Terms and Conditions

    Supplier:

    RYD FOOD & DRINKS LIMITED (No. 09193472) t/a CEIBA

    Ceiba’s address:

    Small Meadow Sturt Green, Holyport, Maidenhead, SL6 2JF

    Ceiba’s VAT number:

    266 6389  58

    TERMS AND CONDITIONS

    1. DEFINITIONS  

    Business Day:

    a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

    Conditions:

    these terms and conditions set out in Clause 1 to Clause 12 (inclusive).

    Contract:

    the contract between Ceiba and the Customer for the sale and purchase of the Goods in accordance with the Order Details, and these Conditions.

    Delivery Date:

    the date specified for delivery of an Order in accordance with Clause 2.

    Delivery Location:

    the address for delivery of the Goods, as set out in the Contract Details.

    Force Majeure Event:

    events, circumstances or causes beyond a party’s reasonable control

    Goods:

    the goods (or any part of them), as set out in the Order Details.

    Order:

    an order for the Goods submitted by the Customer in accordance with Clause 2.

    Price:

    the price for the Goods, as set out in the Order Details, or if no price is quoted, the price set out in Ceiba’s published price list in force as at the date of delivery.

    2. ORDERS

    2.1 Orders shall be given in writing or made through the website. Ceiba may accept or decline Orders at its absolute discretion. Ceiba may, at its discretion, accept an amendment to an Order by the Customer.

    2.2 Ceiba shall assign an order number to each Order it accepts and notify the order number to the Customer. Each party shall use the relevant order number in all subsequent correspondence relating to the Order.

    2.3 After confirming an Order, Ceiba shall as soon as is practicable inform the Customer of Ceiba’s estimated delivery date for the Order.

    2.4 The Customer is responsible for ensuring that Orders and any applicable Specification are complete and accurate. The Customer shall give Ceiba all necessary information that Ceiba reasonably requires in order to fulfil each Order.

    3. THE GOODS  

    3.1 Any advertising produced by Ceiba and any descriptions or illustrations contained in Ceiba’s brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

    3.2 Ceiba reserves the right to amend the specification of the Goods from time to time.

    4. DELIVERY  

    4.1 Ceiba shall ensure that each delivery of Goods is accompanied by a delivery note which shows the, order number, the type and quantity of Goods, special storage instructions (if any) and, if the relevant Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

    4.2 Ceiba shall endeavour to deliver Goods to the Delivery on the relevant Delivery Date.

    4.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

    4.4 Delivery Dates are approximate only, and the time of delivery is not of the essence. Ceiba shall not be liable for any delay in delivery of any Goods that is caused by:

    (a) a Force Majeure Event; or

    (b) the Customer’s failure to provide Ceiba with adequate delivery instructions or any other instructions that are relevant to the delivery of the Goods.

    4.5 If Ceiba fails to deliver Goods by the relevant Delivery Date, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the Goods. Ceiba shall have no liability for any failure to deliver Goods to the extent that such failure is caused by:

    (a) a Force Majeure Event; or

    (b) the Customer’s failure to provide Ceiba with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

    4.6 If 10 Business Days after the day on which Ceiba attempted to make delivery of Goods the Customer has not taken delivery of those Goods, Ceiba may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods, or charge the Customer for any shortfall below the price of the Goods.

    4.7 If Ceiba delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.

    4.8 Ceiba may deliver Orders by instalments, which shall be invoiced and paid for separately. The Customer may not cancel an instalment because of any delay in delivery or defect in another instalment.

    5. QUALITY AND FITNESS FOR PURPOSE  

    5.1 Ceiba warrants that on delivery, for a period up to the “best before” date on each item comprising the Goods (warranty period), the Goods shall:

    (a) conform with their description;

    (b) be free from material defects in design, material and workmanship; and

    (c) be fit for any purpose held out by Ceiba.

    5.2 Subject to Clause 5.3, if:

    (a) the Customer gives notice in writing to Ceiba during the warranty period, discovery that some or all of the Goods do not comply with the warranties set out in Clause 5.1;

    (b) Ceiba is given a reasonable opportunity of examining such Goods; and

    (c) the Customer (if asked to do so by Ceiba) returns such Goods to Ceiba’s place of business at the Ceiba’s cost,

    Ceiba shall, at its option, repair or replace any Goods that are found to be defective, or refund the price of such defective Goods in full.

    5.3 Ceiba shall not be liable for Goods’ failure to comply with the warranties set out in Clause 5.1 if:

    (a) the Customer makes any further use of such Goods after giving notice of defects in accordance with Clause 5.2;

    (b) the defect arises because the Customer failed to follow Ceiba’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

    (c) the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions; or

    (d) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

    5.4 Ceiba’s only liability to the Customer if the Goods fail to comply with the warranties set out in Clause 5.1 is as set out in this Clause 5.

