These Conditions (defined below) apply to the use of the Website (defined below). Registering as a User of this Website and/or making a Purchase (defined below), will be governed by these Conditions and we expect you to read through them carefully. If you do not agree to these Conditions, you may not use or access this Website or make a Purchase.

1. Definitions

1.1 In these Terms and Conditions, the following words shall have the meanings set opposite:-

"Business Information"

means the information provided by you, where you are a company, body corporate, partnership or sole trader, on registering with the Website or making a Purchase from the Website;

"Conditions"

means these terms and conditions;

"Goods"

means the goods advertised for sale on the Website;

"Intellectual Property"

means any patents, copyright, registered designs, unregistered designs, trade marks (whether registered or unregistered), technical information, confidential information, know-how, inventions, database rights, all software and source codes and any other industrial or intellectual property rights whether existing in the United Kingdom and/or elsewhere and any and all applications for any of the foregoing and any and all rights to apply for any of the foregoing;

"Order"

means a request to purchase Goods submitted through the Website;

"Personal Information"

means the information provided by you where you are an individual, on registering with the Website or making a Purchase from the Website;

“Purchase”

means the purchase of Goods advertised on the Website, made by you submitting an Order as detailed in paragraph 4 and making payment for such Goods as detailed in paragraph 5;

"Users"

means a registered user of the Website;

"We” or “Us"

Means Action foods, a partnership and company formed in 2018.

"Website"

means the Website located at www.actionfoods.co.uk and any subsequent URL which may replace it.

2. Access

You are provided with access to this Website in accordance with these Conditions and any Purchases made by you must be made in accordance with these Conditions.

3. Registration

3.1 To make a Purchase you are obliged to register with this Website and provide certain Personal Information or Business Information, where applicable, to Us. Failure to register with the Website means you will be unable to make a Purchase on the Website.

3.2 You shall ensure that any Personal Information or Business Information which you are required to provide when you register with this Website is true, accurate, current and complete in all respects.

3.3 You will notify Us immediately of any changes to any Personal Information or Business Information supplied to Us.

3.4 You agree not to impersonate any other person or entity or to use a false name or a name that you are not authorised to use when using this Website.

3.5 Once registration with the Website is complete, you will be given a password which you require to keep confidential. The password should be used by you to access the Website and make Purchases. You should not allow any third party to become aware of your password and/or allow unauthorised access to your account. You are obliged to inform Us immediately if you have any reason to believe that your password has become known to anyone else, or if your password is being, or is likely to be, used in an unauthorised manner.

3.6 We reserve the right, at our reasonable discretion, to refuse access to the Website and/or terminate registration of any User for any reason.

3.7 Any and all Personal Information you provide will be held in strict accordance with our Privacy Policy.

 

7. The Website

7.1 We reserve the right to modify or withdraw temporarily or permanently this Website or any part thereof with or without notice to you and you confirm that we shall not be liable to you or any third party for any modification to or withdrawal of the Website and or change these Conditions from time to time. It is your responsibility to check regularly to determine whether these Conditions have been changed each time you make a Purchase.

8. Customer Service

In the event of a query or complaint about the Website, our Goods or our service, please email paul.dunne@actionfoods.co.uk or telephone 01992 420 237

9. Intellectual Property and Right to Use the Website

9.1 You acknowledge and agree that all Intellectual Property Rights in all material or content supplied as part of the Website shall remain at all times vested in Action Foods. . You are permitted to use this Website and the material contained therein only as expressly authorised by Action Foods.

9.2 You acknowledge and agree that the material and content contained within the Website is made available for you as a user of the Website for the purpose of browsing or making a Purchase. You may (if necessary to make a Purchase) download such material and content for such purpose. Any other use of the material and content of the Website is strictly prohibited. You agree not to assist or facilitate any third party to copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works of such material and content of the Website. You further agree that you shall not, and shall not assist or facilitate any third party to, systematically extract and/or re-utilise parts of the contents of the Website and in particular, you may not utilise any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation any substantial parts of this Website. You may not create and/or publish your own database that features substantial parts of this Website.

10. Compliance with Laws

This Website may be used by you only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes and regulations regarding the Website and any transactions conducted on or through this Website.

11. Limitation of Liability

11.1 The information presented on the Website is believed to be accurate but should not be relied upon by the User for any particular purpose. We shall not be liable for the content or any omissions from the Website, including any inaccuracies, errors or misstatements in the data available.

11.2 Subject to Condition 11.3 below; our entire and aggregate liability to you arising under these Conditions or otherwise, including under the laws of negligence shall be limited to the sum of Five Hundred Pounds Sterling (£500).

