Terms and Conditions

Terms and Conditions of Sale

A.F BLAKEMORE AND SON LIMITED

Terms and Conditions of Trading

Last Updated: 23/02/2022

The Buyer's attention is in particular drawn to the provisions of condition 10.3.

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this condition apply in these conditions.

Buyer: the person, firm or company who purchases the Goods from the Company.

Company: A.F. Blakemore and Son Limited of Long Acre Industrial Estate, Rosehill, Willenhall, West Midlands WV13 2JP.

Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods.

Delivery Point: the place where delivery of the Goods is to take place under condition 4.

Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).

1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3 Words in the singular include the plural and in the plural include the singular.

1.4 A reference to one gender includes a reference to the other gender.

1.5 Condition headings do not affect the interpretation of these conditions.

2. APPLICATION OF TERMS

2.1 Subject to any variation under condition 2.3 and 2.4 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These conditions apply to all the Company's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by an authorised representative of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.

2.4 Where there is a written trading or other agreement between the Company and the Buyer, the terms of that agreement will take precedence in the event of any inconsistency between these conditions and that agreement.

2.5 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.

2.6 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.

2.7 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.

2.8 Unless otherwise stated in writing any quotation is valid until midnight on the day that it is given, provided that the Company has not previously withdrawn it and unless otherwise stated is an illustrative estimate only and the price charged will be the Company’s price current at the date of delivery.

3. DESCRIPTION

3.1 The quantity and description of the Goods shall be as set out in the Company's quotation or acknowledgement of order.

3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.

4. DELIVERY

4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company's place of business unless otherwise agreed in writing by the Company.

4.2 The Buyer shall take delivery of the Goods within the stipulated time agreed.

4.3 Any dates and/or times specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates and/or times are so specified, delivery shall be within a reasonable time.

4.4 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract.

4.5 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:

4.5.1 risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence);

4.5.2 the Goods shall be deemed to have been delivered; and

4.5.3 the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

4.6 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading and/or unloading the Goods and the Company may decline to deliver Goods to the Buyer if in the Company's opinion, it would be unsafe, unlawful, unreasonably difficult to do so or if the layout or condition of the Buyer's premises makes it unsuitable to do so.

4.7 If the Company delivers to the Buyer a quantity of Goods of less than the quantity accepted by the Company, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the shortfall and shall pay for such goods at the pro rata Contract rate.

4.8 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

4.9 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

4.10 At the time of delivery, the Buyer shall sign all appropriate documentation as requested by the Company thereby evidencing that the Goods have been duly delivered to the Buyer.

5. NON-DELIVERY/RETURNS

5.1 The quantity of any consignment of Goods as recorded by the Company on despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Buyer gives notice to the Company of the non-delivery within 24 hours of the date when the Goods would in the ordinary course of events have been delivered.

5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

5.4 The Company does not operate a "sale or return" policy.

5.5 The Buyer may not return Goods without the issue of an appropriate uplift note which must be signed both by the Company's driver and the Buyer as evidence of the Goods collected on behalf of the Company. An uplift note is issued by the Company solely as a record of collection and does not constitute a guarantee of credit the issuance of which shall remain at the sole discretion of the Company.

5.6 All cages and returnable containers must be returned by the Buyer in good condition.

6. RISK/TITLE

6.1 The risk in the Goods shall pass to the Buyer on completion of delivery.

6.2 Title to the Goods shall not pass to the Buyer until the earlier of:

6.2.1 the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Buyer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and

6.2.2 the Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in clause 6.4.

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

6.3.1 store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Supplier's property;

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

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

6.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in condition11.1.2, 11.1.3 or 11.1.4; and

6.3.5 give the Supplier such information as the Supplier may reasonably require from time to time relating to:

6.3.5.1 the Goods; and

6.3.5.2 the ongoing financial position of the Buyer.

