Cloetta UK Limited & Cloetta Ireland Limited
1.1 These terms and conditions (“Conditions”) govern the sale and supply of goods (“Goods”) by Cloetta UK Limited (Co. No. 1726257) and Cloetta Ireland Limited (Co. No. 285910). (“Seller”) to the person who accepts a Seller’s quotation or whose order for Goods is accepted by the Seller (“Buyer”), whether by issuing an acknowledgement or delivering the Goods. This shall form the contract between the parties.
1.2 No variation to these Conditions is valid unless agreed in writing by the Buyer and the Seller.
2. Orders and Specifications
2.1 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller). The Buyer must provide all necessary information relating to the Goods and supply of within a sufficient time to enable the Seller to perform the contract. The Seller reserves the right to change any specification.
2.2 The Seller reserves the right to make substitutions for Goods ordered.
2.3 The Buyer cannot cancel any order which has been accepted by the Seller except where agreed by the Seller and on terms that the Buyer indemnifies the Seller in full against all loss (including loss of profit), costs, damages, charges and expenses incurred or suffered by the Seller as a result of cancellation.
2.4 The Seller reserves the right to cancel an order due to circumstances beyond their control.
3. Price of the Goods
3.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order.
All prices quoted are valid for 30 days only.
3.2 All prices quoted exclude VAT.
4. Terms of Payment
4.1 Subject to any special terms agreed in writing with the Seller in advance, full payment (cleared funds) is required before the Seller will process the order.
5.1 Delivery of the Goods shall be made to the nearest access point at the address stated by the Seller. Incorrect or non delivery is to be notified within 48 hours from the time of delivery by email to firstname.lastname@example.org otherwise the claim will not be valid.
5.2 Any dates quoted for delivery are estimates only. Although every effort will be made by the Seller to meet the estimated delivery date the Seller shall not be liable for any loss or damage caused by any delay in delivery.
6. Risk and Property
6.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
6.1.1 when the Goods are delivered at the Buyer’s delivery address or at a 3rd party courier address as instructed by the Buyer; or
6.1.2 in the case of the Goods being collected by the Seller or 3rd party courier as instructed by the Buyer.
7. Seller’s Property
7.1 Unless otherwise agreed by the Seller, any display or dispensing equipment or reusable packaging material provided to the Buyer with the Goods remains the property of the Seller and the Buyer shall deliver up such equipment and material in good condition to the Seller on request.
8. Warranties and Liability
8.1 The Seller warrants that the Goods will be fit for purpose, subject to the following:
8.1.1 the Seller shall have no liability for any defect from the Buyer’s negligence, failure to follow the Seller’s instructions (verbal or written) or, failure to store the Goods properly;
8.2 Where the Goods are sold under a consumer transaction, the statutory rights of the Buyer are not affected by these Conditions.
8.3 Where any valid warranty claim is notified to the Seller, as prescribed, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
8.4 Except for liability for death or personal injury caused by the Seller’s negligence and liability for fraud (for which the Seller’s liability shall be unlimited), the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the contract for any direct loss and damage shall not exceed the price of the Goods.
9. Insolvency of Buyer
9.1 This clause applies if:
9.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
9.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
9.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2 If this clauses applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer and the Seller reserves the right to enter the Buyers premises to obtain any display, dispensing, and reusable packaging material belonging the Seller.
10.1 The Seller can perform any of its obligations or exercise any of its rights itself or through any other company which at the relevant time is its holding company or subsidiary (as defined by section 736 of the Companies Act 1985 as amended) or the subsidiary of any such holding company.
10.2 Any notice to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Hand delivered notices and email notices shall take effect immediately on delivery and postal notices (send by 1st class post), two working days after posting.
10.3 No waiver by the Seller of any breach of contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
10.5 These conditions and any contract shall be governed by the laws of England (in the case of Cloetta UK Limited) and Ireland (in the case of Cloetta Ireland Limited) and any dispute shall be subject to exclusive jurisdiction in the relevant courts.
Cloetta UK Limited
Fort Southwick, James Callaghan Drive, Fareham, Hampshire PO17 6AR, England
Reg No: 1726257 Vat No: 381056952
Cloetta Ireland Limited
IDA Business and Technology Park, Snugborough Road, Blanchardstown, Dublin 15, Ireland
Reg No: 285910 VAT No: IE 8285910F