11.3 Nothing in the Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or that of our representatives, agents or employees or as a result of death or personal injury caused by a defect in our Goods.

12. Severance

If any part of the Conditions shall be deemed unlawful, void or for any reason unenforceable then that provision shall be deemed to be severable from the Conditions and shall not affect the validity and enforceability of any of the remaining provisions of the Conditions.

13. Waiver

No failures to exercise and no delay in exercising on our part of any right or privilege under these Conditions shall operate as a waiver thereof. A waiver by Us of any breach of the Conditions shall not prevent the subsequent enforcement of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.

14. Entire Agreement

These Conditions govern our relationship with you and represent the entire understanding of the subject matter. We confirm that in agreeing to accept these Conditions you have not relied on any prior representation or communications.

15. Governing Law

These Conditions shall be governed by and construed in accordance with Scots law and the parties hereby submit to the exclusive jurisdiction of the Scottish courts.

16. Statutory Rights

  These Conditions do not affect your rights under law and for more information on what these rights are we suggest that you contact your local Citizens' Advice Bureau.

 

I understand and accept these Terms and Conditions.

 

 

 

 

 Action Foods Ltd Terms & Conditions

1. DEFINITIONS

In these terms and conditions:

“The Company” means Action Foods Ltd and all its divisions, subsidiary companies and any other marketing or trading names in use.

1.2 “The Customer” means any person, firm, company or other legal entity which places an order, or buys any Products and or Service from the Company and includes the employees, servants, agents, principals (whether disclosed or undisclosed) or sub-contractors of any such person, firm, company or other legal entity.

1.3 “The Products” means any Food and/or Equipment and/or Non-Food and or Service agreed in the Contract to be supplied by the Company to the Customer.

1.4 “The Listed Product” means a Product and or Service which is part of the Company’s standard range of products which is available for purchase by all Customers and which are publicised as being for sale on the Company’s website and/or in their printed publications..

1.5 “The Contract” means a contract between the Company and the Customer for the sale and purchase of the Products or Services .

1.12 “Statutory Interest” means statutory interest as defined in the Late Payment of Commercial Debts (Interest) Act 1998 as amended & supplemented by the Late Payment of Commercial Debts Regulations 2002.

1.13 “Terms and Conditions” means these terms and conditions of sale.

1.14 “Late Payment Compensation Fee” is detailed in Condition 5.4.

2. APPLICABILITY OF TERMS AND CONDITIONS

These Terms and Conditions shall be incorporated into the Contract and shall apply in place of and prevail over any terms and conditions contained or referred to in any communication from the Customer or implied by trade, custom or practice or course of dealing. Other purported terms and conditions which the Customer seeks to impose or incorporate are expressly rejected by the Company.

3. ORDERS, CONTRACTS & SERVICES

3.1 By placing an order with the Company, the Customer is offering to purchase the Products and or Services on the basis of these Terms and Conditions. The Contract shall be formed when the Company acknowledges acceptance of the Customer’s order or delivers the Products to or for the Customer whichever occurs earlier.

3.2 The Customer is responsible for ensuring that the terms of any order are complete and accurate.

3.3 No pricing made available to the Customer in any way shall constitute an offer and the Company may amend its prices at any time. Prices are quoted exclusive of VAT which shall be charged if applicable.

3.4 The Contract is subject to availability of stock and the Company reserves the right to vary or alter the specification of Products without notice unless otherwise agreed in writing with the Customer.

3.5 The Contract constitutes the entire agreement between the parties and the Customer 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. 

3.6 Any drawings, descriptions or serving suggestions contained in The List or any other of the Company’s brochures or on the Company’s website are produced for the sole purpose of giving an approximate idea of the Products. They shall not form part of the Contract or have any contractual force

3.7 The Company shall perform the Services with reasonable care & skill

 

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4. TITLE & RISK

4.1 Subject to clause 4.2, the risk of loss or damage to the Products shall pass to the Customer upon completion of the delivery to the Customer’s premises, in accordance with Condition 6.3 (delivery).

4.2 The Company shall not be responsible for any loss or damage to the Products sustained whilst on Customer’s premises, but before completion of the delivery or signature of the delivery note, if such loss or damage arises as a consequence of the condition of the Customer’s premises or the act, default or omission of the Customer or its representatives.

4.3 Title in the Products shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Products and all other sums which are or which become due to the Company from the Customer on any account.

4.4 If before title in the Products passes to the Customer the Customer becomes subject to any of the events listed in Condition 9.2, or the Company reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Products have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may enter any premises of the Customer or of any third party where the Products are stored, in order to recover them.

