Terms & Conditions
AGREED TERMS
1. Interpretation
1.1 Definitions:
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Contract: the contract between us and you for the sale and purchase of the Goods in accordance with these Terms.
Customer: the person or firm who purchases the Goods from us.
Goods: the goods (or any part of them) set out in the Order, including beers, wines, ciders, spirits, soft drinks and foodstuffs or other goods of all types supplied by us (excluding pallets, beer casks, kegs and other returnable containers and carbon dioxide cylinders).
Terms: the terms and conditions set out in this document as amended from time to time in accordance with 16.2(a).
2. About us
1.1 We are Caterite Food and Wineservice Limited (company number 03639100) (we and us). We are a company registered in England and Wales and our registered office is at Embleton, Cockermouth, Cumbria CA13 9YA. We operate the website https://www.caterite.co.uk
1.2 Contacting us. To contact us telephone our customer service team at 017687 76000 or email sales@caterite.co.uk How to give us formal notice of any matter under the Contract is set out in clause 15.2.
2. Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
3. Placing an order and its acceptance
3.1 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the Goods specified in the order subject to these Terms.
3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.3 Acknowledging receipt of your order. After you place an order via our website, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4 or clause 3.5.
3.4 Accepting your order where it is placed on our website. Our acceptance of your order (when placed on our website) takes place when we send the email to your email address confirming your order, at which point the Contract between you and us will come into existence.
3.5 Accepting your order where it is placed via our portal or via telephone. If you place an order via telephone or through our portal, we will process that order and deliver it to your address at which point the Contract between you and us will come into existence.
3.6 Where your account is placed on hold. We will not process or accept any order which you attempt to place where your account has been placed on stop or on hold.
4. Goods
4.1 The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images.
4.2 The packaging of the Goods may vary from that shown on images on our site.
4.3 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
4.1 We endeavour to ensure all food labelling regulations and standards are adhered to in relation to sales of our Goods to businesses. It is your responsibility to ensure compliance with food labelling regulations and standards for any onward sale or transfer of the goods and in particular, but not limited to, sales or transfers to consumers.
5. Goods Recall
5.1 If there is a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market, you shall comply with our instructions and our policies and procedures relating to such recall (Recall Policy).
5.2 We reserve the right to update our Recall Policy from time to time and shall provide such updated Recall Policy to you.
6. Return and refund
6.1 We may offer a return and / or credit for Goods which are damaged or missing from the delivery in line with our current processes and policies (Refund Policy) which we may update from time to time and shall provide such updated Refund Policy to you.
6.2 If Goods are damaged or missing from the delivery, you must comply with our Refund Policy and telephone us to let us know and we will investigate the matter and decide whether to refund the Goods, credit the order, or return any Goods which are damaged or of poor quality, in our discretion.
7. Delivery, transfer of risk and title
7.1 We will contact you with an estimated delivery date via your confirmation email, which will be within 2 working days after the date on which we email you to confirm our acceptance of your order. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 14 for our responsibilities when this happens.
7.2 Delivery is complete once the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time.
7.3 You own the Goods once we have received payment in full, including of all applicable delivery charges.
7.4 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
7.5 If you fail to take delivery within ten (10) days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods.
8. No international delivery
8.1 Unfortunately, we do not deliver to addresses outside the UK.
8.2 You may place an order for Goods from outside the UK, but this order must be for delivery to an address in the UK.
9. Price of Goods and delivery charges
9.1 The prices of the Goods will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 9.5 for what happens if we discover an error in the price of Goods you ordered.
9.2 Prices for our Goods may change from time to time (weekly or monthly), but changes will not affect any order you have already placed.
9.3 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
9.4 The price of the Goods includes delivery charges.
9.5 We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. If we discover an error in the price of the Goods you have ordered we will contact you in writing to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.
10. How to pay
10.1 You can only pay for Goods using a debit card or credit card.
10.2 Payment for the Goods and all applicable delivery charges is in advance. We will not charge your debit card or credit card until we dispatch your Goods.
11. Our warranty for the goods
11.1 The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.
11.2 We provide a warranty that on delivery, the Goods shall:
(a) subject to clause 4, conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship; and
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
11.3 Subject to clause 11.4, if:
(a) you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 11.2;
(b) we are given a reasonable opportunity of examining the Goods; and
(c) we ask you to do so, you return the Goods to us at your cost,
we will, at our option, replace the defective Goods, or refund the price of the defective Goods in full.
11.4 We will not be liable for breach of the warranty set out in clause 11.2 if:
(a) you make any further use of the Goods after giving notice to us under clause 11.3;
(b) the defect arises as a result of us following any drawing, design or specification supplied by you;
(c) you alter or repair the Goods, including any packaging or security tags for the Goods without our written consent;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions (including where the Goods are required to be refrigerated at a certain temperature); or
(e) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
11.5 We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 11.2 to the extent set out in this clause 11.
11.6 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
11.7 These Terms also apply to any replacement Goods supplied by us to you.
12. Our liability: your attention is particularly drawn to this clause
12.1 References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.2 We only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.
12.3 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
12.4 Subject to clause 12.3, we will under no circumstances be liable to you for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
12.5 Subject to clause 12.3, our total liability to you in respect of all breaches of duty occurring within any contract year shall not exceed the cap. If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, our total liability for those claims shall not exceed the single highest annual cap for those contract years.
12.6 In clause 12.5:
(a) cap: the cap is a maximum of 100% of the Price paid for the Goods delivered and accepted by us in the contract year in which the breaches occurred.
(b) contract year: a contract year means a twelve (12) month period commencing on the date of this Contract or any anniversary of it.
13. Termination
13.1 Without affecting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within fifteen (15) days of you being notified in writing to do so;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(d) your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
13.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
14. Events outside our control
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
15. Communications between us
15.1 When we refer to "in writing" in these Terms, this includes email.
15.2 Any notice given by one of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.
15.3 A notice is deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the Business Day after posting; or
(c) if sent by email, at 9.00 am the next Business Day after transmission.
15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
15.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16. General
16.1 Assignment and transfer.
(a) We may assign or transfer our rights and obligations under the Contract to another entity.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
16.2 Variation.
(a) We may vary these Terms from time to time on giving you at least thirty (30) days’ notice by email (Updated Terms), provided that any variation required by applicable law will be effective immediately. If you order any Goods using the Updated Terms or upon the expiry of the thirty (30) day period, you are deemed to have accepted them, and the Updated Terms shall apply to all further orders you place with us for the Goods.
(b) Subject to clause 16.2(a), any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
16.3 Confidentiality.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 16.3(b). For the purposes of this clause, group means, in relation to you, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company, and our Group.
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, contractors, sub-contractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, sub-contractors or advisers to whom it discloses the other party's confidential information comply with this clause 16.3(b); and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Contract.
16.4 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
16.5 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.6 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
16.7 Governing law and jurisdiction. The Contract is governed by English law and you and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.