In these terms and conditions:
1.1 "The Company" means Indigo Herbs Limited, and any other marketing or trading names in use.
1.2 "The Customer" means any person, firm, company or other legal entity which places an order, or buys any Products from the Company and includes the employees, servants, agents, principals (whether disclosed or undisclosed) or sub-contractors of any such person, firm, company or other legal entity.
1.3 "Food" means any food or beverage.
1.4 "Non-Food" means any goods which are not Food.
1.5 "Contract" means a contract between the Company and the Customer for the sale and purchase of the Products.
1.6 "Products" means any Food and/or Non-Food agreed in the Contract to be supplied by the Company to the Customer.
1.7 "Statutory Interest" means statutory interest as defined in the Late Payment of Commercial Debts (Interest) Act 1998 as amended & supplemented by the Late Payment of Commercial Debts Regulations 2002.
1.8 "Terms and Conditions" means these terms and conditions of sale.
2. ORDERS AND CONTRACTS
By placing an order with the Company either on the 'phone or via the Company’s website, the Customer is offering to contract with the Company on the basis of these Terms and Conditions. The Contract shall be formed when the Company acknowledges acceptance of the Customer’s order or delivers the Products to the Customer whichever occurs earlier. The Contract is subject to availability of stock. Neither the Company’s price list nor any prices which appear on the Company’s website constitute an offer and the Company may amend its published prices at any time prior to formation of the Contract in accordance with this Condition. Any current price list replaces all previous price lists. Prices are quoted exclusive of VAT which will be charged where applicable.
Wholesale and drop ship accounts are not intended for re-sale on Amazon or eBay. We reserve the right to cancel any accounts where this is found to be happening.
3. VARIATIONS AND DISCOUNTS
3.1 Unless otherwise agreed in writing the Company reserves the right to make such amendments to the Contract as it thinks fit or to terminate the Contract should any information or data supplied by the Customer to the Company prove to be incomplete or inaccurate in any respect.
3.2 The Company reserves the right to vary or alter the specification of Products without notice unless otherwise agreed in writing with the Customer.
The risk of loss or damage to the Products shall pass to the Customer upon delivery to the Customer’s premises and, subject to Condition 6.2, signature of a delivery note for the Products by a responsible person on behalf of the Customer provided that the Company shall not be responsible for any loss or damage to the Products sustained whilst on the delivery premises but before signature of the delivery note if such loss or damage arises as a consequence of the condition of the delivery premises or the act, default or omission of the Customer or its representative.
5. SETTLEMENT TERMS
5.1 In the case of customers who do not have a current credit agreement, all sums payable in respect of Food and Non-Food must be paid prior to dispatch of goods.
5.2 In the case of customers who do have a current credit agreement, all sums payable in respect of Food and Non-Food must be paid for in agreement with your credit terms.
6. DELIVERY AND DELAY
6.1 Deliveries of Products to the Customer shall be in accordance with the Company’s delivery schedule. The Company shall not be liable for any loss or damage whatsoever arising as a result of failure to deliver Products by a particular date or arising as a result of any cause beyond the Company’s control. Time for delivery shall not be of the essence unless otherwise agreed by the Company in writing.
6.2 Delivery of Products shall be made by the Company or their agents to such reasonably accessible premises as the Customer shall reasonably require. The Customer shall allow the Company or their agents reasonable access to such premises and shall use best endeavours to ensure that a responsible person shall be at the place of delivery to take delivery of the Products and to sign for them. In the event of no such person being present at the time of delivery the Company or their agents will leave a card advising of attempted delivery and attempt delivery on the next working day or other time as agreed with the Customer. Risk for products where initial delivery has failed because no one was present to receive them shall pass to the Customer and no liability shall remain with the Company in respect of the Products.
6.3 If the Customer fails to take delivery or fails to give the Company adequate delivery instructions at the time stated for delivery then without prejudice to any other right or remedy available to the Company, the Company may do one or more of the following:
6.3.1 Charge the Customer the cost of carriage of the refused delivery both to and from the premises of the Customer in addition to the Company’s administration charges involved;
6.3.2 Charge the Customer the full cost price of the Products and a sum in respect of its loss of profit provided that the Company shall use its reasonable endeavours to mitigate such loss.
7. ACCEPTANCE AND CLAIMS PROCEDURE
7.1 The Customer must check that the quantity and specifications of Products delivered correspond with the Contract within 24 hours of delivery.
7.2 Claims in respect of short deliveries or damage to Products reasonably visible on inspection must be made to the Company within 24 hours of the time of the delivery which gives rise to the claim. The Customer must retain damaged Products for inspection and collection. Credit will only be granted by the Company if the provisions of this Condition are complied with.
8. CANCELLATION OF CONTRACT
The Contract may not be cancelled by the Customer without the consent of the Company. The Company reserves the right upon consent being given to levy a cancellation charge to cover the Company’s losses arising from the cancellation. Non-stock Products ordered on behalf of the Customer cannot be returned, unless the Company agrees to accept them.
9.1 The Company warrants that all Food Products shall comply with the Food Safety Act 1990 and all relevant UK legislation from time to time in force. The Company warrants that all Non- Food Products shall comply with all relevant UK legislation from time to time in force.
