CONDITIONS OF SALE (BUSINESS TO BUSINESS)

You should print a copy of these terms and conditions for future reference. Please click on the button marked "I Accept" at the end of these terms and conditions if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Goods from our site.

1. DEFINITIONS

1.1 ‘BUYER’ means the person, firm or company who place an order for the supply or manufacture of goods with the Seller.
1.2 ‘CONDITIONS’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the
Seller.
1.3 ‘DELIVERY DATE’ means the date specified by the Seller when the goods are to be delivered.
1.4 ‘GOODS’ means the articles which the Buyer agrees to buy from the Seller.
1.5 ‘PRICE’ means the price for the Goods excluding carriage, packing, insurance and VAT.
1.6 ‘SELLER’ means Williamson Tea Limited.

2. CONDITIONS APPLICABLE

2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 After placing an order, the Seller will send an acknowledgment of order by e-mail to the Buyer. Please note that this does not mean that the Buyer's order has been accepted. The Buyer's order constitutes an offer to the Seller to buy Goods. All orders are subject to acceptance by the Seller, and the Seller will confirm such acceptance to the Buyer by sending an e-mail that confirms that the Goods have been dispatched (the Dispatch Confirmation). The contract between us (Contract and/or Conditions) will only be formed when the Dispatch Confirmation has been sent to the Buyer.
2.3 These Conditions will relate only to those Goods whose dispatch the Seller has confirmed in the Dispatch Confirmation. We will not be obliged to supply any other Goods which may have been part of your order until the dispatch of such Goods has been confirmed in a separate Dispatch Confirmation
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

3. ORDERS AND SPECIFICATIONS

3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller in accordance with Condition 2.2.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing by the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damages, charges and expenses incurred by the Seller as a result of cancellation.

4. PRICE OF THE GOODS

4.1 The Price of the Goods shall be the Seller’s quoted price as stated on the Seller's website from time to time. The Seller's site contains a large number of Goods and it is always possible that, despite the Seller's best efforts, some of the Goods listed on the site may be incorrectly priced. The Seller will normally verify prices as part of the dispatch procedures so that, where a Good's correct price is less than the stated price, the Seller will charge the lower amount when dispatching the Goods to the Buyer. If a Good's correct price is higher than the price stated on the Seller's site, the Seller will normally, at the Seller's absolute discretion, either contact the Buyer for instructions before dispatching the Goods, or reject the order and notify the Buyer of such rejection.
4.2 The Seller reserves a right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase of the cost to the Seller which is due to any factor beyond the control of the Seller (such as without limitation any significant increase in the cost of labour, materials or other costs of manufacture) any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation of any price list of the Seller and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex-works basis and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable value added tax which the Buyer shall additionally be liable to pay to the Seller.
4.5 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.

5. TERMS OF PAYMENT

5.1 [Credit terms are strictly 30 days after the date of invoice unless alternative terms are agreed in writing with the Seller. The Seller reserves the right to charge interest on overdue accounts at a rate of 2% per annum above Barclays Bank plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any Judgement] OR [Payment for all Goods must be by credit or debit card. The Seller accepts payment with [LIST OF CREDIT AND DEBIT CARDS]. [The Seller will not charge your credit or debit card until we despatch your order.]
5.2 Where the Contract is to be or may be fulfilled in separate instalments, deliveries or part payment for each such instalment delivery or parts shall be made as if the same constituted a separate Contract.
5.3 Should the Buyer default in paying sums due for the Goods supplied the Seller reserves a right in its absolute discretion to suspend all further deliveries until the default is made good or cancel the balance of the order. In either case the Seller shall hold the Buyer liable for the cost of Goods all ready for despatch.

6. PASSING OF PROPERTY

6.1 The Goods shall be at the Buyer’s risk as from delivery.
[6.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until
6.2.1 the Buyer shall have paid the price plus VAT in full and
6.2.2 no other sums whatever shall be due from the Buyer to the Seller.
6.3 Until property in the Goods passes to the Buyer in accordance with clause 6.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.
6.4 Notwithstanding that the goods (or any of them) remain in the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property and the Goods passes from the Seller the entire proceeds of sale or otherwise of the goods shall be held in trust for the Seller and shall not be mixed with any other money or paid into any overdrawn bank account and shall be at all material times identified as the Sellers money.
6.5 The Seller shall be entitled to recover the price (plus VAT) notwithstanding that property and any of the Goods has not passed from the Seller.
6.6 Until such time as the property and the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 6.4 shall cease.
6.7 The Buyer shall not pledge in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
6.8 The Buyer shall insure and keep insured the Goods to the full price against ‘all risks’ to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller.]
OR
6.2 [Title to the Goods shall pass from the Seller to the Buyer on delivery].

7. DELIVERY

7.1 Delivery of the Goods shall be made to the Buyer’s address or at such other premises as the Buyer may reasonably request.
7.2 Any time or date for delivery named by the Seller is an estimate only and whilst the Seller will make every endeavour to meet such delivery time or date the Seller shall not in any event be liable for the consequences of any delay howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing.
7.3 Where the Goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Purchaser in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.

8. ACCEPTANCE OF GOODS

8.1 The Buyer shall be deemed to have accepted Goods 24 hours after delivery to the Buyer.
8.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the Contract.

9. WARRANTIES AND LIABILITY

The Seller warrants that the Goods will at time of delivery correspond with the description given by the Seller.
9.1 Subject to as expressly provided in these Conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977, Section 12) all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.2 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 the Seller's consumer contract applies [insert link].
9.3 Where any valid claim is in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions the Seller shall be entitled to replace the Goods (or the part in question) free of charge or at the Sellers sole discretion refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.
9.4 The Seller shall not be liable to the Buyer or deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of the Sellers obligations in relation to the goods if the delay or failure was due to any course beyond the Sellers reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Sellers reasonable control.
9.4.1 Act of God explosion floods tempest fire or accident.
9.4.2 war or threat of war sabotage civil disturbance or acquisition.
9.4.3 acts restrictions regulations byelaws prohibitions or measures of any kind on the part of any governmental parliamentary or local authority.
9.4.4 import or export regulations or embargoes.
9.4.5 strikes lockouts or any other industrial actions or trade disputes (whether involving the employees of the seller or a third party).
9.4.6 difficulties in obtaining raw materials labour part or machinery.
9.4.7 power failure or breakdown in machinery.

10. INSOLVENCY OF BUYER

10.1 This clause applies if
10.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm)
becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or
10.1.2 an encumbrancer takes possession or a Receiver is appointed of any of the property or assets of the Buyer or
10.1.3 the Buyer ceases or threatens to cease to carry on business or
10.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer
accordingly.
10.2 If this clause applies then without prejudice to any other right or remedy to the Seller the Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary

11. GENERAL

11.1 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
11.4 Any dispute arising under or in connection with these conditions or the sale of the Goods shall be referred to Arbitration by a single Arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Chartered Institute of Arbitrators.
11.5 This contract is subject to the laws of England and Wales.