made and published at the time of booking an order, even if correspondence has previously taken place prior to ordering, will be applicable to the order, unless specifically stated otherwise in writing by us.