    5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

    5.6 The terms of the Contract shall apply to any repaired or replacement Goods supplied by Ceiba.

    6. TITLE AND RISK  

    6.1 Risk in Goods shall pass to the Customer on completion of unloading the Goods at the Delivery Location.

    6.2 Title to Goods shall only pass to the Customer once Ceiba receives payment in full (in cash or cleared funds) for them.

    6.3 Until title to the Goods has passed to the Customer, the Customer shall:

    (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Ceiba’s property;

    (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

    (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

    (d) notify Ceiba immediately if it becomes subject to any of the events listed in Clause 11.1(a); and

    (e) give Ceiba such information relating to the Goods as Ceiba may require form time to time.

    6.4 Ceiba may recover Goods in which title has not passed to the Customer. The Customer irrevocably licenses Ceiba, its officers, employees and agents, to enter any premises of the Customer (including with vehicles), in order to satisfy itself that the Customer is complying with the obligations in Clause 5.3, and to recover any Goods in which property has not passed to the Customer.

    6.5 Ceiba may at any time after delivery elect to transfer title in the Goods to the Customer, in which case the Customer shall immediately pay the Price to the Seller.

    7. PRODUCT RECALL  

    7.1 If the Customer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) it shall immediately notify Ceiba in writing enclosing a copy of the Recall Notice.

    7.2 Unless required by law, the Customer may not undertake any recall or withdrawal without the written permission of Ceiba and only then in strict compliance with Ceiba’s instructions as to the process of implementing the withdrawal.

    8. PRICE AND PAYMENT  

    8.1 The Customer shall pay for Goods in accordance with this Clause 8.

    8.2 The Price excludes:

    (a) the costs of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer in addition to the Price; and

    (b) amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Ceiba at the prevailing rate (if applicable), subject to the receipt of a valid VAT invoice.

    8.3 Ceiba may invoice the Customer for the price of Goods plus VAT at the prevailing rate (if applicable) on or at any time after. Ceiba shall ensure that the invoice includes the date of the Order, the invoice number, Ceiba’s VAT registration number, and any supporting documentation that the Customer may reasonably require.

    8.4 The Customer shall pay invoices in full in cleared funds within 30 Business Days of the invoice date. Payment shall be made to the bank account nominated in writing by Ceiba.

    8.5 If the Customer fails to make any payment due to Ceiba under the Contract by the due date for payment, then, without limiting Ceiba’s remedies under Clause 11:

    (a) the Customer shall pay interest on the overdue amount at the rate of 4% per annum above The Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

    (b) Ceiba may suspend all further deliveries of Goods until payment has been made in full.

    8.6 The Customer shall pay all amounts due under the contract in full without set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Ceiba may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by Ceiba to the Customer.

    9. LIMITATION OF LIABILITY  

    9.1 Nothing in this Contract shall limit or exclude Ceiba’s liability for:

    (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

    (b) fraud or fraudulent misrepresentation;

    (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;

    (d) defective products under the Consumer Protection Act 1987; or

    9.2 Subject toClause 9.1:

    (a) Ceiba shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

    (b) Ceiba’s total liability to the Customer for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid and/or payable by the Customer for Goods under this Contract.

    10. COMPLIANCE WITH RELEVANT LAWS AND POLICIES

    10.1 In performing its obligations under the Contract, Ceiba shall comply with all applicable laws, statutes, regulations from time to time in force; and provided that Ceiba shall not be liable under this agreement if, as a result of such compliance, it is in breach of any of its obligations under this agreement

    10.2 The Customer may immediately terminate the Contract for any breach of this Clause 10. by Ceiba.

    11. CUSTOMERS’ INSOLVENCY OR INCAPACITY

    11.1 If the Customer becomes subject to any of the events listed in this Clause 11, or if Ceiba reasonably believes that the Customer is about to become subject to any of them and notifies the Customer, then without limiting any other right or remedy available to Ceiba, Ceiba may cancel or suspend all further deliveries without incurring any liability to the Customer and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.

    (a) the Customers takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

    (b) the Customers suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

    (c) the Customers’ financial position deteriorates to such an extent that in Ceiba opinion the Customers’ capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

    11.2 Without limiting its other rights or remedies, Ceiba may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.

    12. GENERAL

    12.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this Contract by giving 14 days’ written notice to the affected party.

    12.2 Assignment and other dealings

    (a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Ceiba.

    (b) Ceiba may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this agreement.

    12.3 Entire agreement

    (a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

    (b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

    12.4 Variation.  No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

    12.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

    12.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

    12.7 Notices

    (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, email.

    (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 12.7(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.

    (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

    12.8 Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms.

    12.9 Governing law. This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

    12.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation .