Condimentary

no-border

SALE OF GOODS CONTRACT

This Agreement is made between:

  • Condimentary Ltd, incorporated and registered in England and Wales with company number 10773682, whose registered office is at 6 Charlton Terrace, London, England, SE11 4DG, trading as Condimentary (“we”, “us”, “our”);

and

  • The Customer (“you”, “your”).

BACKGROUND

Condimentary sells ethical food and drink products (“Products”, “Goods”) online and supports customers to create their own branded Products which they offer to supply and sell on Condimentary’s marketplace platform (“Services”). The Customer wishes to engage Condimentary for the provision of its Products or Services and Condimentary is willing to provide its Products or Services to the Customer in accordance with the terms and conditions of this Agreement (“Agreement”, “Contract”).

BY PLACING AN ORDER WITH US, YOU AGREE TO THE FOLLOWING TERMS

CONTENTS

  1. Interpretation
  2. How to Contact Us
  3. Your Order with Us and Our Contract with You
  4. Our Products
  5. Your Right to Make Changes
  6. Our Rights to Make Changes
  7. Providing the Products
  8. Deliveries
  9. We may Suspend the Supply of Products
  10. Your Rights to end the Contract
  11. Your Right to Change Your Mind
  12. How to end the Contract with Us
  13. Returning Products
  14. Refunds
  15. Our Rights to end the Contract
  16. If There is a Problem with the Product
  17. Price and Payment
  18. Our Responsibility for Loss or Damage Suffered by You
  19. How We may Use Your Personal Information
  20. Transfer of Rights and Obligations Under These Terms
  21. Third Party Rights
  22. Severance
  23. Delays in Enforcing This Contract
  24. Governing Law
  25. Alternative Dispute Resolution
  1. INTERPRETATION
    • The following definitions and rules of interpretation apply in this Agreement:
      • “Business Day” means 9:00am to 5:00pm, Monday to Sunday (excluding public holidays in England).
      • “Condimentary’s Team” means all directors, managers, employees, consultants, agents, and subcontractors engaged in relation to the Services.
      • “Deliverables” means all Products, Documents, and materials developed by Condimentary or its agents, subcontractors, consultants, or employees in relation to the Services provided in any form.
      • “Document” includes (in additional to any document in writing) any drawing, plan, diagram, design, image, tape, disk, or any other device or record embodying information in any form.
      • “In-put Material” means all Documents, information, and materials provided by the Customer, relating to the Services.
      • “Intellectual Property Rights” or “IPR“ means patents; utility models; rights to inventions; copyright, neighbouring, and related rights; trademarks and service marks; business names and domain names; rights in get-up and trade dress, goodwill, and the right to sue for passing off or for unfair competition; rights in designs; database rights; rights to use, and to protective confidentiality of, confidential information (including know-how and trade secrets); and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection, which subsist or will subsist, now or in future, in any part of the world.
      • “VAT” means value added tax, chargeable under the Value Added Tax Act 1994.
      • References to “our website” are to WWW.CONDIMENTARY.CO.UK – a site operated by Condimentary.
      • References to clauses are to the clauses of this Agreement.
      • Clauses and paragraph headings shall not affect the interpretation of this Agreement.
      • Unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular.
      • Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
      • Any words following the terms “including”, “include”, “in particular”, “for example”, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term, preceding or following those terms.
      • A reference to “writing” or “written” includes fax and e-mail.
      • A reference to a person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).
      • A reference to a party shall include that party’s personal representatives, successors, and permitted assigns.
      • A reference to a company shall include any company, corporation, or other corporate body, wherever and however incorporated or established.
