These conditions will apply to any contract for the provision of Goods and/or Services to the Company and its customers by the Supplier. Please read these conditions carefully and make sure that you understand them, before accepting any orders for Goods and/or Services on e-foods Online. Please note that by accepting an order on e-foods Online, you agree to be bound by these Conditions and the other documents expressly referred to in it.
Standard terms and conditions for suppliers
1.1 In these conditions the following words shall have the following meanings:
|“Charges”||the price payable by the Company to the Supplier in respect of the Goods being the price shown on the e-Foods Online End of Day Reports on the day when the Order is received by the Supplier;|
|“Company”||e-Foods Limited (registration no. 4631608)|
|“Contract”||the contract for the supply by the Supplier of the Services to the Company incorporating these conditions and the Licence Terms for e-Foods Online and including any terms specifically agreed in writing by a duly authorised representative of the Company;|
|“Customers”||customers of the Company;|
|“Delivery”||delivery of the Goods to the address notified by the Customer under the terms of an Order;|
|“Goods”||any goods to be supplied by the Supplier to a Customer (including any part or parts of them);|
|“Licence Terms”||the Company’s licence terms relating to the use and support of e-Foods Online, as amended by the Company from time to time;|
|“e-Foods Online”||the “e-foods online” internet based order management system operated by the Company.|
|“Order(s)”||the order or orders from a Customer placed either with the Company and referred by the Company to the Supplier, or alternatively, placed directly with the Supplier;|
|“Prices”||the prices charged by the Company to Customers for Goods as published or notified to the Supplier in accordance with condition 9;|
|“Services”||the fulfilling of an Order by the Supplier for and on behalf of the Company pursuant to these conditions;|
|“Supplier”||the persons who accept the Company’s appointment in accordance with these conditions.|
1.2 In these conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.3 In these conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires and any references to persons should include all companies and unincorporated bodies.
1.4 In these conditions the headings will not affect the construction of these conditions.
2. APPLICATION OF TERMS
2.1 These conditions, together with the Licence Terms and any terms expressly set out in the Contract are the only terms and conditions upon which the Company is prepared to deal with the Supplier and they shall govern the Contract to the entire exclusion of all other terms or conditions. No terms or conditions endorsed upon, delivered with or contained in any quotation, acknowledgement, acceptance or similar document provided by the Supplier will form part of the Contract and the Supplier waives any right which it otherwise might have to rely on such terms and conditions.
2.2 Any variation to these conditions shall have no effect unless expressly agreed in writing and signed by either a director or the company secretary of the Company.
2.2 The Company may from time to time vary these conditions by notifying the Supplier in writing.
3 GRANT OF LICENCE
3.1 The Company grants to the Supplier a non-exclusive, royalty free, non-transferable right to access and use e-Foods Online, only for the purpose of accepting and managing orders for the delivery of Goods to Customers , on the terms of the Contract and the Licence Terms (“the Licence”).
3.2 The Company shall maintain e-Foods Online and provide the Supplier with such technical support as described in the Licence Terms.
3.3 The Supplier shall, and shall procure that its employees and agents using e-Foods Online shall, at all times comply with the Licence Terms.
4. THE SERVICES
4.1 The Company shall from time to time refer Orders to the Supplier and the Supplier agrees to fulfil those Orders on behalf of the Company in accordance with these conditions.
4.2 Any Order placed directly by a Customer with the Supplier shall be deemed to be an Order accepted by the Supplier as agent on behalf of the Company and shall be subject to these conditions.
4.3 The Goods shall be supplied at the Prices notified in accordance with condition 9 and in accordance with the Company’s standard terms of supply.
4.4 As soon as the Supplier accepts an Order the Supplier shall, as agent for the Company, immediately raise a corresponding delivery note on e-Foods Online and notify the Company with true and accurate details of the Order, whether by inputting the Order onto e-Foods Online or otherwise. Failure to notify the Company of the Order within 14 days will result in non-payment of the Supplier’s Charges for that Order.