6.4 Subject to clause 6.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Buyer resells the Goods before that time:

6.4.1 it does so as principal and not as the Supplier’s agent; and

6.4.2 title to the Goods shall pass from the Supplier to the Buyer immediately before the time at which resale by the Buyer occurs.

6.5 At any time before title to the Goods passes to the Buyer, the Supplier may:

6.5.1 by notice in writing, terminate the Buyer's right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and

6.5.2 require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

7. PRICE

7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price current at the time of invoicing. The Company reserves the right to adjust the price of Goods prior to delivery of all or any portion of the Goods.

7.2 The price for the Goods shall be exclusive of any value added tax.

8. PAYMENT

8.1 Subject to condition 8.4, payment of the price for the Goods is due without deduction by direct debit within 7 days of the Company’s statement unless otherwise agreed in writing by the Company. The Company’s invoice will accompany delivery.

8.2 Time for payment shall be of the essence.

8.3 No payment shall be deemed to have been received until the Company has received cleared funds.

8.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

8.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

8.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment under the Late Payment of Commercial Debts (Interest) Act 1998 ("the Act").

8.7 If the Buyer fails to pay to the Company any sum due pursuant to the Contract, if the Buyer becomes insolvent or subject to any of the events in condition 11.1.2, 11.1.3 or 11.1.4 or if the Buyer breaches any of these Conditions or any other provisions of the Contract, then without prejudice to the other provisions of these Conditions and to any other right or remedies available to the Company the Company shall be entitled to:

8.7.1 cancel the Contract or suspend any further deliveries to the Buyer under the Contract without any liability to the Buyer and if any Goods have been delivered to the Buyer and not paid for the price will become due and payable immediately notwithstanding any previous agreement or arrangement to the contrary;

8.7.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any contract between the Buyer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Buyer);

8.7.3 cancel any discount offered to the Buyer;

8.8 If at any time, there shall be any sums outstanding from the Buyer to the Company, the Company will have a lien over any of the Buyer's property which is in the Company's possession.

8.9 In the event that the Buyer fails to pay to the Company on the due date any sum payable pursuant to the Contract or is in breach of any of its obligations under the Contract, all costs and expenses incurred by the Company including those incurred in the recovery of the outstanding sum shall be recoverable from the Buyer on a full indemnity basis (including all legal and debt recovery costs).

9. QUALITY

9.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.

9.2 The Company warrants that (subject to the other provisions of these conditions) on delivery the Goods shall:

9.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and

9.2.2 be reasonably fit for purpose and free from material defects.

9.3 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.

9.4 The Company shall not be liable for a breach of the warranty in condition 9.2 unless:

9.4.1 the Buyer gives notice of the defect to the Company, and, if the defect is as a result of damage in transit to the carrier, within 24 hours of the time when the Buyer discovers or ought to have discovered the defect; and

9.4.2 the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Company's cost for the examination to take place there. If it is subsequently determined that such Goods were not defective or that any defect was not caused as a result of any action or omission of the Company then the Company reserves the right to charge the Buyer for the costs involved in the return and examination of such Goods.

9.5 The Company shall not be liable for a breach of the warranty in condition 9.2 if:

9.5.1 the Buyer makes any further use of such Goods after giving such notice; or

9.5.2 the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

9.5.3 the Buyer alters such Goods without the written consent of the Company.

9.6 Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with the warranty in condition 9.2 the Company shall at its option replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate.

9.7 If the Company complies with condition 9.5 it shall have no further liability for a breach of the warranty in condition 9.2 in respect of such Goods.

10. LIMITATION OF LIABILITY

10.1 Subject to conditions 9.5 and 10.2, the restrictions on liability in this clause 10 apply to every liability arising under or in connection with the Contract including liability in contract. tort (including negligence), misrepresentation, restitution or otherwise,

10.2 Nothing in these conditions excludes or limits the liability of the Company:

10.2.1 for death or personal injury caused by the Company's negligence; or

10.2.2 for breach of the terms implied by section 12 of the Sale of Goods Act 1979;; or

10.2.3 for fraud or fraudulent misrepresentation; or

10.2.4 for defective products under the Consumer Protection Act 1987.