      • A reference to a holding company or a subsidiary means a holding company or subsidiary as defined in section 1159 of the Companies Act 2006, and a company shall be treated for the purposes only of the membership requirement contained in section 1159(1)(b) and (c), as a member of another company, even if its shares in that other company are registered in the name of (a) another person, by way of security or in connection with the taking of security, or (b) its nominee.
      • A reference to a statute or statutory provision shall include all subordinate legislation made from time to time, under that statute or statutory provision.
      • Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
  1. HOW TO CONTACT US
    • You can contact us by writing to us at info@condimentary.co.uk, or to 6 Charlton Terrace, London, England, SE11 4DG.
    • If we must contact you, we will do so by the telephone number, email address, or postal address you provided to us when placing your order.
    • If you are contacting us about an order you have placed with us, please have your order number at hand as we use this to locate the details of your order.
  1. YOUR ORDER WITH US AND OUR CONTRACT WITH YOU
    • We will send you an email to confirm our acceptance of the order you have placed for Products or Services, at which point a contract will come into existence between us.
    • If we are unable to accept your order, we will inform you of this and will not charge you for the Product or Services. Reasons for this may be because:
      • The Product is out of stock.
      • Of unexpected limits on our resources which we could not reasonably plan for.
      • A credit reference we have obtained for you does not meet our minimum requirements.
      • We have identified an error in the price or description of the Product or Services.
      • We are unable to meet a delivery deadline you have specified.
    • If your order is accepted, we will assign an order number to your order and will notify you of this in our order confirmation email.
  1. OUR PRODUCTS
    • The images of the Products on our website are for illustrative purposes only and it is possible that your delivered Product may vary slightly from those images.
    • Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the Products.
    • The packaging of the Product may vary from that shown in images on our website.
  1. YOUR RIGHTS TO MAKE CHANGES
    • If you wish to make changes to your order, please contact us. We will let you know if the change is possible.
    • If it is possible, we will let you know about any changes to the total cost of your order, the timing of supply, or anything else which would be necessary as a result of your requested change. We will ask you to confirm whether you wish to go ahead with the change.
    • If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see clause 10).
  1. OUR RIGHTS TO MAKE CHANGES
    • We may change the Products:
      • To reflect changes in relevant laws and regulatory requirements.
      • To implement minor technical adjustments and improvements (for example, to address a security threat).
    • In addition, we may make the following changes to these terms.
    • If we do need to make any changes to the Products, or to these terms, we will notify you. In this instance, you may contact us to end the contract before the changes take effect and receive a refund for any Products paid for but not received.
  1. PROVIDING THE PRODUCTS
    • We will contact you with an estimated delivery date of your order.
    • We are not responsible for delays outside our control. If these delays occur, we will contact you to let you know and will take reasonable steps (at our absolute discretion) to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by the event, but if there is a risk of substantial delay, you may contact us to end the contract and receive a refund for any Products you have paid for but not received.
    • We may need certain information from you so that we can supply the Products to you (for example, your delivery address). If you give us incomplete or incorrect information, we will request the correct information from you. If such information is not provided within reasonable time of the request (at our absolute discretion), then we may end the contract or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result.

