CANDY UK MANUFACTURING LTD SUPPLY TERMS

This SA is between the customer (“you”) and Candy UK Manufacturing Limited (a company registered in England with number 12352504) whose registered office and trading address is Unit 3, Wellington Point, Amy Johnson Way, Blackpool FY4 2RG (“we” or “us”); “Goods” means the means the goods or products that we are to supply to you as described in the Order; “Order” means any order by you for Goods or outline or quote by us for Goods accepted by you; “Premises” means your premises for delivery of the Goods or performance of the Services as described in the Order or accepted by us as subject to this SA; “SA” means this supply agreement, meaning any Order and these supply terms together.

1. SUPPLY AND ORDERS
1.1 You agree to pay for and we agree to supply to you the Goods. We and you may agree standard methods for placing Orders in which case you must use those standard methods. No Order is binding unless and until accepted by us and every Order is subject to these terms.
1.2 We may accept that further goods will be included within this SA or and we may accept from you an order for the supply of further goods not set out in the initial Order. In either case, the definition of Goods will be amended from the date of our acceptance to include the replacement list. The same applies from the date of notification from us if we discontinue any Goods and replace any list to delete discontinued Goods.
1.3 If we deliver Goods in instalments, each instalment is to be treated and payable as a separate agreement on these terms.
1.4 You are responsible for the accuracy of your orders. Orders can not be cancelled once accepted by us nor can Goods supplied in accordance with your orders be returned in each case without our prior written consent. Authorised returns must be sent to us at your cost in the same condition as received.
1.5 As an exception to clause 1.4 above, if you are a consumer purchasing Goods for your own use and not for sale or business purposes, if your Order was placed by distant communication, then you have the right to cancel the Order by written notice to us within 7 working days of receipt of these terms or acceptance of your Order, whichever is later. If you have received the Goods or paid for them before you cancel within these timescales, then you will receive a refund if applicable but you will be responsible for returning the Goods to us at your cost within 14 days in the same condition as you received them.

2. DELIVERY AND PERFORMANCE
2.1 All Goods will be delivered to your Premises unless agreed otherwise. Our prices include delivery unless stated otherwise in the Order (in which case you must pay the delivery charge in addition).
2.2 We will use reasonable endeavours (subject to delay beyond our control) to deliver Goods on the date set out in the Order or agreed by us or (if none) within 7 days of accepting the Order, but time is not of the essence for delivery.
2.3 If for any reason you do not accept delivery of any Goods at their delivery time, then we may at our sole discretion without prejudice to our other rights store the Goods at your risk. We reserve the right to charge you for redelivery and / or storage of Goods.

3. GOODS
3.1 You must inspect all Goods on delivery to you and your attention is drawn to clause 6.4.
3.2 You agree to ensure that your customers and personnel are assisted to store and use Goods in a manner which is safe, without risk to health and in compliance with all instructions of the manufacturer or from us or our representatives.
3.3 You agree not to sell or use the Goods after their expiry date for use.
3.4 You agree that you will not permit removal or alteration of identification or registration or other labels or marks on any Goods nor allow any Goods to become in jeopardy. You agree that you will not modify, alter or tamper with any Goods unless legally required to do so.

4. PRICES AND PAYMENT
4.1 The prices that you agree to pay for the Goods are initially as described in the Order or as notified to you. In the absence of any notification in the Order or elsewhere, the prices for any Goods will be the prices set out in the most recent prices notified to you for those Goods or, if none, any prices published by us prior to the Order.
4.2 All prices exclude VAT unless stated otherwise and you agree to pay all applicable VAT in addition.
4.3 You agree to pay to us in pounds sterling by the method or to the bank account notified to you by us all payments for Goods on delivery or as agreed on the Order or otherwise if different.
4.4 Without prejudice to our other rights, in the event of any delay in the receipt by us of any sum due, we may suspend or terminate any supply of Goods to you (whether or not we have already accepted any order) and may take back and resell Goods that have not been paid for. You irrevocably grant us or our representatives the right to access your premises to repossess those Goods in those circumstances. We may charge and you will pay interest on the amount of any unpaid sums that are due at the rate for late payment of commercial debts at that time under The Late Payment of Commercial Debts (Interest) Act 1998 and later Regulations.

