TERMS AND CONDITIONS FOR THE SALE OF SOUL FOOD PRODUCTS
TERMS AND CONDITIONS FOR THE SALE OF SOUL FOOD PRODUCTS
TERMS AND CONDITIONS FOR THE SALE OF SOUL FOOD PRODUCTS
- Application of Terms and Conditions
- Application of Terms and Conditions
Application of Terms and Conditions
1.1 Soul Food shall sell and the Customer shall purchase the Products in accordance with any order of the Customer which is accepted by Soul Food and/or any quotation or offer of Soul Food which is accepted by the Customer;
1.1 Soul Food shall sell and the Customer shall purchase the Products in accordance with any order of the Customer which is accepted by Soul Food and/or any quotation or offer of Soul Food which is accepted by the Customer;
1.2 These Terms and Conditions shall govern the Agreement to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted by Soul Food, or any such order is made or purported to be made, by the Customer.
1.2 These Terms and Conditions shall govern the Agreement to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted by Soul Food, or any such order is made or purported to be made, by the Customer.
1.3 Any terms and conditions proposed by the Customer, whether in a purchase order or otherwise, are hereby expressly rejected and shall have no force or effect.
1.3 Any terms and conditions proposed by the Customer, whether in a purchase order or otherwise, are hereby expressly rejected and shall have no force or effect.
2. Interpretation
2. Interpretation
2. Interpretation
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Agreement”
means the agreement for the purchase and sale of the Products under these Terms and Conditions;
“Agreement”
means the agreement for the purchase and sale of the Products under these Terms and Conditions;
“Customer”
means the person who accepts a quotation or offer of Soul Food for the sale of the Products or whose order for the Products is accepted by Soul Food;
“Customer”
means the person who accepts a quotation or offer of Soul Food for the sale of the Products or whose order for the Products is accepted by Soul Food;
“Delivery Date”
means the date on which the Products are to be delivered as stipulated in the Customer’s order and accepted by Soul Food;
“Delivery Date”
means the date on which the Products are to be delivered as stipulated in the Customer’s order and accepted by Soul Food;
“Products”
means the Products (including any instalment of the Products or any parts for them) which Soul Food is to supply in accordance with these Terms and Conditions;
“Products”
means the Products (including any instalment of the Products or any parts for them) which Soul Food is to supply in accordance with these Terms and Conditions;
“Order Price”
means the price of the specific order to which reference is being made, as confirmed in Soul Food's acceptance or invoice;
“Order Price”
means the price of the specific order to which reference is being made, as confirmed in Soul Food's acceptance or invoice;
“Ordering System”
means the online ordering platform/application used by Soul Food for the placement and acceptance of orders;
“Ordering System”
means the online ordering platform/application used by Soul Food for the placement and acceptance of orders;
“Soul Food”
means Soul Food Oats Limited, a company registered in Ireland having company number 769056 of having its registered office at 5 Castle Lawns, Malahide, Co. Dublin, K36 E198.
“Soul Food”
means Soul Food Oats Limited, a company registered in Ireland having company number 769056 of having its registered office at 5 Castle Lawns, Malahide, Co. Dublin, K36 E198.
2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
a) “writing”, and any cognate expression, includes a reference to any communication effected by electronic or similar means;
b) a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
c) “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
d) a Schedule is a schedule to these Terms and Conditions; and
e) a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
f) a “Party” or the “Parties” refer to Soul Food and the Customer as parties to these Terms and Conditions, and references to a Party's obligations or rights shall include its successors and permitted assigns.
2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
a) “writing”, and any cognate expression, includes a reference to any communication effected by electronic or similar means;
b) a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
c) “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
d) a Schedule is a schedule to these Terms and Conditions; and
e) a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
f) a “Party” or the “Parties” refer to Soul Food and the Customer as parties to these Terms and Conditions, and references to a Party's obligations or rights shall include its successors and permitted assigns.
2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2.4 Words imparting the singular number shall include the plural and vice versa.
