Terms & Conditions
WEB PROMOTION STANDARD terms and conditions
T&Cs
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Offers, Web Offer Terms and Conditions
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Main Terms
These terms and conditions (as amended from time to time in accordance with condition 13.9 below) (“Conditions”) shall govern the sale of goods by Wholebake Limited, registered in England and Wales with company number 10253130 (“9Brand Foods”) to the business customers (i.e. companies, partnerships and sole traders) to whom 9Brand Foods sells such goods (“Customer”).
These Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Customer’s attention is particularly drawn to the provisions of condition 10.
1 Interpretation
1.1 In these Conditions, the following definitions apply:
“Applicable Law” means the laws of England and Wales and the European Union and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the manufacture and/or supply of the Goods.
“Business Day” Monday to Friday, excluding any public holidays in England and Wales.
“Commencement Date” means the date when 9Brand Foods issues written acceptance of the applicable Order.
“Contract” means each contract between 9Brand Foods and the Customer for the supply of Goods in accordance with these Conditions.
“Customer Default” means any act or omission of the Customer or failure by the Customer to perform any relevant obligation under a Contract.
“Credit Terms” means payment within 30 days of the date of delivery and in full and in cleared funds in the invoice currency to a bank account nominated in writing by 9Brand Foods (or such other date as 9Brand Foods acting through a director may from time to time agree in writing).
“Delivery Location” means the delivery location set out in the Order, or such other delivery location as the parties may agree from time to time.
“Due Date” means, in respect of a payment under a Contract, the date on which such payment is due pursuant to these Conditions.
“Force Majeure Event” means an event beyond the reasonable control of 9Brand Foods including strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
“Goods” means the goods (or any part of them) set out in the Order.
“Goods Specification” means the finished product specification for the Goods (which are available online at www.9ninebrand.com and also by request to the Technical Manager of 9Brand Foods), as may be amended from time to time by 9Brand Foods in accordance with condition 3.7.
“Insolvency Event” means: (a) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; (b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; (c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company); (d) the Customer (being an individual) is the subject of a bankruptcy petition or order; (e) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; (f) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer (being a company); (g) a floating charge holder over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver; (h) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer; (i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (a) to (h) above (inclusive).
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“Order” means the Customer’s order for the supply of Goods.
“Order Acknowledgement” shall have the meaning given to it in condition 2.1.
“Sourcing Issue” means an inability of 9Brand Foods to source a particular raw material or obtain appropriate resources (such as personnel) on terms similar or identical to those available at the Commencement Date, including issues resulting from exchange rate fluctuations.
1.2 In these Conditions, the following rules apply: (i) words in the singular include the plural and vice versa; (ii) condition headings shall not affect the interpretation of these Conditions; (iii) a reference to a particular condition is to a particular condition of these Conditions; (iv) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (v) a reference to 9Brand Foods or the Customer includes its personal representatives, successors or permitted assigns; (vi) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; (vii) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and (viii) a reference to writing or writtenexcludes faxes and e-mails.
2 Basis of contract
2.1 Each Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions. 9Brand Foods shall endeavour to acknowledge each Order within 2 Business Days of receipt (which shall clarify the terms on which 9Brand Foods is willing to supply Goods to the Customer) (“Order Acknowledgement”).
2.2 The Order (as varied by the content of the Order Acknowledgement) shall only be deemed to be accepted on the Commencement Date on which date the applicable Contract shall come into existence. A minimum value of £250 shall apply to each Order.
2.3 Following acceptance of an Order by 9Brand Foods, creating a Contract neither party may cancel or vary the applicable Contract other than by giving the other notice in accordance with these Conditions: (i) within a 2 Business Day period from the time at which the Order is placed, provided that, at the date of cancellation or variation, there is no less than 2 Business Days before the anticipated date for delivery; or (ii) in accordance with condition 11.
2.4 Any quotation given by 9Brand Foods shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.5 All of these Conditions shall apply to the supply of both Goods except where application to one or the other is specified.
3 SUPPLY
3.1 9Brand Foods shall supply the Goods to the Customer pursuant to each Contract.
3.2 9Brand Foods warrants that on delivery the Goods shall: (i) conform in all material respects with the Goods Specification; (ii) be free from material defects in design, material and workmanship; (iii) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and (iv) comply with Applicable Law.
