Terms & Conditions of Sale (Wholesale)
1. About us and these terms
1.1 These terms and conditions ("Terms") govern the sale of goods by Mini Pie Co Ltd (company number 17312987, registered office Unit G Colindale Business Park, Carlisle Road, London, England, NW9 0HN) ("we", "us", "our") to the business customer named on the relevant order ("you", "Buyer").
1.2 We supply on a business-to-business basis only. These Terms are not intended for, and we do not sell directly to, consumers. Nothing in these Terms affects any statutory rights that cannot lawfully be excluded.
1.3 You can contact us at hello@minipieco.co.uk.
1.4 These Terms apply to the contract to the exclusion of any other terms the Buyer seeks to impose or incorporate, including any terms on the Buyer’s purchase order or business documents.
2. Orders and how a contract is formed
2.1 Orders may be placed by telephone or email. Each order is an offer by the Buyer to purchase goods (“Goods”) in accordance with these Terms.
2.2 An order is only accepted, and a contract formed, when we confirm acceptance in writing (including by email) or when we despatch the Goods, whichever happens first. We may decline any order.
2.3 The Buyer is responsible for ensuring the accuracy of its order. Any quotation is valid for 30 days unless stated otherwise and is not an offer capable of acceptance.
2.4 Minimum order values, order lead times and carriage terms are as notified to the Buyer or set out in our current price list.
3. Our Goods, allergens and food information
3.1 The Goods are freshly baked, perishable bakery products. Slight variation in appearance, size and colour is normal for a hand-finished product.
3.2 We provide ingredient, allergen and shelf-life information for each product by way of product specifications and/or labelling. The Buyer is responsible for reviewing this information and for passing accurate allergen and ingredient information on to its own customers.
3.3 The Buyer is responsible, once the Goods are delivered, for correct storage, handling, display, date-rotation and for compliance with all food-safety and labelling laws applicable to its own business, including any re-labelling or point-of-sale allergen information it provides.
3.4 The Buyer must not alter, remove or obscure any of our labelling, or re-package the Goods in a way that removes allergen or date information, unless it assumes full responsibility for compliant re-labelling.
4. Prices and payment
4.1 Prices are as set out in our current price list or quotation and are exclusive of VAT and of delivery/carriage unless stated otherwise. VAT will be added where applicable.
4.2 Payment terms are [Pro-forma payment for first orders and new accounts; thereafter payment in full within 30 days of the date of our invoice]. Time for payment is of the essence.
4.3 If any sum is not paid when due we may (without limiting our other rights) suspend further deliveries, and charge interest and compensation on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998.
4.4 The Buyer must pay all sums in full without set-off, counterclaim, deduction or withholding.
5. Delivery, risk and title
5.1 We deliver by pallet or by Royal Mail (or other carrier) to the address agreed in the order. Any delivery dates are estimates only and time of delivery is not of the essence.
5.2 Risk in the Goods passes to the Buyer on delivery. The Buyer must ensure someone is available to receive and, where appropriate, refrigerate or freeze the Goods promptly on delivery.
5.3 Title to the Goods does not pass to the Buyer until we have received payment in full. Until title passes, the Buyer must store the Goods so they are identifiable as ours.
5.4 If the Buyer fails to take delivery, we may charge reasonable storage and re-delivery costs; we are not liable for deterioration of perishable Goods caused by the Buyer’s failure to take or store delivery correctly.
6. Inspection, shortages and damage
6.1 The Buyer must inspect the Goods on delivery and notify us in writing of any shortage, damage, defect or quality concern within [e.g. 2 working days] of delivery, with supporting photographs where relevant. Any food-safety concern must be reported to us immediately.
6.2 Where the Buyer validly notifies us of a shortage, or of Goods that are damaged, defective, not of satisfactory quality or not as described, our liability is, at our option, to replace the affected Goods or to issue a credit or refund for them.
6.3 The Buyer must not destroy or dispose of affected Goods without giving us a reasonable opportunity to inspect them, unless food-safety requires immediate disposal (in which case photographic evidence should be kept).
7. Returns and refunds
7.1 The Goods are freshly baked and perishable and are not supplied on a sale-or-return basis. We do not accept returns of, or give refunds for, Goods on the basis of change of mind, over-ordering, or the Buyer’s inability to sell them on.
7.2 Clause 7.1 does not affect the Buyer’s remedies under clause 6, or any statutory right or remedy that cannot lawfully be excluded, in respect of Goods that are damaged, defective, unsafe, not of satisfactory quality, not fit for purpose or not as described.
8. Quality warranty
8.1 We warrant that, on delivery, the Goods will conform in all material respects with their specification and will be of satisfactory quality. Given the perishable nature of the Goods, this warranty is conditional on the Buyer storing, handling and using the Goods correctly and within their shelf life.
8.2 Except as expressly set out in these Terms, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.
9. Liability
9.1 Nothing in these Terms limits or excludes our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; breach of the statutory terms as to title; defective products under the Consumer Protection Act 1987; or any other liability that cannot lawfully be limited or excluded.
9.2 Subject to clause 9.1, we are not liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of business, loss of goodwill, or any indirect or consequential loss.
9.3 Subject to clause 9.1, our total liability to the Buyer in connection with each contract is limited to the price paid for the Goods to which the claim relates.
10. Food safety and product withdrawal
10.1 The Buyer must comply with our storage and handling instructions and with all applicable food-safety laws. In the event of a product withdrawal or recall, the Buyer will co-operate promptly and reasonably with us and with any competent authority.
11. Cancellation and changes
11.1 Because the Goods are made to order and perishable, a confirmed order may only be cancelled or amended with our agreement. [ cancellations accepted only before production begins].
11.2 We may cancel or suspend an order if the Buyer’s account is overdue, if the Buyer becomes insolvent, or due to circumstances beyond our reasonable control.
12. Intellectual property and brand
12.1 The Mini Pie Co name, logo, designs and all related intellectual property remain our property. The Buyer may refer to the brand for the purpose of reselling the Goods but must not otherwise use our branding, or imply any partnership or endorsement, without our written consent.
13. Force majeure
13.1 We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including supply, ingredient, utility, staffing or transport failures, extreme weather, or acts of government.
14. General
14.1 The Buyer may not assign or transfer its rights without our consent. We may assign or subcontract our obligations.
14.2 No delay or failure to enforce these Terms is a waiver. If any provision is found unenforceable, the remaining provisions continue in force.
14.3 These Terms and any related order form the entire agreement between the parties in relation to their subject matter.
14.4 Nothing in these Terms creates any partnership, agency or employment relationship between the parties.
15. Governing law and jurisdiction
15.1 These Terms and any dispute arising from them are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.