2.4 Words imparting the singular number shall include the plural and vice versa.
2.5 References to any gender shall include the other gender.
2.5 References to any gender shall include the other gender.
Basis of Sale
Basis of Sale
Basis of Sale
3.1 Soul Food’s employees or agents are not authorised to make any representations concerning the Products unless confirmed by Soul Food in writing. In entering into the Agreement the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.1 Soul Food’s employees or agents are not authorised to make any representations concerning the Products unless confirmed by Soul Food in writing. In entering into the Agreement the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Terms and Conditions shall be binding unless agreed in writing and signed by an authorised representative of the Customer and a director or authorised signatory of Soul Food. Any purported oral variation or variation by conduct shall be void. For the avoidance of doubt, delivery notes, correspondence, emails from non-authorised personnel, or course of dealing shall not constitute a variation of these Terms and Conditions.
3.2 No variation to these Terms and Conditions shall be binding unless agreed in writing and signed by an authorised representative of the Customer and a director or authorised signatory of Soul Food. Any purported oral variation or variation by conduct shall be void. For the avoidance of doubt, delivery notes, correspondence, emails from non-authorised personnel, or course of dealing shall not constitute a variation of these Terms and Conditions.
3.3 No variation to these Terms and Conditions shall be binding unless agreed in writing and signed by an authorised representative of the Customer and a director or authorised signatory of Soul Food. Any purported oral variation or variation by conduct shall be void. For the avoidance of doubt, delivery notes, correspondence, emails from non-authorised personnel, or course of dealing shall not constitute a variation of these Terms and Conditions.
a) Soul Food’s written acceptance;
b) delivery of the Products; or
c) Soul Food’s invoice.
3.3 No variation to these Terms and Conditions shall be binding unless agreed in writing and signed by an authorised representative of the Customer and a director or authorised signatory of Soul Food. Any purported oral variation or variation by conduct shall be void. For the avoidance of doubt, delivery notes, correspondence, emails from non-authorised personnel, or course of dealing shall not constitute a variation of these Terms and Conditions.
a) Soul Food’s written acceptance;
b) delivery of the Products; or
c) Soul Food’s invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any marketing material, quotation, price list, acceptance of offer, invoice or other document or information issued by Soul Food shall be subject to correction without any liability on the part of Soul Food.
3.4 Any typographical, clerical or other accidental errors or omissions in any marketing material, quotation, price list, acceptance of offer, invoice or other document or information issued by Soul Food shall be subject to correction without any liability on the part of Soul Food.
4. Orders and Specifications
4. Orders and Specifications
4. Orders and Specifications
4.1 Unless otherwise agreed in writing by Soul Food, all orders must be placed and accepted using the Ordering System
4.1 Unless otherwise agreed in writing by Soul Food, all orders must be placed and accepted using the Ordering System
4.2 No order submitted by the Customer shall be deemed to be accepted by Soul Food unless and until confirmed in writing by Soul Food’s authorised representative. Soul Food reserves the right to reject any order in its absolute discretion without providing reasons. Until an order is accepted by Soul Food in accordance with this Clause 4.2, the Customer may not rely on any order as creating binding obligations on Soul Food.
4.2 No order submitted by the Customer shall be deemed to be accepted by Soul Food unless and until confirmed in writing by Soul Food’s authorised representative. Soul Food reserves the right to reject any order in its absolute discretion without providing reasons. Until an order is accepted by Soul Food in accordance with this Clause 4.2, the Customer may not rely on any order as creating binding obligations on Soul Food.
4.3 Each order, when accepted by Soul Food shall constitute a separate Agreement between the Parties.
4.3 Each order, when accepted by Soul Food shall constitute a separate Agreement between the Parties.
4.4 The specification for the Products shall be that set out in Soul Food’s marketing material current at the date of Soul Food's acceptance unless varied expressly in the Customer's order and accepted in writing by Soul Food. Any such variation must be confirmed in Soul Food's written acceptance to be binding. The Products will only be supplied in the minimum units thereof stated in Soul Food’s price list or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly.
4.4 The specification for the Products shall be that set out in Soul Food’s marketing material current at the date of Soul Food's acceptance unless varied expressly in the Customer's order and accepted in writing by Soul Food. Any such variation must be confirmed in Soul Food's written acceptance to be binding. The Products will only be supplied in the minimum units thereof stated in Soul Food’s price list or in multiples of those units. Orders received for quantities other than these will be adjusted accordingly.
4.5 Illustrations, photographs or descriptions whether in marketing material, catalogues, brochures, price lists or other documents issued by Soul Food are intended as a guide only and shall not be binding on Soul Food. The Customer acknowledges that such materials are illustrative only and that actual Products may vary in appearance, color, size, or other non-material respects from any such illustrations or photographs.
4.5 Illustrations, photographs or descriptions whether in marketing material, catalogues, brochures, price lists or other documents issued by Soul Food are intended as a guide only and shall not be binding on Soul Food. The Customer acknowledges that such materials are illustrative only and that actual Products may vary in appearance, color, size, or other non-material respects from any such illustrations or photographs.
4.6 Soul Food reserves the right to make any changes in the specification of the Products which are required to conform with any applicable food safety or other statutory or regulatory requirements, or which Soul Food reasonably considers necessary for operational, quality, or safety reasons, or, where the Products are to be supplied to the Customer’s specification, which do not materially affect their quality or performance. Soul Food shall notify the Customer of any material specification changes but shall not be liable for any consequences of such changes provided they are made in accordance with this Clause.
4.6 Soul Food reserves the right to make any changes in the specification of the Products which are required to conform with any applicable food safety or other statutory or regulatory requirements, or which Soul Food reasonably considers necessary for operational, quality, or safety reasons, or, where the Products are to be supplied to the Customer’s specification, which do not materially affect their quality or performance. Soul Food shall notify the Customer of any material specification changes but shall not be liable for any consequences of such changes provided they are made in accordance with this Clause.
4.7 No order which has been accepted by Soul Food may be cancelled by the Customer except with the agreement in writing of Soul Food on the terms that the Customer shall indemnify Soul Food 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 Soul Food as a result of such cancellation.
4.7 No order which has been accepted by Soul Food may be cancelled by the Customer except with the agreement in writing of Soul Food on the terms that the Customer shall indemnify Soul Food 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 Soul Food as a result of such cancellation.
5. Price
5. Price
5. Price
5.1 The prices of the Products shall be the prices listed on the Ordering System which is current at the date of Soul Food's acceptance of the Customer's order or such other price as may be agreed in writing by Soul Food and the Customer. Prices are subject to change without notice and the Customer acknowledges that prices on the Ordering System may be updated from time to time. Only the price confirmed in Soul Food's written acceptance or invoice shall be binding.
5.1 The prices of the Products shall be the prices listed on the Ordering System which is current at the date of Soul Food's acceptance of the Customer's order or such other price as may be agreed in writing by Soul Food and the Customer. Prices are subject to change without notice and the Customer acknowledges that prices on the Ordering System may be updated from time to time. Only the price confirmed in Soul Food's written acceptance or invoice shall be binding.
5.2 Where Soul Food has quoted a price for the Products other than in accordance with Soul Food's published price list on the Ordering System the price quoted shall be valid for 30 days only or such lesser time as Soul Food may specify.
5.2 Where Soul Food has quoted a price for the Products other than in accordance with Soul Food's published price list on the Ordering System the price quoted shall be valid for 30 days only or such lesser time as Soul Food may specify.
5.3 Soul Food reserves the right, by giving written notice to the Customer at any time before delivery, to increase the price of the Products to reflect any increase in the cost to Soul Food which is due to: (a) any change in delivery dates, quantities or specifications for the Products which are requested by the Customer; (b) any delay caused by any instructions of the Customer or failure of the Customer to give Soul Food adequate information or instructions; (c) any increase in the cost of raw materials, ingredients, packaging, labour, transport, or energy; (d) any change in applicable taxes, duties, or regulatory requirements; or (e) currency fluctuations affecting Soul Food's costs. Any such price increase shall take effect immediately upon notice to the Customer.
5.3 Soul Food reserves the right, by giving written notice to the Customer at any time before delivery, to increase the price of the Products to reflect any increase in the cost to Soul Food which is due to: (a) any change in delivery dates, quantities or specifications for the Products which are requested by the Customer; (b) any delay caused by any instructions of the Customer or failure of the Customer to give Soul Food adequate information or instructions; (c) any increase in the cost of raw materials, ingredients, packaging, labour, transport, or energy; (d) any change in applicable taxes, duties, or regulatory requirements; or (e) currency fluctuations affecting Soul Food's costs. Any such price increase shall take effect immediately upon notice to the Customer.
5.4 The price is exclusive of any applicable value added tax or other taxes or levies of a similar nature which are imposed or charged by any relevant authority in respect of the Products, which the Customer shall be additionally liable to pay to Soul Food.