10.3 Subject to condition 10.3:

10.3.1 the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and

10.3.2 the Company shall not be liable to the Buyer for:

10.3.2.1 loss of profits;

10.3.3.2 loss of sales or business;

10.3.3.3 loss of agreements or contracts;

10.3.3.4 loss of anticipated savings;

10.3.3.5 loss of or damage to goodwill; or

10.3.3.6 indirect or consequential loss.

11. TERMINATION

11.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Buyer if:

11.1.1 the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

11.1.2 the Buyer 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), obtaining a moratorium, 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;

11.1.3 the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

11.1.4 the Buyer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

11.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Supplier if the Buyer becomes subject to any of the events listed in clause 11.1.1 to clause 11.1.4, or the Supplier reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.

11.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.

11.4 On termination of the Contract for any reason the Buyer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Buyer immediately on receipt.

11.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination [or expiry], including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

11.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination [or expiry] of the Contract shall remain in full force and effect.

12. ASSIGNMENT

12.1 The Company may assign the Contract or any part of it to any person, firm or company.

12.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

13. FORCE MAJEURE

The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 60 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.

14. GENERAL

14.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

14.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

14.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

14.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

14.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

14.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

14. NOTICES

14.1 All notices between the parties pursuant to the Contract shall be in writing and sent by e-mail to such addresses as are being used by the parties for general communications regarding the Contract.

1. These Conditions and Customers

1.1. These Conditions are the only conditions on which We sell goods. Please ensure you understand them before You place an order or buy Goods from Us. Unless otherwise mutually agreed in writing they will apply notwithstanding any other terms on which You wish to purchase Goods from Us. Our representatives, depot staff or vehicle drivers are not authorised to agree to any other conditions or to vary these Conditions.

1.2. These Conditions supersede any previous conditions between You and Us (whether oral or in writing) and also supersede any previous course of dealing, trade custom or understanding between You and Us.

1.3. In these Conditions “Goods” means all goods sold by Us to You, as outlined in our price list “We/Us/Our” means A.F. Blakemore & Son and “You/Your” means the person, company or other legal entity purchasing the Goods. “Contract” means the contract between Us and You for the sale and purchase of Goods in accordance with these Conditions. “Drop Shipments” are goods delivered by third party suppliers appointed by Us. 

1.4 In these Conditions 'writing' includes Post, Email, Telephone, SMS, Fax transmission and any other comparable means of communication.

1. 5 These Conditions cover sales of Goods to You 'off the shelf' at a depot or, by 'Click and Collect' or 'Delivery to Store' where an order is placed via Our website or mobile application. The conditions include any special Terms and Conditions set out in our Price list or quotations. Certain terms and conditions may be applicable in accordance to the method of sale.

1.6. These Conditions should also be read with Our Privacy Policy and Terms of Use/Cookie Policy which You will be asked to read and accept before You can become a customer and from time to time thereafter. These Conditions and Our policies can be viewed at any time on Our website –www.blakemorewholesale.net or any other sites which AF Blakemore & Son operates.

1.7. We reserve the right to suspend sale or delivery in the event that circumstances arise which, in Our view, oblige Us to do so, or in the event that our accounts are not paid to terms, or Your insolvency. We reserve the right to reduce or cancel orders in the event of Your insolvency, or in the event that you cease or threaten to cease business or enter into voluntary arrangement or become bankrupt, Our inability through shortage of stocks or for any other reason to execute delivery wholly or in part. We reserve the right to make reasonable alterations to products and/or packaging as circumstances may demand. We will not be liable for costs, damages, losses or expenses of any nature resulting from part delivery, suspension of delivery, reduction or cancellation of orders.

1.8. In the event we suspend sale or delivery or refuse to accept orders placed by You due to one of the events in 1.7 above then without limiting any other rights available to Us, any Goods that have been delivered but not paid for shall become immediately due for payment notwithstanding any previous agreement or arrangement to the contrary.