4.5 In the event that the Supplier is for whatever reason unable to fulfil an Order or otherwise perform the Services it must notify the Company immediately in which event the Company shall be at liberty to place that Order and any subsequent Orders from the Customer concerned with an alternative supplier (and if it considers it appropriate to do so, terminate this Contract in accordance with clause 12.2)
5. QUALITY AND QUALITY CONTROL
5.1 The Supplier warrants that:
5.1.1 all Goods supplied shall be of the best quality, and conform in all respects with the Order and any specification notified by the Company or the Customer; and
5.1.2 the Goods and Services provided by the Supplier and the Supplier’s premises and business operation generally shall comply with all relevant statutes, laws, rules and regulations of all governmental and regulatory bodies;
5.1.3 it will hold throughout the duration of the Contract all necessary permits and licences and will hold such relevant industry accreditations as the Customer or the Company may reasonably require.
5.2 The Supplier shall permit a duly authorised representative of the Company to enter and inspect its premises and facilities to ensure that appropriate quality standards and accreditations are in place and are being met, and that the Supplier is otherwise complying with these conditions.
5.3 The Supplier acknowledges that certain Customers may wish to inspect its premises and hereby agrees to permit access to such Customers for the purpose of conducting quality control inspections from time to time.
5.4 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not diminish or otherwise affect the Supplier’s obligations under the Contract.
5.5 The Supplier is required to maintain all appropriate records to facilitate the traceability of Goods from point of purchase to point of sale. All relevant food safety legislation and/or industry guidelines must be adhered too.
5.6 The Supplier will provide an efficient system for complaint handling and incident logging that is capable of a query resolution time not exceeding 72 hrs. Customer service records which identify issues, resolutions, trends and corrective actions must be held for a minimum of twelve months and available for analysis.
5.7 The Supplier must maintain a quality management system, which includes a product recall procedure and processes for the control of food safety hazards, which covers vendor assessment, intake, storage, handling and delivery. The Company (by its representatives and/or designated agents) reserves the right to conduct audits of the Supplier’s premises and property (e.g. vehicles) to ensure compliance with such system. Any inspection undertaken as a result of a failure to meet the required standard will incur a charge of £350 per day.
5.8 The Supplier shall immediately notify the Company of any critical event that may impact upon the Company’s reputation or goodwill or its relationship with a Customer.
Examples of critical events are listed below, although this list is not exhaustive
(a) A recall of Goods;
(b) Malicious tamper threat to Goods supplied;
(c) Serious accident/incident causing danger or harm to the Company or its Customers and their employees or property and/or to members of the public and their property; or
(d) Serious outbreak of food poisoning or contamination that may be injurious to health.
6. INDEMNITY AND INSURANCE
6.1 The Supplier shall keep the Company indemnified in full against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with:
6.1.1 any breach of these conditions by the Supplier; and
6.1.2 any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by a Customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the acts or omissions of the Supplier.
6.2 The Supplier shall obtain, pay for and maintain with a reputable insurer reasonably acceptable to the Company, for the benefit of the Supplier and the Company and for the duration of this Contract, one or more policies of insurance in respect of:
6.2.1 Public Liability Insurance, including contractual liability, for a sum of not less than [£5,000,000] for any one occurrence;
6.2.2 Employer’s Liability Insurance for a sum of not less than [£5,000,000] for any one claim for each employee; and
6.2.3 Product Liability Insurance, including contractual liability for a sum of not less than [£2,000,000] for each claim.
6.3 Each such policy of insurance shall cover any claim arising out of an event occurring during the term of the policy, regardless of whether the claim is made during or after the expiration of the term of the policy.
6.4 The Supplier shall ensure that the interest of the Company is noted on each such policy of insurance; and produce to the Company promptly on request a certificate of insurance for, or other evidence of, that insurance and evidence of the payment of the premium.