5.4 The price is exclusive of any applicable value added tax or other taxes or levies of a similar nature which are imposed or charged by any relevant authority in respect of the Products, which the Customer shall be additionally liable to pay to Soul Food.
Payment
Payment
Payment
6.1 Subject to any special terms agreed in writing between the Customer and Soul Food, Soul Food shall invoice the Customer for the price of the Products on or at any time after delivery of the Products, unless the Products are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Products, in which event Soul Food shall be entitled to invoice the Customer for the price at any time after Soul Food has notified the Customer that the Products are ready for collection or (as the case may be) Soul Food has tendered delivery of the Products.
6.1 Subject to any special terms agreed in writing between the Customer and Soul Food, Soul Food shall invoice the Customer for the price of the Products on or at any time after delivery of the Products, unless the Products are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Products, in which event Soul Food shall be entitled to invoice the Customer for the price at any time after Soul Food has notified the Customer that the Products are ready for collection or (as the case may be) Soul Food has tendered delivery of the Products.
6.2 The Customer shall discharge all sums due to Soul Food by way of direct debit and any invoice that has not been discharged within 30 days of the date of the invoice shall be deemed overdue. The time for the payment of each invoice shall be of the essence of the Agreement. Payment shall be made in immediately available funds and shall not be deemed made until Soul Food has received cleared funds. Receipts for payment will be issued only upon request. The Customer shall not be entitled to withhold payment of any invoice or any part thereof by reason of any set-off, counterclaim, abatement or other deduction.
6.2 The Customer shall discharge all sums due to Soul Food by way of direct debit and any invoice that has not been discharged within 30 days of the date of the invoice shall be deemed overdue. The time for the payment of each invoice shall be of the essence of the Agreement. Payment shall be made in immediately available funds and shall not be deemed made until Soul Food has received cleared funds. Receipts for payment will be issued only upon request. The Customer shall not be entitled to withhold payment of any invoice or any part thereof by reason of any set-off, counterclaim, abatement or other deduction.
6.3 All payments shall be made to Soul Food as indicated on the form of acceptance or invoice issued by Soul Food.
6.3 All payments shall be made to Soul Food as indicated on the form of acceptance or invoice issued by Soul Food.
6.4 Soul Food is not obliged to accept orders from any customer or buyer who has not supplied Soul Food with references satisfactory to Soul Food. If at any time Soul Food is not satisfied as to the creditworthiness of the Customer, or the Customer fails to make any payment when due, or any distress, execution or other legal process is levied on any assets of the Customer, or the Customer enters into any arrangement with creditors, or any petition is presented or meeting convened for the winding up of the Customer, or a receiver or examiner is appointed over any assets of the Customer, Soul Food may by notice in writing to the Customer: (a) suspend all further deliveries without liability; (b) require that no further credit will be allowed and all future orders be on a cash-in-advance basis; and (c) declare all amounts owing by the Customer to Soul Food immediately due and payable in cash, notwithstanding any previously agreed credit terms.
6.4 Soul Food is not obliged to accept orders from any customer or buyer who has not supplied Soul Food with references satisfactory to Soul Food. If at any time Soul Food is not satisfied as to the creditworthiness of the Customer, or the Customer fails to make any payment when due, or any distress, execution or other legal process is levied on any assets of the Customer, or the Customer enters into any arrangement with creditors, or any petition is presented or meeting convened for the winding up of the Customer, or a receiver or examiner is appointed over any assets of the Customer, Soul Food may by notice in writing to the Customer: (a) suspend all further deliveries without liability; (b) require that no further credit will be allowed and all future orders be on a cash-in-advance basis; and (c) declare all amounts owing by the Customer to Soul Food immediately due and payable in cash, notwithstanding any previously agreed credit terms.
Delivery
Delivery
Delivery
7.1 Delivery of the Products shall be made by Soul Food delivering the Products to the place in Ireland specified in the Customer’s order and/or Soul Food’s acceptance as the location to which the Products are to be delivered by Soul Food or, if no place of delivery is so specified, by the Customer collecting the Products at Soul Food’s premises at any time after Soul Food has notified the Customer that the Products are ready for collection.