1.9. Where You are a sole trader You will be personally liable to make payment for Goods and You hereby guarantee and acknowledge personal liability for payment of the Goods and interest chargeable in accordance with these Conditions and no waiver that might be extended in respect of these Conditions shall affect Your liability hereunder. In the event you become a partnership or limited company then you will still remain personally jointly and/or severally liable for payments.

1.10. Where You are a partnership or a limited company, an individual or individual(s) with authority to bind You will be personally liable to make payment for Goods and interest chargeable in accordance with these Conditions and no waiver that might be extended in respect of these Conditions shall affect Your liability hereunder. Where You are a partnership, these Conditions are binding on all of the partners with joint and several liability and no waiver shall affect their individual liability. You shall be obliged to notify Us in any change in the partners of Your business.

1.11. Any membership card given to You remains Our property and is not transferable. You or your staff/ agents will not be permitted entry to any of Our depots without first presenting Your membership card.

1.12. If You do not make any purchases within a 12 month period then We may require new bank references and may carry out bank and/or credit checks where applicable before You are permitted to purchase Goods from Us. If You exceed a 12 month period then We will require You to compete a new customer application form.

2. Prices

2.1. Prices displayed in depot and online are invitation to treat only. All prices are applicable on the date when your goods have been invoiced.

2.2. If You have been charged an incorrect price We reserve the right to rectify Our invoice provided only that any claim in respect of incorrect prices is brought to Our attention in writing no later than one working day from the date of the invoice.

2.3. We reserve the right to alter Prices without notice to reflect increase in costs to Us.

2.4. Prices are exclusive of VAT and VAT will be charged on the supply of Goods at the rate prevailing at the tax point date.

3. Orders, Delivery and Acceptance

3.1. We reserve the right to refuse orders for any reason, including (but not limited to) those considered economically non-viable, or hazardous to our vehicles or drivers, or where We have reason to believe that You are involved in illegal activity. There is no Contract between Us until We accept your order. Each order is a separate contract and You are responsible for ensuring the accuracy of the order submitted and for giving us all the information we need to process the order.

3.2. Minimum order value for catering customers is £150 excluding tobacco and VAT per delivery. Minimum order value for retailers is £1500 for ambient, chilled and frozen. Orders 'Delivered to the Customer' below the minimum order value will not be accepted. Orders for Drop Shipment Goods are to be placed directly with the Drop Shipment supplier (which may have their own minimum order values) unless We confirm otherwise.

3.3. Orders must be placed online for the 'Click and Collect' service where We will pick the order for You and endeavour to have Your order ready for You at your chosen collection time from the depot (subject to depot opening hours) or for the 'Delivered to Store' service where We will pick the order for You and deliver it to Your store then all orders must be placed before 10am the day prior to the delivery date and an agreed delivery time will be arranged (available Monday to Friday which will be an AM or a PM time slot). Where You use the 'Delivered to Store' service We will arrange a regular delivery slot with You.

3.4. You must not cancel any order You have placed with Us except by giving Us 48 hours' notice in writing. If You fail to do this, Your order will not be cancelled and You will be obliged to pay for it. You will be charged a restocking fee for failing to take collection or refusal of an order when We have attempted to deliver the Goods. This charge will be either 10% of the invoice value but no higher than £100 based on whatever one is smaller which will be at the discretion of AF Blakemore.

3.5. All delivery dates quoted or agreed by Us are estimates. Delivery of the Goods shall be completed on the Goods arrival at Your store or when You take possession of the Goods at depot on a 'Click and Collect' order or when you have paid for the Goods 'off the shelf' in depot.

3.6. All Goods should be examined upon delivery at case level prior to being signed for and (subject to sub-clause 3.7 below) must be signed for upon delivery/collection. You are expected to retain one copy of the receipt note which You sign.