 

  1. DELIVERIES
    • The delivery cost of the Products you purchase will be as displayed to you on our website.
    • If no one is available at your address to take the delivery and the Goods cannot be posted through your letterbox, we will leave you a note informing you of how to re-arrange delivery or to collect the Goods from a local depot.
    • If you do not collect the Goods from the local depot, or if after a failed delivery you do not re-arrange delivery or collect from a delivery depot, we will contact you for further instructions and may charge you storage fees and any further delivery costs.
    • If, despite our efforts, we are unable to contact you and are unable to re-arrange delivery or collection, we may end the contract and issue a refund to you for Products paid for, but not received.
    • If we miss the delivery deadline for any Goods, you may treat the contract as at an end straight away if any of the following apply:
      • We have refused to deliver the Goods.
      • You told us before we accepted your order that delivery within the delivery deadline was essential.
    • If you do not wish to treat the contract as at an end straight away, or do not have the right to do so under clause 7, we will agree a new delivery date and you can treat the contract as at an end if we do not meet this.
    • If you do wish to treat the contract as at an end for late delivery under clause 7, you can cancel your order for any of the Products or reject Goods that have been delivered. If you wish, you can reject or cancel the order for some of those Goods (not all of them) unless splitting them up would significantly reduce their value. After that, we will refund any sums you have paid to us for the cancelled goods and their delivery. If the goods have been delivered to you, you must either post them back to us, however you shall cover the return costs.
    • We will not be responsible for supplying the Products late, or not supplying any part of them, if this is caused by you not giving us the information we need within a reasonable time of our request.
    • The goods will be your responsibility from the time we deliver your order to the address you gave us.
    • You own the Product once we have received payment in full.
  1. WE MAY SUSPEND THE SUPPLY OF PRODUCTS
    • We may suspend the supply of a Product to:
      • Deal with technical problems or make minor technical changes.
      • Update the Product to reflect changes in relevant laws and regulatory requirements.
      • Make changes to the product as requested by you or notified by us to you (see clause 6).
      • As required for the needs of our business.
    • We will contact you in advance to tell you we will be suspending supply of the Product unless the problem is urgent or an emergency.
    • You may contact us to end the contract for a Product if we suspend it or tell you we are going to suspend it, and we will refund any sums you have paid in advance for the Product in respect of the period after you end the contract.
    • If you do not pay us for the products on the date you are required (see clause 12) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts.
    • We will not suspend the supply of products where you dispute the unpaid invoice (see clause 12.6).
    • As well as suspending the products, we may also charge you interest on your overdue payments (see clause 12.5).
  1. YOUR RIGHTS TO END THE CONTRACT
    • Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, and when you decide to end the contract.
    • You have a legal right to end the contract because of something we have done wrong.
    • If you have just changed your mind about the product, you may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you must pay the cost of the return of any goods (see clause 11).
  1. YOUR RIGHT TO CHANGE YOUR MIND
    • For most products bought online, you have a legal right under the Consumer Contracts Regulations 2013 to change your mind within 14 days and receive a refund.
    • You do not have the right to change your mind in respect of:
      • Services once these have been completed, even if the cancellation period is still running.
      • Products sealed for health protection or hygiene purposes once these have been unsealed after you receive them.
      • Any Products which become mixed inseparably with other items after their delivery.
    • How much time you have to change your mind depends on what you have ordered and how it is delivered:
      • If you have bought Services (for example, our branding service), you have 14 days after the date we email you to confirm we accept your order. However, once we have completed the Services, you cannot change your mind, even if the period is still running. If you cancel after we have started the Services, you must pay us for the Services provided up until the time you tell us that you have changed your mind.
      • If you bought Goods (for example, food and drink Products), you have 14 days after the date you (or someone you nominate) receive the Goods, unless:
        • Your Goods are split into several deliveries over different days. In this case you have until 14 days after the date you (or someone you nominate) receive the last delivery to change your mind; or
        • Your Goods are for regular delivery over a set period. In this case, you have until 14 days after the date you (or someone you nominate) receive the first delivery of the Goods.
      • If we are not at fault and you do not have a right to change your mind (see clause X), you can still end the contract before it is completed, but you may have to pay us compensation.
      • To clarify when a contract is complete:
        • A contract for Services is completed when we have finished providing the services and you have paid for them.
        • A contract for Goods is completed when we have delivered your order to the address you provided.
      • If you would like to end a contract in the circumstances in clause 11.4, please contact us to let us know and we will decide if this is possible. If we agree to end the contract, we will refund any sums paid by you for Products or Services not provided, but we may deduct from that refund, or if you have not made an advance payment, charge you reasonable compensation (at our absolute discretion) for the net costs we will incur as a result of your ending the contract.