7.1 Delivery of the Products shall be made by Soul Food delivering the Products to the place in Ireland specified in the Customer’s order and/or Soul Food’s acceptance as the location to which the Products are to be delivered by Soul Food or, if no place of delivery is so specified, by the Customer collecting the Products at Soul Food’s premises at any time after Soul Food has notified the Customer that the Products are ready for collection.
7.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by Soul Food in writing. The Products may be delivered by Soul Food in advance of the Delivery Date upon giving reasonable notice to the Customer and the Customer shall accept such early delivery.
7.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by Soul Food in writing. The Products may be delivered by Soul Food in advance of the Delivery Date upon giving reasonable notice to the Customer and the Customer shall accept such early delivery.
7.3 Where the Products are to be delivered in instalments, each delivery shall constitute a separate agreement and failure by Soul Food to deliver any one or more of the instalments in accordance with these Terms and Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Agreement as a whole as repudiated.
7.3 Where the Products are to be delivered in instalments, each delivery shall constitute a separate agreement and failure by Soul Food to deliver any one or more of the instalments in accordance with these Terms and Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Agreement as a whole as repudiated.
7.4 If the Customer fails to take delivery of the Products or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Products to be delivered on that date, Soul Food shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Products and then notwithstanding the provisions of Clause 10.1 risk in the Products shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to Soul Food all costs and expenses including storage and insurance charges arising from such failure. Given the perishable nature of the Products, if the Customer fails to take delivery within 48 hours of the Delivery Date, Soul Food may, at its sole discretion and without further notice, dispose of the Products and charge the Customer the full Order Price plus all associated costs, and Soul Food shall have no further obligation to deliver replacement Products.
7.4 If the Customer fails to take delivery of the Products or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Products to be delivered on that date, Soul Food shall be entitled upon giving written notice to the Customer to store or arrange for the storage of the Products and then notwithstanding the provisions of Clause 10.1 risk in the Products shall pass to the Customer, delivery shall be deemed to have taken place and the Customer shall pay to Soul Food all costs and expenses including storage and insurance charges arising from such failure. Given the perishable nature of the Products, if the Customer fails to take delivery within 48 hours of the Delivery Date, Soul Food may, at its sole discretion and without further notice, dispose of the Products and charge the Customer the full Order Price plus all associated costs, and Soul Food shall have no further obligation to deliver replacement Products.
8. Non-Delivery
8. Non-Delivery
8. Non-Delivery
8.1 If Soul Food fails to deliver the Products or any part thereof on the Delivery Date other than for reasons outside Soul Food’s reasonable control or the Customer’s or its carrier’s fault:
a) if Soul Food delivers the Products at any time thereafter Food shall have no liability in respect of such late delivery; or
b) if the Customer gives written notice to Soul Food within 5 Business Days after the Delivery Date and Soul Food fails to deliver the Products within 10 Business Days after receiving such notice the Customer may cancel the order and Soul Food’s liability shall be limited to a refund of any amounts paid by the Customer for the undelivered Products. Soul Food shall have no liability for any indirect, consequential, or special damages including without limitation loss of profit, loss of business, loss of revenue, or cost of replacement products.
8.1 If Soul Food fails to deliver the Products or any part thereof on the Delivery Date other than for reasons outside Soul Food’s reasonable control or the Customer’s or its carrier’s fault:
a) if Soul Food delivers the Products at any time thereafter Food shall have no liability in respect of such late delivery; or
b) if the Customer gives written notice to Soul Food within 5 Business Days after the Delivery Date and Soul Food fails to deliver the Products within 10 Business Days after receiving such notice the Customer may cancel the order and Soul Food’s liability shall be limited to a refund of any amounts paid by the Customer for the undelivered Products. Soul Food shall have no liability for any indirect, consequential, or special damages including without limitation loss of profit, loss of business, loss of revenue, or cost of replacement products.
9. Inspection/Shortage
9. Inspection/Shortage
9. Inspection/Shortage
9.1 The Customer is under a duty whenever possible to inspect the Products on delivery or on collection as the case may be.
9.1 The Customer is under a duty whenever possible to inspect the Products on delivery or on collection as the case may be.
9.2 Where the Products cannot be examined the carrier’s note or such other note as appropriate shall be marked “not examined”.
9.2 Where the Products cannot be examined the carrier’s note or such other note as appropriate shall be marked “not examined”.
9.3 Soul Food shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the provisions of this Clause 9 are not complied with and, in any event, will be under no liability if a written complaint is not delivered to Soul Food within 24 hours of delivery detailing the alleged damage or shortage.
9.3 Soul Food shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the provisions of this Clause 9 are not complied with and, in any event, will be under no liability if a written complaint is not delivered to Soul Food within 24 hours of delivery detailing the alleged damage or shortage.
9.4 In all cases where defects or shortages are complained of Soul Food shall be under no liability in respect thereof unless an opportunity to inspect the Products is supplied to Soul Food before any use is made thereof or any alteration or modification is made thereto by the Customer.
9.4 In all cases where defects or shortages are complained of Soul Food shall be under no liability in respect thereof unless an opportunity to inspect the Products is supplied to Soul Food before any use is made thereof or any alteration or modification is made thereto by the Customer.
9.5 Subject to Clauses 9.3 and 9.4, Soul Food shall make good any shortage in the Products and where appropriate replace any Products damaged in transit as soon as it is reasonable to do so but otherwise shall be under no liability whatsoever arising from such shortage or damage.
9.5 Subject to Clauses 9.3 and 9.4, Soul Food shall make good any shortage in the Products and where appropriate replace any Products damaged in transit as soon as it is reasonable to do so but otherwise shall be under no liability whatsoever arising from such shortage or damage.
10. Risk and Retention of Title
10. Risk and Retention of Title
10. Risk and Retention of Title
10.1 Risk of damage to or loss of the Products shall pass to the Customer at:
a) in the case of Products to be delivered at Soul Food’s premises, the time when Soul Food notifies the Customer that the Products are available for collection; or
b) in the case of Products to be delivered otherwise than at Soul Food's premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Products, the time when Soul Food has tendered delivery of the Products.
10.1 Risk of damage to or loss of the Products shall pass to the Customer at:
a) in the case of Products to be delivered at Soul Food’s premises, the time when Soul Food notifies the Customer that the Products are available for collection; or
b) in the case of Products to be delivered otherwise than at Soul Food's premises, the time of delivery or, if the Customer wrongfully fails to take delivery of the Products, the time when Soul Food has tendered delivery of the Products.
10.2 Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Terms and Conditions, legal and beneficial title of the Products shall not pass to the Customer until Soul Food has received in cash or cleared funds payment in full of the price of the Products.
10.2 Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Terms and Conditions, legal and beneficial title of the Products shall not pass to the Customer until Soul Food has received in cash or cleared funds payment in full of the price of the Products.
11. Shelf Life/Storage Requirements
11. Shelf Life/Storage Requirements
11. Shelf Life/Storage Requirements
11.1 The Customer acknowledges and agrees that the Products supplied by Soul Food comprise perishable chilled food items. Soul Food warrants that, at the time of delivery, the Products shall have no less than the minimum shelf life specified in the relevant Product specification or packaging.
11.1 The Customer acknowledges and agrees that the Products supplied by Soul Food comprise perishable chilled food items. Soul Food warrants that, at the time of delivery, the Products shall have no less than the minimum shelf life specified in the relevant Product specification or packaging.
11.2 The Customer is responsible for ensuring that all Products are stored in accordance with any temperature, storage, and handling instructions provided by Soul Food, whether on packaging, labels, delivery notes, or otherwise. Failure to comply with these requirements shall render any claim in respect of spoilage, damage, or reduced shelf life void.
11.2 The Customer is responsible for ensuring that all Products are stored in accordance with any temperature, storage, and handling instructions provided by Soul Food, whether on packaging, labels, delivery notes, or otherwise. Failure to comply with these requirements shall render any claim in respect of spoilage, damage, or reduced shelf life void.
11.3 Soul Food shall have no liability for loss, deterioration, or spoilage of Products arising from: (i) failure by the Customer to store Products in accordance with specified requirements; (ii) any delay in removing Products from delivery vehicles and placing them in appropriate chilled storage; or (iii) any other act or omission of the Customer, its employees, or agents.
11.3 Soul Food shall have no liability for loss, deterioration, or spoilage of Products arising from: (i) failure by the Customer to store Products in accordance with specified requirements; (ii) any delay in removing Products from delivery vehicles and placing them in appropriate chilled storage; or (iii) any other act or omission of the Customer, its employees, or agents.