7. SUPPLIER’S UNDERTAKINGS
7.1 The Supplier undertakes:
7.1.1 to supply Customers with the Goods specified in each Order in an efficient, competent, diligent and timely manner;
7.1.2 in respect of each Delivery, to obtain a signed delivery note from the Customer as proof of Delivery and retain such signed delivery note for a minimum of 120 days and, in the event that the Supplier fails to obtain such signed delivery note, to be responsible for any consequences of not obtaining the same;
7.1.3 to notify the Company immediately by facsimile transmission or email of any complaints, queries or other matters raised by a Customer in connection with an Order in the event of such matters not being satisfactorily resolved between the Supplier and the Customer directly within 7 days of the issue first arising;
7.1.4 not to do anything which may prejudice the normal trading relationship between the Company and a Customer and, in particular but without limitation to the generality of the foregoing, not to supply goods or services (whether directly or indirectly) to a Customer save as agent for the Company pursuant to these conditions;
7.1.5 to promptly provide such information in relation to the Services as requested by the Company from time to time;
7.1.6 to serve the Company as its agent with all due and proper diligence (acting dutifully and in good faith) and to observe all instructions given by the Company in relation to the Services;
7.1.7 to state clearly in all documents issued to the Customers that it acts as agent of the Company and shall not in any communications with the Customers either expressly or by implication or otherwise describe itself as acting in any other capacity;
7.1.8 the Supplier shall deliver Goods to Customers at the agreed frequency, within plus or minus one hour of the designated delivery times. The Supplier shall report on a monthly basis the delivery performance to the Company. The Customer must be informed of the likelihood of a late delivery a minimum of one hour prior to the time the delivery is due;
7.1.9 the Supplier is required to carry out it’s own risk assessments and make appropriate plans in relation to vehicle access and handling at the Customers designated delivery point. Whilst on a Customer’s premises all of the Supplier’s staff are required to abide by the Customer’s health and safety instructions;
7.1.10 the Supplier must maintain the following delivery temperatures. A tolerance of +3°c will be allowed for multi drop vehicles
Any product exceeding (warmer than) the critical point may be rejected by the Customer;
7.1.11 the Supplier shall be responsible for removal of the delivery packaging and media from the Customer’s premises. Delivery media must be removed on a regular basis and in all cases may not remain on the Customer’s premises for a period of time no later than the next delivery;
7.1.12 all delivery vehicles must be maintained by the Supplier in accordance with legal requirements. Vehicles must be ‘fit for purpose’, cleaned daily and records held for a minimum of 12 months to be available for inspection upon request.
7.2 Save as is expressly provided elsewhere in these conditions the Supplier shall not without the Company’s prior written approval incur any liabilities or obligations on behalf of the Company nor pledge the credit of the Company nor make any representations nor give any warranty on behalf of the Company. The Supplier has no authority to take part in any dispute or institute or defend any proceedings or settle or attempt to settle or make any admission concerning any dispute, proceedings or other claim relating to the Goods or relating to the affairs of the Company generally. The Supplier shall, however, provide to the Company such assistance as it may reasonably require to deal with any complaints, resolve any dispute or instigate or defend any proceedings in relation to the Services.
Notwithstanding that the Supplier shall act as agent of the Company in fulfilling of Customer orders, as between the Company and the Supplier the Goods shall remain at the risk of the Supplier until Delivery to the Customer is complete (including off-loading and stacking) and title in the Goods shall be deemed to pass from the Supplier to the Company immediately prior to Delivery to the Customers.
9.1 Prices shall be agreed with the Customer by the Company. The Prices for the Goods shall (save in the case of manifest error or where the Company otherwise notifies the Supplier) be as shown on e-Foods Online at the time when the Order is received by the Supplier. The Supplier in its acceptance of an Order as the Company’s agent shall be bound by the Prices as published or notified at the time the Order is received by the Supplier.
9.2 The Company may agree certain discounts on the Prices with a Customer and hereby undertakes to notify the Supplier of such discounts where they apply. The Supplier shall be bound by any discounts that are so agreed between the Company and the Customer.
9.3 The Company shall pay the Charges to the Supplier in accordance with condition 10.3 below.
9.4 No variation in the Prices or Charges will be accepted by the Company unless agreed in writing.
10. PAYMENT AND DEBTS
10.1 The Company shall have the exclusive right to invoice, collect and receive payment for the Goods from the Customer. Any sums received by the Supplier from a Customer shall be held on trust for the Company and shall be paid to the Company as soon as practicable and in any event within 5 working days.