 

  1. HOW TO END THE CONTRACT WITH US
    • To tell us you want to end the contract with us, please let us know by doing one of the following:
    • Email us at info@condimentary.co.uk. Please reference your order number and provide your name, home address, details of the order, and where available, your telephone number.
    • Write to us at 6 Charlton Terrace, London, England, SE11 4DG. Please reference your order number and provide your name, home address, details of the order, and where available, your telephone number and/or email address.
  1. RETURNING PRODUCTS
    • If you end the contract for any reason after Products have been dispatched to you or you have changed your mind after you have received them, you must return them to us.
    • To return the Goods, you must post them back to us at 6 Charlton Terrace, London, England, SE11 4DG and you shall cover the cost of the return postage.
    • If you are exercising your right to change your mind, you must send off the Goods within 14 days of telling us you wish to end the contract, unless you have received the Goods, at which point you have 14 days from the date that you received the Goods to change your mind.
    • We will pay the costs of return, if:
      • The Product is faulty or misdescribed.
      • There is an error in the pricing or description of the Product.
      • The return is a result of something we have done wrong.
    • We may offer to pay for the costs of return if you are returning the Goods due to delays outside our control, but this will be at our absolute discretion.
    • In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.
  1. REFUNDS
    • If a refund is accepted, we will refund you the price you paid for the Products or Services by the method you used for payment and will make any refunds due to you as soon as possible.
    • You must request a refund for the original delivery costs by emailing info@condimentary.co.uk.
    • However, we may make deductions from the price:
      • We may reduce your refund of the price to reflect any reduction in the value of the Goods, if this has been caused by you handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the Goods and later discover you have handled them in an unacceptable way, you shall pay us an appropriate amount at our absolute discretion.
      • If we agree to refund the delivery costs, the maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a Product within 3-5 days at one cost, but you choose to have the Product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
    • If you are exercising your right to change your mind:
      • Where you have purchased Services, we may deduct from any refund, an amount for the supply of the Service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
      • Where you have purchased Goods, we will make any refunds to you as soon as possible from the day on which we receive the Goods back from you.
  1. OUR RIGHTS TO END THE CONTRACT
    • We may end the contract for a Product or Services at any time by writing to you, if:
      • You do not make any payment to us when it is due, and you still do not make payment within 5 days of us reminding you that payment is due.
      • You do not, within a reasonable time of our request (at our absolute discretion), provide us with information that is necessary for us to provide the Products or Services (see clause 7.3).
      • You do not, within reasonable time (at our absolute discretion), allow us to deliver the Goods to you.
      • You commit a material breach of any term of this Agreement where the breach is irremediable, or if such a breach is remediable, you fail to remedy that breach within a period of 14 days.
      • You repeatedly breach any of the terms of this Agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with having the intention or ability to give effect to the terms of this Agreement.

15.2  If we end the contract in the situations set out in clause 15.1, we will refund any money you have paid in advance for the Products or Services that we have not provided but we may deduct or charge you reasonable compensation (at our absolute discretion) for the net costs we will incur as a result of you breaking the Agreement.

15.3 We may write to you to let you know that we are going to stop providing the Product. We will let you know at least 14 days in advance of us stopping the supply of the Product and will refund any sums you have paid in advance for Products which will not be provided.

