Terms and conditions for the sale and supply of goods to business customers

1. Definitions and interpretation

    1.1 In these Conditions the following definitions apply:

Affiliate

means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

Bribery Laws

means the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent legislation in any other relevant jurisdiction;

Business Day

means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;

Conditions

means the Supplier’s terms and conditions of sale set out in this document;

Confidential Information

means any commercial, financial or technical information, information relating to the Goods, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

Contract

means the agreement between the Supplier and the Customer for the sale and purchase of the Goods incorporating these Conditions and the Order;

Control

has the meaning given to it in section 1124 of the Corporation Tax Act 2010 OR means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company and Controls, Controlled and under common Control shall be construed accordingly;

Customer

means the person who purchases the Goods from the Supplier and whose details are set out in the Order;

Force Majeure

means an event or sequence of events beyond a party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

Goods

means the goods and related accessories, spare parts and documentation and other physical material set out in the Order and to be supplied by the Supplier to the Customer;

Intellectual Property Rights

means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in Confidential Information, rights to sue for passing off, domain names and all similar rights and, in each case:

    whether registered or not

    including any applications to protect or register such rights

    including all renewals and extensions of such rights or applications

    whether vested, contingent or future

    to which the relevant party is or may be entitled, and

    in whichever part of the world existing;

IPR Claim

has the meaning given in clause 14.1;

Location

means the address(es) for delivery of the Goods as set out in the Order;

MSA Offence

has the meaning given in clause 11.1.1;

 

 

Order

means an order for the Goods from the Supplier placed by the Customer online;

Price

has the meaning given in clause 3.1;

Specification

means the descriptionor specification of the Goods and their packaging set out or referred to in the Order;

Supplier

Tata Global Beverages GB Limited, registered in England and Wales under company number: 03019950. Registered office is at 325 Oldfield Lane North, Greenford, Middlesex UB6 0AZ with VAT number is: GB 657573790.

 VAT

means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods; and

Warranty Period

has the meaning given in clause 9.1.

    1.2 In these Conditions, unless the context requires otherwise:

        1.2.1 any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

        1.2.2 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;

        1.2.3 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;

        1.2.4 a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

        1.2.5 a reference to a gender includes each other gender;

        1.2.6 words in the singular include the plural and vice versa;

        1.2.7 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

        1.2.8 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);

        1.2.9 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and

2. Application of these conditions

    2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.

    2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.

    2.3 No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Supplier. Each Order by the Customer to the Supplier shall be an offer to purchase the Goods subject to these Conditions.

    2.4 The Customer may place an order on the site by selecting the goods its wishes to buy and following the payment process. Please read and check the order carefully before submitting it. However, if the Customer needs to correct any errors it can do so before submitting it to us.

    2.4.1 When the Customer places its order at the end of the online checkout process (when click on the button to finally process payment), the Supplier will acknowledge it by email. This acknowledgement does not, however, mean that the order has been accepted.

    2.4.2 The Supplier may contact the Customer to say that it does not accept the Customer’s order. This is typically for the following reasons:

    (a) the goods are unavailable;

    (b) the Supplier cannot authorise your payment;

    (c) there has been a mistake on the pricing or description of the goods.

    2.4.3 The Supplier will only accept the Customer’s order when the Supplier sends an email to confirm this (Confirmation Email). At this point:

    (a) a legally binding contract will be in place between the Customer and the Supplier; and

    (b) the Supplier will dispatch the goods to the Customer.

    2.5 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Goods shall arise, until the earlier of:

    2.5.1 the Supplier’s written acceptance of the Order; or

    2.5.2 the Supplier dispatching the Goods or notifying the Customer that they are available for collection (as the case may be).

    2.6 Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.

    2.7 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply the Goods and are incapable of being accepted by the Customer.

    2.8 Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Contract.

3 Price

    3.1 The prices for the Goods set out on Site are an invitation to treat only (Price).

    3.2 The price of the goods shall be paid by the Customer:

    3.2.1 is in pounds sterling (£)(GBP);

    3.2.2 includes VAT at the applicable rate; and

    3.2.3 does not include the cost of delivering the goods.

    (the Price)

    3.3 The Supplier may changes the Prices published on the Site at any time, without notice.

    3.4 The Supplier may at its discretion, offer the Customer some point of sale marketing materials to promote the sale of the goods. The Customer shall not request, nor be entitled to, such marketing material on more than one order.

4 Payment

    4.1 The Supplier accepts certain credit cards and debit cards for payment.

    4.2 The Supplier will do all that it reasonably can to ensure that all of the information the Customer gives us when paying for the goods is secure by using an encrypted secure payment mechanism. However, in the absence of negligence on our part, any failure by the Supplier to comply with this contract or our Privacy Notice (see clause Error! Reference source not found.) or breach by us of our duties under applicable laws the Supplier will not be legally responsible to the Customer for any loss that the Customer may suffer if a third party gains unauthorised access to any information that the Customer gives the Supplier.

    4.3 All payments by credit card or debit card need to be authorised by the relevant card issuer. The Supplier may also need to use extra security steps via:

    4.3.1 Verified by Visa;

    4.3.2 Mastercard®SecureCodeTM: or

    4.3.3 American Express SafeKey.

    4.4 If the Customer’s payment is not received by the Supplier and the Customer has already received the goods, the Customer:

    4.4.1 must pay for such goods within 14 days; or

    4.4.2 must return them to the Supplier within 30 days. If so, the Customer must keep the goods in its possession, take reasonable care of them (including ensuring that it follows any instructions or manuals given with the goods) and not use them before the Customer returns them to the Supplier.

    4.5 If the Customer does not return any goods (such as where it has not paid for them) the Supplier may collect the goods from the Customer at the Customer’s expense.

    4.6 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:

    4.6.1 the Supplier may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of HSBC bank from time to time in force, and

    4.6.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

5 Credit limit

The Supplier may from time to time, at its sole discretion, agree credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.

6 Delivery

    6.1 The Supplier may use a third party to deliver the goods.  

    6.2 The estimated date for delivery of the goods shall be set out in the Confirmation Email.

    6.3 If something happens which:

    6.3.1 is outside of our control; and

    6.3.2 affects the estimated date of delivery;

    the Supplier will let the Customer have a revised estimated date for delivery of the goods.

    6.4 Delivery of the goods will take place when the Supplier delivers them to the address that the Customer gave to the Supplier.

    6.5 Unless the Customer and the Supplier agree otherwise, if the Supplier cannot deliver the goods within 30 days, the Supplier will:

    6.5.1 let the Customer know;

    6.5.2 cancel the order;

    6.5.3 give a refund.

    6.6 The Customer shall not be entitled to reject any delivery of the Goods on the basis that an incorrect volume of the Goods has been supplied provided the volumes are within the tolerances (if any) set out in the Order.

    6.7 The Goods may be delivered by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

    6.8 Time of delivery is not of the essence. The Supplier shall use its reasonable endeavours to meet delivery dates but such dates are approximate only.

    6.9 The Supplier shall not be liable for any delay in or failure of delivery caused by the Customer’s failure to: (i) take delivery (ii) provide the Supplier with adequate instructions for delivery or otherwise relating to the Goods(iii) Force Majeure.

    6.10 If the Customer fails to accept delivery of the Goods the Supplier shall store and insure the Goods pending delivery, and the Customer shall pay all costs and expenses incurred by the Supplier in doing so.

7 Risk

Risk in the Goods shall pass to the Customer on delivery.

8 Title

    8.1 Title to the Goods shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Goods.

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

    8.2.1 hold the Goods as bailee for the Supplier;

    8.2.2 store the Goods separately from all other material in the Customer’s possession;

    8.2.3 take all reasonable care of the Goods and keep them in the condition in which they were delivered;

    8.2.4 insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting the Supplier’s interest on the policy;

    8.2.5 ensure that the Goods are clearly identifiable as belonging to the Supplier;

    8.2.6 not remove or alter any mark on or packaging of the Goods;

    8.2.7 inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 17.1.1 to 17.1.4 or 17.2.1 to 17.2.11; and

    8.2.8 on reasonable notice permit the Supplier to inspect the Goods during the Customer’s normal business hours and provide the Supplier with such information concerning the Goods as the Supplier may request from time to time.

    8.3 Notwithstanding clause 8.2, the Customer may use or resell the Goods in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an event specified in clauses 17.1.1 to 17.1.4 or 17.2.1 to 17.2.11 has occurred or is likely to occur.

    8.4 If the Customer resells the Goods in accordance with clause 8.3, title to the Goods shall pass to the Customer immediately prior to the resale.

    8.5 If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 17.1.1 to 17.1.4 or 17.2.1 to 17.2.11, the Supplier may:

    8.5.1 require the Customer at the Customer’s expense to re-deliver the Goods to the Supplier; and

    8.5.2 if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.

9 Warranty

    9.1 The Supplier warrants that the Goods shall, for a period of three months from delivery (the Warranty Period):

    9.1.1 conform in all material respects to the Order and the Specification;

    9.1.2 be free from material defects in design, material and workmanship; and

    9.1.3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

    9.2 The Supplier shall, at its option replace, or refund the Price of any of the Goods that do not comply with clause 9.1, provided that the Customer:

    9.2.1 serves a written notice on Supplier:

    (a) during the Warranty Period in the case of defects discoverable by a physical inspection; or

    (b) in the case of latent defects, within one month from the date on which the Customer became aware (or should reasonably have become aware) of the defect;

    9.2.2 provides the Supplier with sufficient information as to the nature and extent of the defects and the uses to which the Goods had been put prior to the defect arising;

    9.2.3 gives the Supplier a reasonable opportunity to examine the defective Goods; and

    9.2.4 returns the defective Goods to the Supplier at the Supplier’s expense.

    9.3 The provisions of these Conditions, including the warranties set out in clause 9.1, shall apply to any of the Goods that are repaired or replaced with effect from the date of delivery of the repaired or replaced Goods.

    9.4 The Supplier shall not be liable for any failure of the Goods to comply with clause 9.1:

    9.4.1 where such failure arises by reason of wear and tear, wilful damage, negligence;

    9.4.2 to the extent caused by the Customer’s failure to comply with the Supplier’s instructions in relation to the Goods, including any instructions on installation, operation, storage or maintenance;

    9.4.3 to the extent caused by the Supplier following any specification or requirement of the Customer in relation to the Goods;

    9.4.4 where the Customer modifies any Goods without the Supplier’s prior consent or, having received such consent, not in accordance with the Supplier’s instructions; or

    9.4.5 where the Customer uses any of the Goods after notifying the Supplier that they do not comply with clause 9.1.

    9.5 Except as set out in this clause 9:

    9.5.1 the Supplier gives no warranties and makes no representations in relation to the Goods; and

    9.5.2 shall have no liability for their failure to comply with the warranty in clause 9.1

    and all warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

10 Anti-bribery

    10.1 For the purposes of this clause 10 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

    10.2 The Customer shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:

    10.2.1 all of the Customer’s personnel;

    10.2.2 all others associated with the Customer; and

    10.2 3 all of the Customer’s subcontractors;

    involved in performing the Contract so comply.

    10.3 Without limitation to clause 10.2, the Customer shall not make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere and shall implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.

    10.4 The Customer shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 10.

    10.5 Any breach of this clause 10 by the Customer shall be deemed a material breach of this Agreement that is not remediable and entitle the Supplier to immediately terminate this Agreement by notice under clause 17.1.1.

11 Anti-slavery

    11.1 The Customer undertakes, warrants and represents that:

    11.1.1 neither the Customer nor any of its officers, employees, agents or subcontractors has:

    (a) committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or

    (b) been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or

    (c) is aware if any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;

    11.1.2 it shall comply with the Modern Slavery Act 2015;

    11.1.3 it shall notify the Supplier immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under clause 11.1. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.

    11.2 Any breach of clause 11.1 by the Customer shall be deemed a material breach of the Contract and shall entitle the Supplier to terminate the Contract with immediate effect.

12 Indemnity and insurance

    12.1 The Customer shall indemnify the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses which the Supplier may suffer or incur directly or indirectly from the Customer’s breach of any of its obligations under the Contract.

    12.2 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under the Contract. On request, the Customer shall supply (so far as is reasonable) evidence of the maintenance of the insurance and all of its terms from time to time applicable.

13 Limitation of liability

    13.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 13.

    13.2 Subject to clauses 13.5 and 13.6, the Supplier’s total liability shall not exceed the sum of £10,000.

    13.3 Subject to clauses 13.5 and 13.6, the Supplier shall not be liable for indirect or special losses.

    13.4 Subject to clauses 13.5 and 13.6, the Supplier shall not be liable for any of the following (whether direct or indirect):

    13.4.1 loss of profit;

    13.4.2 loss of data;

    13.4.3 loss of use;

    13.4.4 loss of production;

    13.4.5 loss of contract;

    13.4.6 loss of opportunity;

    13.4.7 loss of savings, discount or rebate (whether actual or anticipated);

    13.4.8 harm to reputation or loss of goodwill.

    13.5 The limitations of liability set out in clauses 13.2 to 13.4 shall not apply in respect of any indemnities given by either party under the Contract.

    13.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

    13.6.1 death or personal injury caused by negligence;

    13.6.2 fraud or fraudulent misrepresentation;

    13.6.3 any other losses which cannot be excluded or limited by applicable law.

14 Intellectual property rights

    14.1 The Supplier shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that use or possession of the Goods infringes the Intellectual Property Rights of any third party (IPR Claim), provided that the Supplier shall have no such liability if the Customer:

    14.1.1 does not notify the Supplier in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;

    14.1.2 makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier;

    14.1.3 does not let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;

    14.1.4 does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;

    14.1.5 does not, at the Supplier’s request, provide the Supplier with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer.

    14.2 If any IPR Claim is made or is reasonably likely to be made, the Supplier may at its option:

    14.2.1 procure for the Customer the right to continue using and possessing the relevant Goods; or

    14.2.2 modify or replace the infringing part of the Goods so as to avoid the infringement or alleged infringement, provided the Goods remain in material conformance to their Specification.

    14.3 The Supplier’s obligations under clause 14.1 shall not apply to Goods modified or used by the Customer other than in accordance with the Contract or the Supplier’s instructions. The Customer shall indemnify the Supplier against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the Supplier in connection with any claim arising from such modification or use.

15 Confidentiality and announcements

    15.1 The Customer shall keep confidential all Confidential Information of the Supplier and of any Affiliate of the Supplier and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

    15.1.1 any information which was in the public domain at the date of the Contract;

    15.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

    15.1.3 any information which is independently developed by the Customer without using information supplied by the Supplier; or

    15.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

    15.2 This clause 15 shall remain in force for a period of five years from the date of the Contract.

    15.3 The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

16 Force majeure

    16.1 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

    16.1.1 promptly notifies the other party of the Force Majeure event and its expected duration; and

    16.1.2 uses its best endeavours to minimise the effects of that event.

    16.2 If, due to Force Majeure, a party:

    16.2.1 is or shall be unable to perform a material obligation; or

    16.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 14 days total of more than 30 days in any consecutive period of 60 days the other party may, within 30 days, terminate the Contract on immediate.

17 Termination

    17.1 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if:

    17.1.1 the Customer commits a material breach of the Contract and such breach is not remediable;

    17.1.2 the Customer commits a material breach of the Contract which is not remedied within 14 Business Days of receiving written notice of such breach;

    17.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 30 days after the date that the Supplier has given notification to the Customer that the payment is overdue; or

    17.1.4 any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.

    17.2 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:

    17.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

    17.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;

    17.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

    17.2.4 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

    17.2.5 has a resolution passed for its winding up;

    17.2.6 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

    17.2.7 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;

    17.2.8 has a freezing order made against it;

    17.2.9 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;

    17.2.10 is subject to any events or circumstances analogous to those in clauses 17.2.1 to 17.2.9 in any jurisdiction;

    17.2.11 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 17.2.1 to 17.2.10 including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

    17.3 The Supplier may terminate the Contract any time by giving not less than four weeks’ notice in writing to the Customer if the Customer undergoes a change of Control or if it is realistically anticipated that it shall undergo a change of Control within two months.

    17.4 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 17, it shall immediately notify the Supplier in writing.

    17.5 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.

18 Dispute resolution

    18.1 The Supplier will try to resolve any disputes with the Customer quickly and efficiently. If the Customer is unhappy with the goods, the service, or any other matter, it shall contact the Supplier as soon as possible.

    18.2 Any dispute or claim arising out of or in connection with these terms and conditions shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

19Notices

    19.1 Any notice  given by a party under these Conditions shall:

    19.1.1 be in writing and in English;

    19.1.2 be signed by, or on behalf of, the party giving it (except for notices sent by email); and

    19.1.3 be sent to the relevant party at the address set out in the Contract.

    19.2 Notices may be given, and are deemed received:

    19.2.1 by hand: on receipt of a signature at the time of delivery;

    19.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting.

    19.3 This clause 19 does not apply to notices given in legal proceedings or arbitration.

    19.4 A notice given under these Conditions is not validly served if sent by email.

20 Cumulative remedies

The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.

21 Time

Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.

22 Further assurance

The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

23 Entire agreement

    23.1 The parties agree that the Contract constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

    23.2 Nothing in these Conditions purports to limit or exclude any liability for fraud.

24 Variation

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and is duly signed or executed by, or on behalf of, the Supplier.

25 Assignment

    25.1 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent, such consent not to be unreasonably withheld or delayed.

    25.2 Notwithstanding clause 25.1, the Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives the Supplier prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself.

26 Set-off

    26.1 The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract.

    26.2 The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

27 No partnership or agency

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

28 Equitable relief

The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

29 Severance

    29.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

    29.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

30 Waiver

    30.1 No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

    30.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.

    30.3 A waiver of any term, provision, condition or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.

31 Compliance with law

The Customer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.

32 Third party rights

    32.1 Except as expressly provided for in clause 32.2 a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

33 Governing law and Jurisdiction

These Conditions shall be governed by the laws of England and the parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, these Conditions, the Contract, its subject matter or formation (including non-contractual disputes or claims).

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© 2018 Tetley
Tata Global Beverages Limited(Co. no. 3019950)
325 Oldfield Lane North, Greenford, Middlesex, UB6 0AZ, UK