3.3 Subject to condition 3.4, if:
3.3.1 the Customer: (i) gives notice in writing within 14 Business Days of delivery (or within 3 months of delivery if the defect would not be apparent on a reasonable inspection, provided that the Customer notifies 9Brand Foods within 7 days of discovery) that some or all of the Goods do not comply with the warranty set out in condition 3.2;
3.3.2 9Brand Foods is given a reasonable opportunity of examining such Goods (which may include accessing the Customer’s premises); and
3.3.3 the Customer (if asked to do so by 9Brand Foods) returns such Goods to 9Brand Foods’s place of business at the Customer’s cost,
9Brand Foods shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
3.4 9Brand Foods shall not be liable for the Goods’ failure to comply with the warranty in condition 3.2 if:
3.4.1 the Customer makes any further use of such Goods after giving a notice in accordance with condition 3.3 (unless such use is approved in advance in writing by 9Brand Foods);
3.4.2 the defect arises because the Customer failed to follow 9Brand Foods’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;
3.4.3 the Customer alters such Goods without the written consent of 9Brand Foods;
3.4.4 the defect arises as a result of wilful damage, negligence, or abnormal storage conditions;
3.4.5 the Goods differ from the Goods Specification as a result of changes made to ensure they comply with Applicable Law.
3.5 Except as provided in this condition 3, 9Brand Foods shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in condition 3.2.
3.6 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by 9Brand Foods under condition 3.3.
3.7 9Brand Foods reserves the right to amend the Goods Specification where such change is required by any Applicable Law, as a result of a Sourcing Issue or to make necessary changes in the recipes and/or manufacturing process.
4 DELIVERY
4.1 9Brand Foods shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Customer reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 Subject to condition 4.4, 9Brand Foods shall deliver the Goods to the Delivery Location at any time after 9Brand Foods notifies the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location. The Customer shall be responsible for unloading. The Customer shall be responsible for the disposal of all packing materials.
4.4 Where the Delivery Location is at the premises of 9Brand Foods, the Customer shall collect the Goods from the Delivery Location within 3 Business Days of 9Brand Foods notifying the Customer that the Goods are ready. Delivery of the Goods shall be completed on the completion of loading of the Goods at the Delivery Location.
4.5 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence.
4.6 If the Customer fails to accept or take delivery of the Goods (which shall include a failure to provide appropriate delivery instructions to 9Brand Foods within 3 Business Days of 9Brand Foods notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by 9Brand Foods’s failure to comply with its obligations under the Contract in respect of the Goods:
4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the 3rd Business Day following the day on which 9Brand Foods notified the Customer that the Goods were ready; and
4.6.2 9Brand Foods shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If 3 Business Days after 9Brand Foods notified the Customer that the Goods were ready for delivery the Customer has not accepted or taken delivery of them, 9Brand Foods may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.8 9Brand Foods may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.9 Any short delivery shall be notified to 9Brand Foods by the Customer within 2 Business Days of delivery.
5 Title and risk
5.1 The risk in the Goods shall pass to the Customer on completion of delivery at the Delivery Location.
5.2 Title to the Goods shall not pass to the Customer until 9Brand Foods has received payment in full (in cash or cleared funds) for the Goods or other goods that 9Brand Foods has supplied to the Customer in respect of which payment has become due).
5.3 Until title to the Goods has passed to the Customer, the Customer shall:
5.3.1 hold the Goods on a fiduciary basis as 9Brand Foods’s bailee;
5.3.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as 9Brand Foods’s property;
5.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
5.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on 9Brand Foods’s behalf from the date of delivery;
5.3.5 give 9Brand Foods such information relating to the Goods as 9Brand Foods may require from time to time,
but the Customer may resell or use the Goods in the ordinary course of its business.
5.4 If before title to the Goods passes to the Customer the Customer becomes subject to an Insolvency Event, or 9Brand Foods believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product or service, and without limiting any other right or remedy 9Brand Foods may have, 9Brand Foods may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
6 Export/Import Licences
9Brand Foods shall be responsible for obtaining applicable export licences. The Customer is solely responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by 9Brand Foods, the Customer shall make those licences and consents available to 9Brand Foods prior to the relevant shipment.