3.7. In the event that upon delivery You discover damaged Goods, Goods that appear to have been tampered with, shortages or an incorrect delivery, You may return such Goods to Us on the vehicle in which they were delivered or at the depot if collected. Tobacco and spirits should be checked at the time of delivery by You and any discrepancies notified to the delivery driver immediately. Discrepancies will not be investigated if tobacco and spirits are not checked off by You at the time of delivery. The annotations or alterations should be noted on a drivers 'Delivery Returns Note' (and agreed with Our driver), a copy of which should be retained by You. Upon receipt and checking of returns a credit note will be issued. Damaged Goods must be returned in their original, unmarked packaging. All cages and pallets must be checked at time of delivery. Damaged Goods and/or short dated Goods or excesses equivalent to complete case or more must be returned with Our driver. No return may be made in respect of excess of Goods equivalent to less than one complete case and you must pay Us for any such excess. No credit or refunds will be given in respect of excess Goods.

3.8 Goods should not be returned by You without Us issuing a 'Delivery Returns Note' which should be signed both by Our driver and You as being checked for accuracy. A 'Delivery Returns Note' is issued by Us as a record of collection only and does not constitute a guarantee of credit. A credit will only be authorised and issued by Us when all the appropriate facts and a reason has been obtained.

3.9. Where You purchase Goods 'off the shelf' in depot, You will not have any claim in respect of the Goods once you have left the customer exit/security area.

3.10. Goods delivered which are past their “sell by”, “best before”, “use by” or similar date must also be dealt with in accordance with sub-clause 3.8 or 3.12 as the case may be.

3.11. In the event of non-arrival of the Goods or if You learn that they have been lost or destroyed in transit, notice from You of this must be received by Us as set out in sub-clause 3.5 or 3.12, such notice to be given at the latest the working day after delivery was due.

3.12. In the event that subsequent to the above You discover any further damaged Goods, Goods that appear to have been tampered with, shortages or an incorrect delivery, You must notify Us by phone within one working day of the delivery, setting out full details of damage, apparent tampering, short or incorrect delivery, by way of product description and code. Credit will only be considered by Us where these terms are complied with in full. If notification is not received within 1 working day of the delivery then the Goods shall be deemed to have been properly delivered and accepted. Time and manner of the notification are of the essence. However, all Cigarettes, Tobacco and Spirits should be checked at the time of delivery and any discrepancies must be agreed with Our delivery driver and reported immediately.

3.13. In respect of Goods delivered as Drop Shipments, You must carry out your obligations in 3.6, 3.7, 3.10, 3.11 and 3.12 and shall notify the supplier directly of those Goods in respect of any issues or errors. The terms of contract between You and the supplier of Drop Shipment Goods shall be as prescribed by that supplier and in placing any order for Drop Shipment Goods, You agree to observe such terms. The supplier acts as principal in respect of any contract for Drop Shipment Goods.

3.14. We will be liable for all congestion charges incurred as a result of 'Deliveries to Store' made within congestion charge zones.

3.15. Bulk Purchases – We reserve the right to refuse delivery of bulk purchases. Bulk purchases may incur additional delivery charges. Contact your local branch manager for details.

3.16. If You fail to take delivery of the Goods on the 'delivery to store' date and time or within 2 hours of the 'Click and Collect' time you specified then except where such failure or delay is caused by a Force Majeure Event as set out in term 12 or Our failure to comply with Our obligations under the Contract, We may;

3.16.1. Store the Goods until a rescheduled delivery or Click and Collect time has been re-agreed. However, this will only be held for one working day if no contact has been made and the stock will credited and returned back to Our stock for resale.

3.17. When you 'Click and Collect' or purchase 'off the shelf' at any depot then you agree to comply with the Depot Rules that apply from time to time in relation to each of Our depots and the depot car park.