5. RISK AND TITLE
5.1 Risk in all Goods passes to you from delivery of the Goods to your premises and after that you are solely responsible for their custody and storage.
5.2 Title in any Goods does not pass to you and we remain the owner of the Goods until we have been paid in full for them.
5.3 You agree that until title passes to you, unless agreed otherwise you shall keep Goods clearly identifiable as our property and you shall not yourself and nor shall you permit nor attempt to sell, assign, mortgage, charge or part with possession of any of those Goods at any time and you shall keep all those Goods free of all liens and distraints and shall take all reasonable precautions to ensure that those Goods are not damaged, stolen, altered or harmed in any way.
5.4 In the event that you do resell any Goods or use them to provide services before the title in them has passed to you, our beneficial entitlement shall attach to the proceeds of sale or the revenue from the services and you hold the proceeds on trust for us until we have been paid in full for the Goods.

6. WARRANTIES AND LIABILITY
6.1 We warrant that all Goods will be delivered to you prior to the expiry date for use, will comply in all material respects with the Order and will be free from material defects until the expiry date for use.
6.2 We agree to resolve free of charge any breach of the warranties above at our expense and this may include refund for or replacement of Goods but if we do this we shall have no further liability to you for breach of the warranties.
6.3 You acknowledge that the Goods are required for the purpose of a business carried on by you and that in selecting the Goods you rely on your own skill or judgement.
6.4 We have no liability for non-delivery, loss of or damage to Goods, or for any claim that the Goods are not in accordance with any order or are defective unless the claim has been notified in writing to us (a) within 72 hours of delivery for loss, damage or non-compliance with any Order; (b) within 72 hours of discovery of the defect for latent defects not apparent on reasonable inspection such as quality issues of Goods that were only apparent on use of the Goods; or (c) within 10 working days of the due delivery date for non-delivery. If you do not notify us of any claims within these time limits, the Goods shall be deemed in all respects to be in accordance with this SA.
6.5 We have no liability to you for any indirect or consequential loss, damage or expense, loss of profits, goodwill, revenue, anticipated savings, use or contracts.
6.6 Our liability to you in respect of death or personal injury resulting from our negligence or that of our personnel acting in the course of their duties shall not be limited. Other than in those respects, our total liability (including for multiple claims) to you shall not exceed 5 times the total payments received from you under this SA for the Goods that form the basis of the claim during the 12 months prior to the date of claim.
6.7 The exclusions and limitations of liability set out exclude and limit all of our liability to you to the fullest extent permitted by law for all matters arising in connection with this SA whether in contract, tort (including negligence other than as set out), for breach of statutory duty or otherwise.

7. MISCELLANEOUS
7.1 Neither this SA nor the supply of any Goods give you any rights to our trading name, brand name or intellectual property rights. You are not and agree not to hold yourself out as our agent, representative, employee or otherwise authorised to use our name unless these rights are granted to you under any other commercial agreement between us and you.
7.2 If any provision of this SA is illegal, invalid, void, voidable or unenforceable in any jurisdiction, neither its enforceability in any other jurisdiction nor the enforceability of any other provision shall be affected. If changes are required to comply with applicable legislation or to ensure its enforceability in its entirety, we reserve the right to amend this SA to ensure such compliance by written notice to you.
7.3 No variation or whole or partial release or waiver in respect of any of your liabilities or obligations is effective unless given in writing by us and does not affect any future enforcement of that obligation or any other obligation of yours.
7.4 Neither we nor you shall be liable for any delay or failure to meet our obligations (other than payment) due to any cause outside our reasonable control notified to the other party as soon as feasible.
7.5 Nobody other than us and you have any rights to enforce any part of this SA under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
7.6 We may sub-contract, assign or transfer this SA or any rights or obligations under it. This SA is personal to you and specific to the premises and you may not sub-contract, assign or transfer this SA or any part of it except with our prior written consent.
7.7 This SA sets out the entire agreement between us and supersedes any previous agreements between us in relation to its subject matter. It prevails over any other terms including any of your purchase terms whether sent before or after the date of this SA. All statements, warranties, representations or collateral contracts not contained in this SA are excluded to the fullest extent permitted by law except that nothing shall limit or exclude liability for fraud. You acknowledge that no person is authorised to make representations with legal effect in relation to the Goods on our behalf outside this SA.
7.8 This SA shall be construed and takes effect as an agreement under English Law and is subject to the exclusive jurisdiction of the English Courts.

© EXB Legal 2005