7 Charges and payment
7.1 The price for Goods shall be the price set out in the Order Acknowledgement or, if no price is quoted, the price set out in 9Brand Foods’s published price list (subject to the Customer’s agreed trade discount) as at the date of delivery. For the avoidance of doubt, any prices quoted in the Order provided by the Customer shall not apply (and therefore the price set out in 9Brand Foods’s published price list (subject to the Customer’s agreed trade discount) shall apply) unless such prices are confirmed in an applicable Order Acknowledgement. Prices and discounts may be varied by 9Brand Foods on no less than 30 days’ notice to the Customer.
7.2 In respect of a Delivery Location in the UK mainland, the price of the Goods is inclusive of all costs and charges of packaging, insurance, transport of the Goods. In respect of a Delivery Location outside of the UK mainland, the price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.
7.3 The Customer has 10 days from receipt of invoice to challenge price or quantity and after such date shall be deemed to have accepted and make the payment within the contracted terms. Subsequent challenge will be investigated and reimbursed if found to be inaccurate.
7.4 9Brand Foods reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to 9Brand Foods that is due to:
7.4.1 any factor beyond the control of 9Brand Foods (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
7.4.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
7.4.3 any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give 9Brand Foods adequate or accurate information or instructions in respect of the Goods.
7.5 Where Goods are Ordered for delivery to a Delivery Location:
7.5.1 in the UK mainland, 9Brand Foods shall invoice the Customer on or at any time after completion of delivery;
7.5.2 outside of the UK mainland, 9Brand Foods shall invoice the Customer on despatch.
7.5.3 Unless agreed to the contrary, all invoices shall be in pounds sterling.
7.6 The Customer shall pay each invoice submitted by 9Brand Foods in accordance with the Credit Terms, and time for payment shall be of the essence of the Contract. However, should the credit worthiness of the Customer be reduced in the reasonable opinion of 9Brand Foods, 9Brand Foods may vary such credit terms on written notice to the Customer. Payments shall be made by BACS or TT (or such other method as 9Brand Foods may agree from time to time.
7.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by 9Brand Foods to the Customer, the Customer shall, on receipt of a valid VAT invoice from 9Brand Foods, pay to 9Brand Foods such additional amounts in respect of VAT as are chargeable on the supply of the Goods at the same time as payment is due for the supply of the Goods.
7.8 The Late Payment of Commercial Debts (Interest) Act 1998 shall apply to all payments due under each Contract.
7.9 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against 9Brand Foods in order to justify withholding payment of any such amount in whole or in part (unless otherwise agreed to the contrary by 9Brand Foods in writing). 9Brand Foods may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by 9Brand Foods to the Customer.
8 Intellectual property rights
All Intellectual Property Rights in or arising out of or in connection with the Goods shall be owned by 9Brand Foods.
9 Confidentiality
A party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives, promotional plans, payment terms/discounts which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This condition 9 shall survive termination of the Contract.
10 iNDEMNITIES AND Limitation of liability
10.1 Indemnities
The Customer shall indemnify 9Brand Foods from and against any and all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by 9Brand Foods in connection with:
10.1.1 any failure of the Customer to obtain appropriate licences and/or consents in accordance with condition 6, or any subsequent revocation or non-renewal of any such licence and/or permit;
10.1.2 any use of the Goods by the Customer other than as envisaged under the Contract; and
10.1.3 any Customer Default.
10.2 Nothing in these Conditions shall limit or exclude 9Brand Foods’s liability for: (i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (ii) fraud or fraudulent misrepresentation; (iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); (iv) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or (v) defective products under the Consumer Protection Act 1987.
10.3 Subject to condition 10.2, 9Brand Foods’s liability shall be limited as follows:
10.3.1 9Brand Foods shall not be liable for: (i) any delay in delivery of the Goods; or (ii) any failure to deliver the Goods, that is caused by a Force Majeure Event or the Customer’s failure to provide 9Brand Foods with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods;
10.3.2 if 9Brand Foods fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods;
10.3.3 9Brand Foods’s total liability to the Customer in respect of a breach of warranty relating to Goods shall be limited to replacement or refund as described in condition 3.3;
10.3.4 9Brand Foods shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (i) loss of profit; (ii) loss of business; (iii) loss of revenue; (iv) loss of opportunity; or (v) any indirect or consequential loss arising under or in connection with a Contract; and
10.3.5 9Brand Foods’s total liability to the Customer in respect of all other losses arising under or in connection with a Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the lower of (i) the Contract value; and (ii) £50,000.
10.4 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.5 This condition 10 shall survive termination of the Contract.
11 Termination
11.1 Without limiting its other rights or remedies, the Customer may terminate a Contract with immediate effect by giving written notice to 9Brand Foods if 9Brand Foods commits a material breach of its obligations under such Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach from the Customer.
11.2 Without limiting its other rights or remedies, 9Brand Foods may terminate one or more Contracts (or suspend all further deliveries of Goods):
11.2.1 with immediate effect by giving written notice to the Customer where: (i) necessary as a result of any Applicable Law; (ii) a Sourcing Issue has occurred which affects such Goods; (iii) the Customer commits a material breach of its obligations under a Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach from 9Brand Foods; (iv) an Insolvency Event has occurred; (v) the Customer fails to pay any amount due under this Contract on the Due Date;
11.2.2 by giving the Customer 14 days’ written notice.
11.3 The Customer shall notify 9Brand Foods immediately if it becomes subject to an Insolvency Event, or believes it may in the future become subject to an Insolvency Event.
12 Consequences of termination
On termination of the Contract for any reason:
12.1 the Customer shall immediately pay to 9Brand Foods all of 9Brand Foods’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has yet been submitted, 9Brand Foods shall submit an invoice, which shall be payable by the Customer immediately on receipt;
12.2 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of any Contract which existed at or before the date of termination or expiry; and
12.3 conditions which expressly or by implication have effect after termination shall continue in full force and effect.
13 General
13.1 Entire Agreement: (i) Each Contract constitutes the entire agreement between the parties relating to the particular Order and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between the parties, whether written or oral, relating to its subject matter. (ii) Any samples, drawings, descriptive matter or advertising issued by 9Brand Foods and any descriptions or illustrations of the Goods contained in 9Brand Foods’s websites, 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 or have any contractual force. (iii) The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of 9Brand Foods which is not set out in the applicable Contract. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in the applicable Contract.
13.2 Force majeure: (i) 9Brand Foods shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. (ii) If the Force Majeure Event prevents 9Brand Foods from providing any of the Goods for more than 12 weeks, 9Brand Foods shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
13.3 Assignment and subcontracting: (i) 9Brand Foods may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party. (ii) The Customer shall not, without the prior written consent of 9Brand Foods, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
13.4 Notices: (i) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing, addressed (in respect of 9Brand Foods) to the Managing Director and (in respect of the Customer) the contact name/title detailed in the Order and shall be delivered to the other party: (a) personally or sent by recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business; or (b) by email, to ContractNotices@9Brand Foods.co.uk in respect of 9Brand Foods and in respect of the Customer, any email address used by the Customer to communicate with 9Brand Foods. (ii) Any notice or other communication shall be deemed to have been duly received if: (a) delivered personally, when left at such addressor; (b) if sent by recorded delivery, at 9.00 am on the 2nd Business Day after posting; (c) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed unless outside of business working hours, in which case at 9.00 am on the next Business Day; and (d) if sent by email and a valid read receipt is received by the sender, on the date and at the time of such read receipt. (iii) This condition 13.4 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this condition, “writing” shall not include faxes or e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by fax or e-mail.
13.5 Waiver and cumulative remedies: (i) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. (ii) Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.
13.6 Severance: (i) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. (ii) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
13.7 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
13.8 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
13.9 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by 9Brand Foods.
13.10 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales (provided that enforcement action may be taken in other jurisdictions).
These Terms of Use regulate the relationship between 9NINE Foods Limited and you in relation to your use of our website located at www.9NINEBRAND.com (Website). Our Website is operated by 9NINE Foods Limited a company incorporated in England and Wales (registered number 10253130) and whose registered office is at 9BARN, Units 1-3 Rake Farm Buildings, Rake Lane, Eccleston, Chester, CH4 9JN. (we, us, our). We are a private limited company. You can contact us by email at sales@9NINE.co.uk
These Terms of Use incorporate our Privacy Policy (which tells you about how we use your personal information) and Cookies Policy(which tells you about the use of cookies on our Website).