  1. IF THERE IS A PROBLEM WITH THE PRODUCT
    • If you have any questions or complaints about the Product, please contact us. You can write to us at info@condimentary.co.uk.
    • We are under a legal duty to supply Products that are in conformity with this Agreement. Nothing in these terms will affect your legal rights.
    • If you wish to exercise your legal rights to reject Products that are faulty or misdescribed, you must post them back to us at 6 Charlton Terrace, London, England, SE11 4DG and we will pay the postage costs.
  1. PRICE AND PAYMENT
    • The price of the Product (including VAT) is indicated on the order pages when you place your order (“Stated Price”).
    • If the rate of VAT changes between your order date and the date we supply the Product, we will adjust the rate of VAT that you pay, unless you have already paid for the Product in full before the change in the rate of VAT takes effect.
    • We take care to ensure that the price of the Product advised to you is correct. However, it is always possible that, despite our efforts, some of the Products we sell may be incorrectly priced. We are entitled to cancel your order if the Products are incorrectly priced.
    • We will normally check prices before accepting your order so that, where the Product’s correct price at your order date is less than our Stated Price at your order date, we will charge the lower amount. If the Product’s correct price at your order date is higher than the Stated Price, we will contact you for instructions before we accept your order.
    • If we accept and process your order where a pricing error is obvious and unmistakable, and could have been recognised by you as a mispricing, we may end the Contract, refund you any sums you have paid, and require the return of any Goods provided to you.
    • You must pay for the Products or Services to place your order.
    • We accept payment with all debit/credit cards or via Stripe.
    • If you do not make any payment to us by the due date, we may charge interest to you on the overdue amount at the rate of 8% per year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount.
    • If you think an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved, we will charge you interest on correctly invoiced sums from the original due date.
  1. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
    • “Foreseeable” means it is obvious that it will happen, or if at the time the contract was made, both we and you knew it might happen (for example, if you discussed it with us during the sales process).
    • If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a Foreseeable result of us breaking this Contract or failing to use reasonable care and skill.
    • We are not responsible for any loss or damage that is not Foreseeable.
    • A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law, shall not constitute a waiver of that (or any other) right or remedy.
    • We do not exclude or limit in any way, our liability to you where it would be unlawful to do so. This includes liability for:
      • Death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors.
      • Fraud or fraudulent misrepresentation.
      • A breach of your legal rights in relation to the Products (including the right to receive Products which are as described and match information we provided to you and any sample or model seen or examined by you, Products of satisfactory quality, Products fit for any particular purpose made known to us, and Products supplied with reasonable skill and care, and for defective products under the Consumer Protection Act 1987.
    • We only supply the products for domestic and private use. If you use the Products for any commercial, business, or re-sale purpose, we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
  1. HOW WE MAY USE YOUR PERSONAL INFORMATION
    • We will only use your personal information as set out in our Privacy Policy: [INSERT LINK TO PRIVACY POLICY].
  1. TRANSFER OF RIGHTS AND OBLIGATIONS UNDER THESE TERMS
    • We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer, you may contact us to end the Contract within 14 days of us telling you about it, and we will refund you any payments already made in advance for Products that are not dispatched.
    • You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
    • You may transfer our guarantee to a person who has acquired the Product, or where we supplied services, any item in respect of which we have provided the Services. We may require the person to whom the guarantee is transferred, to provide reasonable evidence (at our absolute discretion) that they are now the owner of the relevant item.
  2. THIRD PARTY RIGHTS
    • This Contract is between you and us. No other person shall have any rights under this Contract (except someone you pass your guarantee onto) or have any rights to enforce any of its terms. Neither of us will need to get any other third party’s approval in order to end the contract or make any changes to these terms.
  1. SEVERANCE
    • Each of the paragraphs of these terms operate separately. If any court or relevant authority finds any part of this Contract illegal, the rest will remain in full force and continue in effect.
  1. DELAYS IN ENFORCING THIS CONTRACT
    • If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of you breaking this Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you, but we continue to provide the Products or Services, we can still require you to make the payment at a later date.
  1. GOVERNING LAW
    • This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes), shall be governed by and construed in accordance with the law of England. You and we both agree that the courts of England will have exclusive jurisdiction.
  1. ALTERNATIVE DISPUTE RESOLUTION
    • Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it without you having to go to court.
    • If you are not happy with how we have handled any complaint, you may want to contact an alternative dispute resolution provider. However, we would appreciate notice of this so we can rectify any problems for you.
    • The alternative dispute resolution provider will not charge you for making a complaint, and if you are not satisfied with the outcome, you can still bring legal proceedings.
    • In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.

BY PLACING AN ORDER WITH US, YOU AGREE TO THESE TERMS