5. PAYMENT TERMS

5.1 Where credit is granted, unless otherwise agreed in writing, all sums payable must be paid without deductions 30 days from date of invoice, unless special arrangements have been agreed. 

5.2 Failure to pay by the due date shall entitle the Company to suspend delivery of all unexecuted or future orders. Where the Customer has goods in storage, the Company reserve the right when the debt is 2 months overdue to take ownership of the goods and dispose of them. Any proceeds from the disposal will be used to clear any debt still owed by the Customer, once the debt is cleared any excess will be returned to the Customer.

5.3 The Company reserves the right at any time in its absolute discretion to demand immediate payment of any account whether due or not and to take legal action to recover the debt and costs.

5.4 If payment is not made in accordance agreed terms, the Company reserves the right to charge Statutory Interest as set out in the Late Payment Act of 1998 on the overdue balances for the period from the date on which payment became due until the date on which payment is made including any period after the date of any judgement or decree against the Customer.

5.5 In the event of any cheque’s, standing orders or direct debits due from a Customer to the Company being dishonoured, a charge of £45 (or such other sum as the Company may from time to time advise the Customer) will be made on the Customer’s account to cover bank and administrative costs.

5.6 The Company reserves the right in its absolute discretion to refuse to grant credit.

5.7 The Company may, at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.

6. DELIVERY

6.1 Deliveries of Products to the Customer shall be in accordance with the Company’s delivery schedule. The Company shall not be liable for any loss or damage whatsoever arising as a result of a delay or failure to deliver Products by a particular date or arising as a result of any cause beyond the Company’s control, including any force majeure event or the Customer’s failure to provide adequate delivery instructions. Time for delivery shall not be of the essence unless otherwise agreed by the Company in writing.

6.2 Delivery of Products shall be made by the Company to a reasonably accessible location at the Customer’s premises, or as otherwise agreed between the parties (“the Delivery Location”). The Customer shall allow the Company access to such premises and shall use best endeavors to ensure that a responsible person shall be at the place of delivery to take delivery of the Products and to sign for them. In the event of no such person being present at the time of delivery the Customer hereby consents to the Company leaving the Products at what appear to be the premises nominated by the Customer as the place of delivery, and when the Products are so left, risk in the Products shall pass to the Customer and no liability shall remain with the Company in respect of the Products.

6.3 Delivery of the Products shall be completed on completion of unloading of the Products at the Delivery Location.

6.4 If the Customer fails to take delivery or fails to give the Company adequate delivery instructions at the time stated for delivery then without prejudice to any other right or remedy available to the Company, the Company may do one or more of the following:

6.4.1 charge the Customer the cost of carriage of the refused delivery both to and from the premises of the Customer in addition to the Company’s administration charges involved;

6.4.2 charge the Customer the full cost price of the Products and a sum in respect of its loss of profit provided that the Company shall use its reasonable endeavors to mitigate such loss;

6.5 The Company may deliver the Products by instalments, which shall be invoiced separately. Any delay in delivery shall not entitle the Customer to cancel any other instalment.

7. ACCEPTANCE AND CLAIMS PROCEDURE

7.1 The Customer must check that the quantity and specifications of Products delivered correspond with the Contract before signature of the delivery note.

7.2 Claims in respect of short deliveries or damage to Products reasonably visible on inspection must be made to the Company within 24 hours of the time of the delivery which gives rise to the claim. The Customer must retain damaged Products for inspection and collection. Credit will only be granted by the Company if the provisions of this Condition are complied with

7.3 Any disputes over pricing must be made within 7 days of receipt of invoice

7.4 The Customer must register all disputes in writing to the Company

7.5 Where the Customer requests goods to be returned the Company will only accept returns where the goods are in an acceptable condition unless it is proved they were delivered damaged.

7.6 The Company shall be entitled to refuse acceptance of any goods for storage where they are not in good condition (including pallets) if the Company determines that goods are likely to be

7.7 The Company

8. CANCELLATION OF CONTRACT

The Contract may not be cancelled by the Customer without the written consent of the Company. The Company reserves the right upon consent being given to levy a cancellation charge of not less than 20% of the Products which are the subject of the Contract to cover the Company’s losses arising from the cancellation. Customer Nominated Products and Sourced Products ordered on behalf of the Customer cannot be returned, unless the manufacturer agrees to accept them. Where this is not the case the Customer shall purchase all such Customer Nominated Products and Sourced Products from the Company within 14 days.