9.2 The Company gives no warranties in respect of the Equipment. The Company will to the extent that it is able at the sole cost and expense of the Customer assign or make available to the Customer the benefit of any warranties or guarantees relating to the Equipment obtained from the manufacturer thereof.
10. LIMITATION OF THE COMPANY’S LIABILITY
10.1 The Company limits its liability to the maximum extent permitted by law as follows:
10.1.1 In respect of Food Products, the Company’s liability shall be limited to Food Products consumed up to and including the "Best before" or "Use by" date;
10.1.2 the Company’s liability shall be limited at its option to replacing the whole or any part of any Products found to be damaged or otherwise defective or refunding or crediting the purchase price or a pro rata portion of the purchase price of the Products of which the defective Products form part.
10.2 The Company shall have no liability for any loss or damage suffered by the Customer or any other person:
10.2.1 as a consequence of any defect in any Product caused by abnormal conditions of storage, treatment or handling or any negligence or wrongful act on the part of the Customer or its employees or agents;
10.2.2 for claims for damage reasonably apparent on inspection at the time of delivery or for short delivery unless the provisions of Condition 7 (Acceptance and Claims Procedure) have been complied with;
10.2.3 For any claim arising on an invoice issued more than 3 months before the date upon which such claim is received by the Company;
10.2.4 for any loss of profit, loss of sale, loss of goodwill, loss of reputation, loss of customers and any other similar losses caused by the Company’s negligence or other wrongful act on the Company’s part or that of its employees or agents;
10.2.5 for any failure by the Company to perform any of its obligations in these Terms and Conditions caused by circumstances beyond its reasonable control.
11. ADDITIONAL TERMS
11.1 The parties to the Contract do not intend that any term of the Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
11.2 The Contract shall be governed by the laws of England and the Company and the Customer agree to submit to the non-exclusive jurisdiction of the English Courts.
11.3 If the Customer is a partnership the liability of the individual partners to the Company shall be joint and several.
11.4 The signature on behalf of a Customer who is a limited company by any person purporting to sign with the Customer’s authority shall bind the Customer and the Customer shall be liable to comply with the terms of the Contract.
11.5 The Customer shall be liable to comply with the terms of the Contract and pay for any Products which are ordered using its Customer account number.
11.10 The Company reserves the right to amend these Terms and Conditions from time to time on giving not less than 7 days prior notice to the Customer.
12. INSOLVENCY OF CUSTOMER
In the event that:
12.1 the Customer makes any voluntary arrangement with its creditors, proposes to enter into a company voluntary arrangement, enters into administration, is unable to pay its debts as they fall due, makes application to a Court to suspend enforcement action against it, goes into liquidation (in the event that the Customer is a company) or becomes insolvent, enters into a trust deed or voluntary arrangement for the benefit of its creditors (in the event that the Customer is an individual or firm), or if the equivalent occurs under any jurisdiction; or
12.2 an encumbrancer takes possession of, or a receiver or administrative receiver is appointed over, any of the property or assets of the Customer; or
12.3 The Customer suspends any payments hereunder or ceases, or threatens to cease, to carry on business; or
12.4 the Company reasonably considers that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly;
then without prejudice to any other rights or remedies available to the Company, the Company shall be entitled forthwith to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer and if the Products have been delivered but not paid for, the price shall become immediately payable notwithstanding any previous agreement to the contrary.
13. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or reduce the volume of Products ordered by the Customer or to cancel the Contract without liability to the Customer if it is prevented from or delayed in the carrying out of its obligations under the Contract due to circumstances beyond its reasonable control including without limitation any failure or delay on the part of the supplier of any of the Products to supply the Products to the Company, any strike, lock-out or other industrial action, fire, explosion, flood, closure of motorways or other roads leaving no alternative route, unusually severe weather conditions or unusually severe traffic congestion which could not reasonably have been anticipated leaving no alternative route, loss of power or telecommunications systems or computer failure or breakdown.
14. INTELLECTUAL PROPERTY
Copyright and all other intellectual property rights in the Products shown in the Company’s lists shall remain at all times the property of the Company. The Customer shall acquire no rights in the Products except as expressly provided for in these Terms and Conditions.
14.1 While every effort is made to ensure that the information contained in this site is correct, the Company makes no warranty express or implied as to the nature or accuracy of any such material to the extent permitted by applicable law. The Company may make changes to any content and information contained on this site, at any time without notice.
14.2 The legal ownership and any copyright or other intellectual property rights in the site and its design, text, graphics, software and all other material on the site belong to the Company at all times, unless otherwise stated. You may only download material or view and/or print a single hard copy for private or non commercial use and no part of the site or its material shall otherwise the Company. Any framing of or linking to this site is prohibited without the prior written permission of the Company
15. APPLICABILITY OF TERMS AND CONDITIONS
These Terms and Conditions shall be incorporated into the Contract and shall apply in place of and prevail over any terms and conditions contained or referred to in any communication from the Customer or implied by custom or practice. Other purported terms and conditions are expressly rejected by the Company.