Please read these Terms of Use carefully before you use our Website. They are a legally binding agreement and contain important information on your legal rights and obligations.
By accessing or using our Website, you agree to comply with and be bound by these Terms of Use. If you do not agree to be bound by these Terms of Use, do not access or use our Website.
These Terms of Use apply to everyone who visits our Website, whether or not you are a registered user.
Accessing our Website
By accessing our Website you confirm that:you accept and agree to comply with these Terms of Use;
you accept and agree to comply with our Privacy Policy;
you accept and agree to comply with our Cookies Policy;
you are at least 18 years of age; and
accessing our Website and the Site Content is not illegal in your jurisdiction.
Access to our Website is permitted on a temporary basis and we reserve the right to withdraw, suspend or amend access to our Website or any Site Content we provide on our Website without notice. As we do not charge you for accessing our Website, we will not be liable to you if for any reason our Website is unavailable at any time or for any period.
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If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms of Use.
You are responsible for making all arrangements necessary for you to have access to our Website. You are also responsible for ensuring that all persons who access our Website through your internet connection are aware of these Terms ofUse,and that they comply with them
Ownership of our Website and Site Content
Unless otherwise stated, we are the owner or licensee of all Intellectual Property Rights in our Website and in the material published on our Website (including the Site Content). The Intellectual Property Rights in our Website and those materials are protected by laws and treaties around the world and all such rights are reserved by us.
We grant you a revocable, non-exclusive, non-transferable, non-sub-licensable, limited right to access, retrieve and display our Website and the Site Content on a computer screen, tablet or smartphone. You may print off one copy, and may download extracts, of any page from our Website for your personal use and reference only provided that you do not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you do not use any illustrations, photographs, or graphics separately from any accompanying text
Other than as set out in condition 2.2 above, you must not:republish material from our Website or any Site Content (including republication on another website);
use, copy, reproduce, upload, post, modify, transmit, or mirror on another website or in any other media, distribute or create derivative works of our Website or any Site Content;
sell, rent or sub-license material from our Website or any Site Content;
show any material from our Website or any Site Content in public;
reproduce, duplicate, copy or otherwise exploit material on our Website or any Site Content for any commercial purpose;
edit or otherwise modify any material on our Website or any Site Content; or
redistribute material from our Website or any Site Content except for content specifically and expressly made available for redistribution and in which case such content is specifically made available for redistribution within yourorganisationfor your internal business purposes only.
Other than as set out in condition 2.2 above, we do not grant you any rights or licenses to use our Website or any Site Content.
Our status (and that of any identified contributors) as the authors of material (including the Site Content) on our Website must always be acknowledged.
If you print off, copy or download any part of our Website in breach of these Terms of Use, your right to use ourWebitewill cease immediately and you must, at our option, return or destroy any copies of any Site Content you have made.
You acknowledge that the names,imagesand logos identifying “Wholebake” (including, without limitation, the Wholebaketrade mark), our affiliated companies, our products and services, or our licensors and their products and services are owned by us, our affiliated companies or our licensors (as applicable). You may not use them without the prior written consent of us and/or our affiliated companies and/or our licensors (as applicable).
Reliance on information posted
Commentary and information posted on our Websiteisnot intended to amount to advice on which reliance should be placed. Subject to condition 12.1, we shall not be liable for any loss or damage arising as a result of such reliance by you or any third party.
We aim to update our Websiteregularly,and may change the Site Content at any time. Any of the material (including the Site Content) on our Website may be out of date at any given time, and we are under no obligation to update such material.
Cookies Policy
We process personal information about you in accordance with our Privacy Policy. By using our Website, you consent to such processing and you warrant that all personal information you provide is complete, accurate, up-to-date and not misleading.
Privacy Policy
We use cookies in accordance with our Cookies Policy. By using our Website, you agree to our use of cookies in accordance with our Cookies Policy.
Products
The advertising of products on our Website constitutes an “invitation to treat” – not a contractual offer.
Viruses, hacking and other offences
You must not misuse our Website by knowingly introducing viruses or harmful code. You must not attempt to gainunauthorisedaccess to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributeddenial-of serviceattack or by any other means.