9. INSOLVENCY OF CUSTOMER

In the event that:

9.1 the Customer makes any voluntary arrangement with its creditors, proposes to enter into a company voluntary arrangement, enters into administration, is unable to pay its debts as they fall due, makes application to a Court to suspend enforcement action against it, goes into liquidation (in the event that the Customer is a company) or becomes insolvent, enters into a trust deed or voluntary arrangement for the benefit of its creditors (in the event that the Customer is an individual or firm), or if the equivalent occurs under any jurisdiction; or

9.2 an encumbrancer takes possession of, or a receiver or administrative receiver is appointed over, any of the property or assets of the Customer; or

9.3 the Customer suspends any payments hereunder or ceases, or threatens to cease, to carry on business; or

9.4 the Company reasonably considers that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly;

then without prejudice to any other rights or remedies available to the Company, the Company shall be entitled forthwith to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer and if the Products have been delivered but not paid for, the price shall become immediately payable notwithstanding any previous agreement to the contrary.

 

10. WARRANTIES

10.1 The Company warrants that all Food Products shall comply with the Food Safety Act 1990 and all relevant UK legislation from time to time in force.

11. LIMITATION OF THE COMPANY’S LIABILITY

11.1 The Company limits its liability to the maximum extent permitted by law as follows:

11.1.1 in respect of Food Products, the Company’s liability shall be limited to Food Products consumed up to and including the “Best before” or “ Use by” date;

11.1.2 the Company’s liability shall be limited at its option to replacing the whole or any part of any Products found to be damaged or otherwise defective or refunding or crediting the purchase price or a pro rata portion of the purchase price of the Products of which the defective Products form part; and

11.1.3 the Company’s liability in respect of death, personal injury or fraud caused by the Company’s negligence shall not be limited.

11.2 The Company shall have no liability for any loss or damage suffered by the Customer or any other person:

11.2.1 as a consequence of any defect in any Product caused by abnormal conditions of storage, treatment or handling or any negligence or wrongful act on the part of the Customer or its employees or agents;

11.2.2 for claims for damage reasonably apparent on inspection at the time of delivery or for short delivery unless the provisions of Condition 7 (Acceptance and Claims Procedure) have been complied with;

11.2.3 for any claim arising on an invoice issued more than 3 months before the date upon which such claim is received by the Company;

11.2.4 for any loss of profit, loss of sale, loss of goodwill, loss of reputation, loss of customers and any other similar indirect or consequential losses caused by the Company’s negligence or other wrongful act on the Company’s part or that of its employees or agents or otherwise;

11.2.5 for any failure by the Company to perform any of its obligations in these Terms and Conditions caused by circumstances beyond its reasonable control

12. INTELLECTUAL PROPERTY

Copyright and all other intellectual property rights in the Products shall remain at all times the property of the Company. The Customer shall acquire no rights in the Products except as expressly provided for in these Terms and Conditions.

You may not reproduce, copy, duplicate, transmit, publish, display, distribute or sell any material from the Company websites. You may not use the Company websites or their content for any commercial purpose; including the collection and use of any listings, descriptions, prices, make any derivative or commercially exploitative use of this website or its content, download or copy account information, use any data mining, robots or similar data gathering and extraction tool without the explicit written consent of the company. Any unauthorised use terminates any permission’s granted

15. FORCE MAJEURE

The Company reserves the right to defer the date of delivery or reduce the volume of Products ordered by the Customer or to cancel the Contract without liability to the Customer if it is prevented from or delayed in the carrying out of its obligations under the Contract due to circumstances beyond its reasonable control including, without limitation, any failure or delay on the part of the manufacturer of any of the Products to supply the Products to the Company, any strike, lock-out or other industrial action, fire, explosion, flood, closure of motorways or other roads leaving no alternative route, unusually severe weather conditions or unusually severe traffic congestion which could not reasonably have been anticipated leaving no alternative route, loss of power or telecommunications systems or computer

16. CONFIDENTIALITY

16.1 The Customer undertakes that it shall not at any time disclose any confidential information concerning the business, affairs, customers, suppliers, pricing or other financial information of the Company to any third party whatsoever.

16.2 The Customer may disclose the Company’s confidential information (I) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out its obligations to the Company under the Contract, provided that such employees, officers, representatives and advisors to whom the Customer discloses such information comply in full with this Condition; and (ii) as may be required by law, court order or any government or regulatory authority, provided that the Customer gives as much advance notice of such disclosure to the Company, as possible.

16.3 The Customer shall not use the Company’s confidential information for any purpose other than to perform its obligations under the Contract.

17. CUSTOMERS OBLIGATIONS

17.1 The Customer accepts these Terms & Conditions on its own behalf having signed the Companies credit application form or unless notified to the Company in writing.