4. Property and Risk

4.1. Risk in the Goods shall pass to You at the time of delivery, or if You wrongfully fail to take delivery of the goods at the time when We have intended delivery of the goods, or when you have paid in full for the Goods, whichever is the earlier and You hereby undertake to insure the Goods to their full value for all risks and liability including fire and theft.

4.2. Title in the Goods will only pass to You when We have received cleared payment in full for the Goods plus VAT and/or any other payment howsoever due to Us from You.

4.3. Until all payments due for the Goods have been received:

4.3.1. full legal and equitable title shall remain with Us and

4.3.2. You shall be required to store the Goods in such a manner as to preserve their value, in such a way that they may be clearly identified as Our property and separate from Your own property or the property of any other person or entity and

4.3.3. although the Goods remain Our property until paid for, they are at Your risk from the time of delivery and You shall hold the proceeds of any insurance against loss or damage as trustee for Us and

4.3.4. We may trace any proceeds of sale of our Goods into any account which you maintain and

4.3.5. You must not assign any rights arising from the sale of such Goods without Our consent.

4.4. If You breach clause 4.3 then We are entitled to compensatory damages but You may resell or Use the Goods on the condition that as long as You have not paid in full for the price of those Goods, You shall be able to account to Us with the proceeds of the sale of those Goods which, shall be kept in a separate account. If You sell the Goods before you have paid for them in full, you sell them as principal and not as Our agent and title to the Goods shall pass from Us to You immediately before the time at which You sell them.

4.5. If payment is overdue in whole or in part, or upon commencement of any proceedings for insolvency, We may (without prejudice to any of Our other rights) recover or recall the Goods or any of them and We (and Our agents) may enter upon Your premises or any premises where the Goods are stored for such purpose and You hereby grant Us (and Our agents) a licence to enter upon any premises occupied or controlled by You so as to recover or inspect such Goods, title to which has not passed to You (irrespective of whether such Goods can be specified, or attributed to corresponding purchase orders or delivery notes and without regard to sub-clause 5.3 below) to the value of the amount due and payable.

4.6. You may not for any indebtedness pledge or in any way charge by way of security (including without limitation fixed and floating charges) any of the Goods which remain Our property. Without prejudice to Our other rights, if You do so, all sums owing by You to Us shall forthwith become due and payable.

4.7. Your right to possession of the Goods shall cease if upon the presentation to a bank of any cheque tendered in respect of payment for Goods it is returned or dishonoured or You have not paid for the Goods in full by the expiry of a credit period allowed by Us under a Credit Sales Agreement or You are declared bankrupt or make any proposal to Your creditors for a composition or other voluntary arrangement or a receiver, liquidator or administrator is appointed in respect of Your business. If Your right to possession of the Goods ceases pursuant to this clause, You shall at Your own expense make the Goods available to Us and allow us to repossess them.

5. Credit and Payment

5.1. You may apply for but We are not obliged to give You the ability to make payment for Goods by cheque or, credit for a specified time period and financial limit (the 'Relevant Applicable Credit Limit') and subject to such other terms as We agree. Where We agree a credit payment facility with you, this may at our discretion be via credit card, debit card, credit account or letter of credit.

5.2. You must give true and accurate information on any application for a cheque payment or credit facility and acknowledge and agree to Us processing your data in accordance with our Privacy Policy including sharing your information and data with credit reference agencies. Where you provide us with information in relation to Your business partners or directors then you must obtain their consent to disclose this information to us.

5.3. We may at any time in Our discretion and without notice, vary Your Relevant Applicable Credit Limit or withdraw any credit or cheque payment facility.

5.4. We may invoice You for the Goods on delivery. Unless credit or cheque payment terms have been specifically agreed in writing cash payment is due on delivery or when presented for off the shelf purchase in depot. We may send an invoice to You by hand, fax, email, EDI, Electronic Goods Received Notice or post. Where our employee accepts any payment Our official receipt will be issued. No claims will be accepted for such payments unless supported by Our official receipt. Other payments are in accordance with the specific credit terms agreement and will be payable on the date specified on any invoice. Time of payment is of the essence.