By breaching this condition 7, you would commit a criminaloffenceunder the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.
Prohibited uses
You must not misuse our Website by knowingly introducing viruses or harmful code. You must not attempt to gainunauthorisedaccess to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributeddenial-of serviceattack or by any other means.
By breaching this condition 7, you would commit a criminaloffenceunder the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.
Viruses, hacking and other offences
You may use our Website only for lawful purposes. You may not use our Website:in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
for the purpose of harming or attempting to harm minors in any way;
to send, upload, download, use or re-use any material which does not comply with our Content Standards;
to send, or procure the sending of, any unsolicited orunauthorisedadvertising or promotional material or any other form of similar solicitation (i.e. spam);
to conduct any systematic or automated data collection activities (including without limitation scoping, data mining, data extraction or data harvesting) on or in relation to our Website without obtaining our prior written consent;
for any purpose that in our reasonable opinion damages our reputation or the reputation of our affiliated companies;
for any purpose other than your personal, non-business use;
in any manner which breaches these Terms of Use.
Uploading User Content to our Website
Whenever you make use of a feature that allows you to upload User Content to our Website, or to make contact with other users of our Website, you must comply with the Content Standards (set out in condition 10 below).
All User Content you upload or post must comply with the Content Standards and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law and in any jurisdiction). You agree to indemnify us and keep us indemnified on demand against all Losses suffered by, incurred by or awarded against us arising out of or in relation to User Content which does not comply with the Content Standards and/or these Terms of Use.
We will treat all User Content you post and upload to our Website as non-confidential and non-proprietary. You grant us a worldwide, perpetual, irrevocable,royalty free, non-exclusive licence (including the right to grant sub-licences) to use, copy, distribute, reproduce, adapt, translate and publish any and all User Content in any existing or future media (including, without limitation, on our Website, on other websites, on physical products and in promotional and/or marketing material developed, in each case whether developed by us or on our behalf or on behalf of our affiliates).
We may disclose your identity to any third party who claims that any User Content posted or uploaded by you defames them, constitutes a breach of their Intellectual Property Rights, breaches their right to privacy or breaches their other legal rights.
We have the right to remove any User Content or posting you make on our Website if, in our opinion, such material does not comply with the Content Standards and/or these Terms of Use.
You shall only upload and post User Content that complies with the Content Standards and that you either own or havepermissionsto upload or post.
You represent and warrant on an ongoing basis that you:are the owner orauthorisedlicensee of all User Content;
have all necessary rights (including, but not limited to, all Intellectual Property Rights) and consents required to publish the User Content and to grant us the rights in the User Content set out in these Terms of Use;
will not upload or post User Content that violates applicable law or regulations;
have all required permissions and consents from any third party whose personal information is included in any User Content; and
will ensure that your User Content complies with these Terms of Use.
You agree to make your User Content available to us in the manner envisaged by these Terms of Use without payment or other compensation to you. We may, at our sole discretion, access, delete, edit or remove any User Content from our Website, without permission of or notification to you. We may (but are not obliged to) monitor your activities (or be alerted to the same) on our Website for any reason.
Content Standards
These Content Standards apply to any and all User Content which you contribute or allow to be contributed to our Website and to any interactive services which may be associated with it from time to time.
You must comply with the spirit of the Content Standards as well as the letter. The Content Standards apply to each part of any User Content as well as to its whole.
All User Content must:be accurate (where it states facts);
be genuinely held (where it states opinions); and
comply with applicable law and regulations in England and in any country from which it is posted or uploaded.
User Content must not:belibellousor maliciously false or contain any material which is defamatory;
be obscene or indecent;
infringe any third party Intellectual Property Right(s);
infringe any right of confidence, right of privacy, or right under data protection laws and/or regulations;
constitute negligent advice or contain any negligent statement;
be likely to and/or intended to deceive any person;
constitute an incitement to commit a crime or promote illegal activity;
be in contempt of any court, or in breach of any court order;
be blasphemous;
be in breach of official secrets legislation;
promote or depict violence in an explicit, graphic or gratuitous manner;
be pornographic or contain s*xually explicit material;
be untrue, false, inaccurate or misleading;
be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
constitute spam;
be offensive, deceptive, obscene, threatening, abusive, invade another’s privacy, harassing, menacing, hateful or inflammatory;
promote discrimination based on race, s*x, religion, nationality, disability, s*xualrientationor age; or
be likely to or intended to cause annoyance, inconvenience anxiety, embarrassment,alarmentor harassment to any person;
give the impression that it emanates fromus,if this is not the case; or
advocate, promote or assist any unlawful act such as (by way of example only) Intellectual Property Right infringement or computer misuse.