11.4 The Customer shall indemnify Soul Food against any claims, losses, or damage arising as a result of the Customer’s failure to comply with the storage and handling requirements for the Products.
11.4 The Customer shall indemnify Soul Food against any claims, losses, or damage arising as a result of the Customer’s failure to comply with the storage and handling requirements for the Products.
12. Defective Products
12. Defective Products
12. Defective Products
12.1 If on delivery any of the Products are defective in any material respect and either the Customer lawfully refuses delivery of the defective Products or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to Soul Food within 24 hours of such delivery, Soul Food shall at its option:
a) replace the defective Products within 10 Business Days of receiving the Customer’s notice; or
b) refund to the Customer the price for those Products (or parts thereof, as appropriate) which are defective; but Soul Food shall have no further liability to the Customer in respect thereof and the Customer may not reject the Products if delivery is not refused or notice give by the Customer as set out above.
12.1 If on delivery any of the Products are defective in any material respect and either the Customer lawfully refuses delivery of the defective Products or, if they are signed for on delivery as “condition and contents unknown” the Customer gives written notice of such defect to Soul Food within 24 hours of such delivery, Soul Food shall at its option:
a) replace the defective Products within 10 Business Days of receiving the Customer’s notice; or
b) refund to the Customer the price for those Products (or parts thereof, as appropriate) which are defective; but Soul Food shall have no further liability to the Customer in respect thereof and the Customer may not reject the Products if delivery is not refused or notice give by the Customer as set out above.
12.2 No Products may be returned to Soul Food without the prior agreement in writing of Soul Food. Subject thereto any Products returned which Soul Food is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at Soul Food’s sole discretion Soul Food shall refund or credit to the Customer the price of such defective Products but Soul Food shall have no further liability to the Customer.
12.2 No Products may be returned to Soul Food without the prior agreement in writing of Soul Food. Subject thereto any Products returned which Soul Food is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at Soul Food’s sole discretion Soul Food shall refund or credit to the Customer the price of such defective Products but Soul Food shall have no further liability to the Customer.
12.3 Soul Food shall be under no liability in respect of any defect arising from any wilful damage of the Products by the Customer, or any failure to follow Soul Food’s instructions (whether given orally or in writing), or any misuse or alteration of the Products without Soul Food’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
12.3 Soul Food shall be under no liability in respect of any defect arising from any wilful damage of the Products by the Customer, or any failure to follow Soul Food’s instructions (whether given orally or in writing), or any misuse or alteration of the Products without Soul Food’s prior approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
12.4 Except in respect of death or personal injury caused by Soul Food’s negligence, or as expressly provided in these Terms and Conditions, Soul Food shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Agreement, for any direct or consequential loss or damage sustained by the Customer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Soul Food, its servants or agents or otherwise) which arise out of or in connection with the supply of the Products or their use or resale by the Customer.
12.4 Except in respect of death or personal injury caused by Soul Food’s negligence, or as expressly provided in these Terms and Conditions, Soul Food shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Agreement, for any direct or consequential loss or damage sustained by the Customer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Soul Food, its servants or agents or otherwise) which arise out of or in connection with the supply of the Products or their use or resale by the Customer.
12.5 The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Products are contained in the packaging or labelling of the Products, any use or sale of the Products by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Products by the Customer is carried out in accordance with directions given by Soul Food or any competent governmental or regulatory authority and the Customer will indemnify Soul Food against any liability loss or damage which Soul Food might suffer as a result of the Customer’s failure to comply with this condition.
12.5 The Customer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Products are contained in the packaging or labelling of the Products, any use or sale of the Products by the Customer is in compliance with all applicable statutory requirements and that handling and sale of the Products by the Customer is carried out in accordance with directions given by Soul Food or any competent governmental or regulatory authority and the Customer will indemnify Soul Food against any liability loss or damage which Soul Food might suffer as a result of the Customer’s failure to comply with this condition.
13. Customer's Default
13. Customer's Default
13. Customer's Default
13.1 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Soul Food, Soul Food shall be entitled to:
a) cancel the order or suspend any further deliveries to the Customer;
b) appropriate any payment made by the Customer to such of the Products (or the Products supplied under any other agreement between the Customer and Soul Food) as Soul Food may think fit (notwithstanding any purported appropriation by the Customer); and
c) charge the Customer interest on the overdue amount from the day following the due date until payment is made in full. Interest shall be calculated at a rate equal to the European Central Bank main refinancing rate, as published by the Central Bank of Ireland, plus eight (8) percentage points per annum, pursuant to the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (as amended).