5.5. The cash discount (if any) shown on the face of an invoice is only allowable if payment is made on collection or delivery to store and if no other invoices are overdue in part or in whole for payment.

5.6. If at any time any invoices are overdue or your indebtedness to Us exceeds the Relevant Applicable Credit Limit then all unpaid balances owing to Us from You shall become immediately due and payable.

5.7. All cheques must be made payable to the company that has raised the relevant invoice and crossed “not negotiable - account payee only”. We cannot accept responsibility for lost remittances.

5.8. All direct debit payments shall be paid by You and You shall pay the price of the goods without deduction within 7 days of the statement unless advised otherwise in writing between the authorised representatives of You and Us

5.9. If You fail to make any payment due to Us in accordance with these terms, without prejudice to: -

5.9.1. Cancel the contract or suspend any further deliveries to the buyer.

5.9.2. Appropriate any payment made by the buyer to such of the goods (or goods supplied under any other contact between the Buyer and the Seller) as the Seller may think fit (not withstanding any purported appropriation by the Buyer). You shall pay interest on the overdue amount at the rate of 2% per annum above the Bank of England's base rate chargeable both before and after any proceedings on the amount unpaid accruing on a daily basis, until payment is made in full. You shall pay the interest together with the overdue amount.

5.10. We may also charge You interest at the rate prescribed by and compensation due in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2002.

5.11. You shall pay all and any costs and expenses incurred by us in connection with and/or in relation to the recovery of debt, sums and or damages from You including but not limited to the costs of issuing a formal letter before action and any legal costs incurred in relation to actual or prospective legal proceedings by Us against You.

5.12. You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting any other rights or remedies We may have, set off any amount owing to Us by You against any amount payable by the Us to You.

5.13. We reserve the right to withdraw any credit facilities and suspend deliveries if circumstances arise which in Our view oblige Us to do so.

5.14. RD cheques will be subject to a charge of £35, RDPR cheques will be subject to a charge of £25, letters of credit or any direct debit that is refused will be subject to a charge of £35.

5.15. We shall endeavour to comply with reasonable requests to supply copies of goods receipt notes. This service will be subject to a charge of £5 per copy.

6. Open Date Marketing

6.1. No Goods are offered on a sale or return basis. Our representatives are not authorised to accept orders on a sale or return basis. It is therefore Your responsibility to sell the Goods prior to the expiry of any “sell by”, “best before”, “use by” or similar date.

6.2. We reserve the right to amend the specification of any Goods if required by any applicable statutory or regulatory requirements.

7. Pallets, Containers & Roll Cages

7.1. All cages and returnable containers should be returned in sound condition within a reasonable period not exceeding one month. Cages or containers not returned or damaged will be paid for by the Buyer at the current price. You will pay Us on demand for all pallets, containers & roll cages on or in which You have received Goods from Us at cost to Us unless they are returned to Us or Our nominated agents within a reasonable time of delivery.

8. Consumer Complaints

8.1. Any consumer complaint concerning any of Our Goods must be referred directly to Us and We will manage it. We will not accept responsibility for any payment made by You to a consumer in settlement of any such claim.

9. Warranties and Liabilities

9.1. Nothing in these Conditions shall affect Our implied undertakings given to You under S12 Sale of Goods Act 1979 or Your statutory rights under the Agriculture Act 1970 (as amended).

9.2. Nothing in these Conditions shall exclude or limit Our liability for death or personal injury resulting from Our negligence, fraud or fraudulent misrepresentation or defective products under the Consumer Protection Act 1987.

9.3. All Goods (except for Drop Shipment Goods) are warranted by Us on delivery to comply with all relevant UK food law from time to time in force. No warranty is given that the Goods comply with food and other relevant legislation or do not infringe third party rights outside the UK. We warrant that the Goods are sold with good title and comply with Our description and specification of them.