Your User Content (including, but not limited to, any product reviews) must be appropriate, civil, tasteful and accord with generally accepted standards of etiquette andbehaviouron the internet.
You must not link any website to our Website or set up a link from our Website to any other website without our prior written consent.
You must not submit any User Content to our Website that is or has ever been the subject of any threatened or actual legal proceedings orother similar complaint.
We reserve the right to edit or remove any User Content submitted to our Website, or stored on our servers, or hosted or published on our Website.
Notwithstanding our rights under these Terms of Use in relation to your User Content, we do not undertake to monitor the submission of any User Content to, or the publication of any User Content on, our Website.
Suspension and termination
Failure to comply with the Content Standards constitutes a material breach of these Terms of Use and may result in our taking action against you, including without limitation all or any of the following actions:immediate, temporary or permanent withdrawal of your right to use our Website;
immediate, temporary or permanent removal of any User Content uploaded by you to our Website;
issueof a warning to you;
bringing legal proceedings against you to recover our Losses arising out of or in connection with your breach, including pursuant to the indemnity you give us in condition 9.2 above;
further legal action against you; and/or
disclosure of information by us in respect of the breach to law enforcement authorities as we reasonably believe is necessary.
Condition 11.1 above is without prejudice to our general right to withdraw, suspend or amend access to our Website and/or any Site Content in accordance with condition 1.2.
Our liability
Nothing in these Terms of Use (including our Privacy Policy and Cookies Policy) excludes or limits our liability for:death or personal injury arising from our negligence;
our fraud or fraudulent misrepresentation; or
any other liability that cannot be excluded or limited by English Law.
Subject to condition 12.1, you use our Website at your own risk. Our Website and the Site Content is provided without any guarantees, conditions or warranties of any kind. We do not warrant that any functions contained in our Website will be uninterrupted or error-free, that defects will be corrected, or that the Site Content will be accurate, relevant or appropriate for your circumstances, purposes or requirements.
Subject to condition 12.1 to the fullest extent permitted by law, we expressly exclude:all conditions, warranties, representations and other terms which might otherwise apply to your use of our Website and/or any Site Content, whether express or implied by statute, the common law or the law of equity;
any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our Website or in connection with the use, inability to use, or results of the use, of our Website, the use of or reliance on any Site Content, or use of any websites linked to it, howsoever arising and whether caused by breach of contract, tort (including negligence) or otherwise; and
any liability to you or any third party for the content or accuracy of any User Content by you or any other user of our Website.
Whilst we will use reasonable endeavours to ensure Site Content and any software and/or data made available on or through our Website does not contain any viruses or harmful code, however you understand and agree that any Site Content, software and/or data downloaded or otherwise obtained through the use of our Website is downloaded and used at your own discretion and risk. Subject to condition 12.1, you acknowledge and agree that you will be solely responsible for all Losses, including without limitation damage to your own computer system and loss of data arising in connection with the download of any such Site Content, software and/or data.
If our Website contains links to other websites and resources provided outside the www.wholebake.com domain, such links are provided for your information only. Such links are not and should not be interpreted asendorsementby us of those linked websites. We are not responsible for the privacy practices or content of any such linked websites.
Reference to third party products, services, companies and websites on our Website is for information purposes only and constitutes neither an endorsement nor a recommendation.
Changes to our Terms of Use
We may change the whole or any part of these Terms of Use from time-to-time and at any time. Please periodically review our Website and these Terms of Use as your continued use of our Website indicates your agreement to any changes that we make. Some of the provisions contained in these Terms of Use may also be superseded by provisions or notices published elsewhere on our Website
Competitions and promotions
We may from time to time run competitions and/or promotions form our Website, which shall be governed by separate terms and conditions provided to you by
Assignment
We may transfer, sub-contract or otherwise deal with the whole or any of our rights and/or obligations under these Terms of Use without notifying you or obtaining your consent.