10.2 The Company shall notify the Supplier of agreed credit terms with Customers from time to time.
10.3 The Company shall pay the Supplier’s Charges for the Goods supplied by the Supplier within 5 working days of receiving payment from the Customer in respect of those Goods. The Company shall not be liable to pay the Supplier for Goods supplied to a Customer until such time as the Company receives payment from that Customer.
10.4 The Company shall be entitled to set-off any amounts as may be due from the Supplier to the Company from amounts due and payable under condition 10.3.
10.5 Save for the Supplier’s Charges, the Company shall not be liable for any costs, losses, liabilities and expenses howsoever incurred by the Supplier arising out of the supply of Goods and Services to Customers.
The Supplier shall keep in strict confidence (and not disclose or make use of) the identity of and details relating to the Customers, the Goods supplied to and the Prices charged to Customers, and all commercial know-how, specifications, inventions, processes or initiatives of the Company which are of a confidential nature and have been disclosed to the Supplier by the Company or its agents and any other confidential information concerning the Company’s business or its products which the Supplier may obtain in performing the Services and the Supplier shall restrict disclosure of such confidential material to such of its employees, agents or sub-suppliers as need to know the same for the purpose of discharging the Supplier’s obligations to the Company and shall ensure that such employees, agents or sub-suppliers are subject to similar obligations of confidentiality as bind the Supplier.
12.1 Either party may terminate the Contract by serving on the other no less than 3 months notice in writing.
12.2 The Company shall have the right at any time by giving notice in writing to the Supplier to terminate the Contract forthwith if:
12.2.1 the Supplier commits a breach of any of the terms and conditions of the Contract, including (but not limited to) a failure to fulfil an Order in accordance with these conditions or a failure to comply with the Licence Terms.
12.2.2 any distress, execution or other process is levied upon any of the assets of the Supplier;
12.2.3 the Supplier enters into any compromise or arrangement with its creditors, commits any act of bankruptcy or if an order is made or an effective resolution is passed for its winding up (except for the purposes of amalgamation or reconstruction as a solvent company) or if a petition is presented to court, or if a receiver and/or manager, receiver, administrative receiver or administrator is appointed in respect of the whole or any part of the Supplier’s undertaking or assets;
12.2.4 the Supplier ceases or threatens to cease to carry on its business; or
12.2.5 the financial position of the Supplier deteriorates to such an extent that in the opinion of the Company the capability of the Supplier to fulfill its obligations under the Contract has been placed in jeopardy.
12.2.6 there is a change of control of the Supplier (within the meaning of section 1124 of the Corporation Taxes Act 2010).
12.3 The termination of the Contract, however arising, will be without prejudice to the rights and obligations of the parties accrued prior to termination. The conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
13. CONSEQUENCES OF TERMINATION
13.1 In the event that the Company terminates the Contract pursuant to condition 12.2 above, the Supplier shall without prejudice to any other right or remedy which the Company may have (for damages or under the indemnity in condition 5), pay to the Company a sum as a contribution towards the cost to the Company of replacing the Supplier with an alternative supplier to fulfil the Customer’s requirements. This sum shall be calculated by multiplying the total Charges payable to the Supplier in the 12 months prior to the date of termination by 5%. Such sum shall not include any other losses suffered by the Company as a result of the Supplier’s breach.
14.1 The Supplier shall not be entitled to assign (or sub-contract) the Contract or any part of it without the prior written consent of the Company. In particular, the Supplier shall not be entitled to assign the benefit of any sums payable hereunder save with the prior written consent of the Company.
14.2 The Company may assign the Contract or any part of it to any person, firm or company.
15. POST TERMINATION RESTRICTION
The Supplier in agreeing to its appointment in accordance with these conditions hereby undertakes that it will not (whether directly or indirectly and whether itself or via any third party) for a period of 12 months from the termination of the Contract solicit orders from any Customer it has supplied at any time during the term of the Contract.
16.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
16.2 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, void ability, 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.
16.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
16.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Supplier will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
16.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
16.6 Nothing in these conditions is intended to, or shall be deemed to, constitute a partnership.
16.7 A person who is not a party to the Contract shall not have any rights under or in connection with it.
e-Foods Online is operated by:
(Company number 04631608)