9.4. Save as set out in clauses 9.1 to 9.3, all conditions, warranties, guarantees and representations (both innocent and negligent) whether express or implied by law custom or trade or otherwise are excluded.

9.5. Our liability to You under or in any way related to the sale and purchase of Goods or otherwise whether involving Our negligence or not shall only extend to giving an appropriate credit for or repayment of the price paid by You for defective Goods. Subject to clauses 9.1 to 9.3 We shall not be liable, 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, any loss of turnover or of goodwill, or any damage to your property.

9.6. Nothing in these conditions shall affect Your duty to mitigate Your losses. Save as set out above We shall not have any liability whatsoever to You under or if any way related to the sale and purchase of the Goods or otherwise (whether in contract, tort (including without limitation negligence) or by way of statutory duty) for any claims, loss or damage of any nature whatsoever including without limitation consequential losses of any nature whatsoever.

9.7. You shall indemnify Us in full for all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred by or paid by Us as a result of or in connection with any breach or non-compliance with any of the terms of these Conditions.

10. Proprietary Marks

10.1. You acknowledge that the goodwill and other rights in any patents, trademarks, trade names, copyright designs, know how or other intellectual property right used and adopted by Us including 'Bmore Local' and any logo or symbol associated with Our name vest in Us and shall remain vested in Us.

10.2. You must not in any way use or display or make any statement or representation about any of Our proprietary marks unless We authorise You to do so, threaten or take any action to contest the validity of Our marks or sell, assign, transfer, charge or otherwise deal with Our marks.

10.3. No right or license is granted under these Terms under any patent, trade mark, trade name, copyright, designs, know how or other intellectual property right except the right to use or resell the Goods. We cannot guarantee that selling the Goods will affect the rights of any third party.

11. Privacy Policy and Your Data

11.1. Any personal data your supply to Us will be held and processed in accordance with our Privacy Policy which You will be asked to read and accept before you become Our customer. In particular, We will collect, process and share Your data as follows;

11.1.1. We will share the information we hold about you with any group company, any Drop Shipment supplier or any other contractor or third party required for the fulfilment of Our Contract with You,

11.1.2. We may contact you by post, email, telephone or sms with information about goods and services that we feel may be of interest to You that are similar to those you have already purchased.

11.1.3. We will not share or disclose your personal data with any third party without your consent (accept for the limited circumstances) as set out in Our Privacy Policy.

11.2. Where You use EPOS or place orders directly with Us using an electronic ordering system, We may automatically collect and use sales and purchase data to analyse and assess sales. We may anonymise this data and share it with selected suppliers for the same purpose.

12. Force Majeure

We shall not be liable for failure to provide any goods due to Act of God, fire, flood, storm, explosion, strikes, lockouts other industrial disputes or action whether or not strike, lockout or industrial dispute or action involves Our employees, war civil disturbance, Government or E.C restrictions, prohibitions or restriction of import or export, shortage of labour, materials or supplies, machinery breakdown, mechanical breakdown, accident, interruption of business or any other circumstances whatsoever outside of Our control.

13. General

13.1. These Conditions shall be governed by the laws of England and you agree to submit to the exclusive jurisdiction of the English courts.

13.2. The Contract constitutes the entire agreement between Us and You. You acknowledge that You have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Us which is not set out in a Contract.

13.3. Our holding company is AF Blakemore & Son Limited and we may perform any of our obligations or exercise any of our rights under these Conditions by Our self-provided that any act or omission shall be deemed to be Our act or omission.

13.4. No waiver by Us of any breach of these Conditions by You shall be considered a breach as a waiver of any subsequent breach.

13.5. If any provision of these Conditions is held by any court to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions or the remainder of the provision in question shall not be affected.

13.6. You must not pledge Our credit nor represent yourself as being Us nor Our agent, partner or employee and must not hold yourself out as having any such authority or power to incur any obligations on Our behalf.

13.7. Subject to clause 13.3, any person who is not a party to a Contract between Us shall not have any rights to enforce its terms.