You may not transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these Terms of Use withoutorprior written consent.
Severability
If a provision of these Terms of Use is determined by any court or other competent authority to be unlawful, illegal and/or unenforceable, the other provisions will continue in full force and effect. If any unlawful, illegal and/or unenforceable provision would be lawful, legal and/or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in full force and effect.
Exclusion of third party rights
These Terms of Use are between you and us. No other person shall have any rights to enforce any of these Terms of Use.
Entire agreement
These Terms of Use, (including our Privacy Policy and Cookies Policy) set out the entire agreement between you and us in relation to your use of our Website, and supersede all previous agreements,arrangementsand understandings between you and us in respect of your use of our Website
Subject to condition 12.1, each party acknowledges that in entering into these Terms of Use it has not relied on any representation, warranty, collateral contract or other assurance (except those set out in these Terms of Use) made by or on behalf of any other party at any time. Each party waives all rights and remedies which, but for this condition 18.1, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance.
No waiver
If we fail to insist that you perform any of your obligations under these Terms of Use, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
Law and jurisdiction
These Terms of Use will be governed by and construed in accordance with English law, and any disputes relating to these Terms of Use or your use of our Website will be subject to the exclusive jurisdiction of the courts of England and Wales. Without prejudice to the foregoing, we retain the right to bring proceedings against you for breach of these Terms of Use and/or relating to your use of our Website in your country of residence or any other relevant country.
Registrations and authorisations
We are registered and approved as a food manufacturing premises with Denbighshire County Council who can be contacted by telephone on 01824 706101. We hold the SALSA food accreditation which requires our manufacturing, quality and hygiene systems to be audited annually and our membership number is 322. We are also registered with and the relevant products approved by the Organic Food Federation, Vegetarian Society and Coeliac Society. Our UK VAT number is 108 2948 09.
Definitions
Where used in these Terms of use, the following capitalised terms shall have the following meanings:
Content means all information, profiles, reports, materials, feedback, data, submissions, ideas, tags, messages, recommendations, text, material, articles, photos, music, videos, posts, comments, responses, e-mail, audio-visual and other content;
Content Standards means those standards set out in condition 10 of these Terms of Use;
all (i) patents, patent applications and related patent rights (including divisions, continuations,continuations in-part, renewals, reissues, and extensions thereof) and other rights in inventions; (ii) rights associated with works of authorship including moral rights, copyrights and registrations thereof; (iii) rights relating to the protection of trade secrets and confidential information; (iv) rights relating to the protection of know-how; (v) rights relating to the protection of trademarks, service marks, trade names business names and logos (including rights in goodwill attached thereto); (vi) rights in internet domain names and website addresses; (vii) database rights; (vii) rights in registered and unregistered designs; (viii) semi-conductor topography rights; (ix) other intellectual property rights; and (x) all priority rights related to the foregoing under applicable conventions, in each case subsisting at any time (whether registered or unregistered);
any pending applications or rights to apply forregistrationsof any of the rights set out inlimb(a) that are capable of registration in any country or jurisdiction; and
any similar or analogous rights to any of the rights set out inlimb(a) in any jurisdiction.
Losses means all losses, liabilities (including provision for contingent liabilities), fines, damages, costs and expenses including legal fees on a solicitor/client basis and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties;
Site Content means Content that we have uploaded to and posted on our Website (including Content provided by other users); and
User Content means all Content posted or uploaded onto our Website by you or anyone on your behalf, including, but not limited to, any personal information about you provided by you or collected by us via our Website or otherwise, any blog and any product review.
Offers, Web Offer Terms and Conditions
By using the discount codes, customers will be deemed to be bound by and have accepted these terms and conditions. These Terms and Conditions prevail in the event of any conflict or inconsistency any other communications, including advertising or promotional materials.
15% Off + FREE DELIVERY terms and conditions
Offer valid from 12pm Wednesday 25th March 2020 until midnight on Sunday 31st May 2020. Offer valid on single flavour cases only. Offer cannot be used in conjunction with any other offer or voucher code. Available online only while stock lasts. Please allow 10 working days for delivery. UK mainland delivery only. 9BRAND foods Ltd. reserves the right to withdraw or amend the offer at any time.