13.1 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Soul Food, Soul Food shall be entitled to:
a) cancel the order or suspend any further deliveries to the Customer;
b) appropriate any payment made by the Customer to such of the Products (or the Products supplied under any other agreement between the Customer and Soul Food) as Soul Food may think fit (notwithstanding any purported appropriation by the Customer); and
c) charge the Customer interest on the overdue amount from the day following the due date until payment is made in full. Interest shall be calculated at a rate equal to the European Central Bank main refinancing rate, as published by the Central Bank of Ireland, plus eight (8) percentage points per annum, pursuant to the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (as amended).
14. Limitation of Liability
14. Limitation of Liability
14. Limitation of Liability
14.1 The following provisions set out the entire financial liability of Soul Food (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
a) any breach of these conditions;
b) any use made (including but not limited to modifications) or resale by the Customer of any of the Products, or of any product incorporating any of the Products; and
c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.
14.1 The following provisions set out the entire financial liability of Soul Food (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
a) any breach of these conditions;
b) any use made (including but not limited to modifications) or resale by the Customer of any of the Products, or of any product incorporating any of the Products; and
c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.
14.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement, save for those warranties and conditions that cannot be lawfully excluded under the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980. Except as expressly stated, Soul Food gives no warranty as to the fitness of the products for any particular purpose beyond those implied warranties that are mandatory under Irish law.
14.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement, save for those warranties and conditions that cannot be lawfully excluded under the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980. Except as expressly stated, Soul Food gives no warranty as to the fitness of the products for any particular purpose beyond those implied warranties that are mandatory under Irish law.
14.3 Nothing in these Terms and Conditions excludes or limits the liability of Soul Food:
a) for death or personal injury caused by Soul Food’s negligence;
b) for any matter which it would be illegal for Soul Food to exclude or attempt to exclude its liability; or
c) for fraud or fraudulent misrepresentation.
14.3 Nothing in these Terms and Conditions excludes or limits the liability of Soul Food:
a) for death or personal injury caused by Soul Food’s negligence;
b) for any matter which it would be illegal for Soul Food to exclude or attempt to exclude its liability; or
c) for fraud or fraudulent misrepresentation.
14.4 Subject to Clauses 14.2 and 14.3:
a) Soul Food’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the sums paid by the Customer to Soul Food in the six (6) months preceding the event giving rise to the claim, or €1,000, whichever is greater. For the avoidance of doubt, where multiple claims arise from the same event, series of connected events, or the same defect or failure, all such claims shall be treated as a single claim subject to one limit of liability; and
b) Soul Food shall not be liable to the Customer for any indirect or consequential losses including, but not limited to, pure economic loss, loss of profit, loss of business, depletion of goodwill, loss of anticipated savings, loss of data, or loss of opportunity, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Agreement.
14.4 Subject to Clauses 14.2 and 14.3:
a) Soul Food’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the sums paid by the Customer to Soul Food in the six (6) months preceding the event giving rise to the claim, or €1,000, whichever is greater. For the avoidance of doubt, where multiple claims arise from the same event, series of connected events, or the same defect or failure, all such claims shall be treated as a single claim subject to one limit of liability; and
b) Soul Food shall not be liable to the Customer for any indirect or consequential losses including, but not limited to, pure economic loss, loss of profit, loss of business, depletion of goodwill, loss of anticipated savings, loss of data, or loss of opportunity, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Agreement.
15. Confidentiality, Publications and Endorsements
15. Confidentiality, Publications and Endorsements
15.1 The Customer will regard as confidential the Agreement and all information obtained by the Customer relating to the business and/or products of Soul Food and will not use or disclose to any third party such information without Soul Food's prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Customer's default;
15.1 The Customer will regard as confidential the Agreement and all information obtained by the Customer relating to the business and/or products of Soul Food and will not use or disclose to any third party such information without Soul Food's prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Customer's default;
15.2 The Customer will not use, authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which Soul Food is licensed to use or which is owned by Soul Food upon any premises, note paper, visiting cards, advertisement or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by Soul Food and (where appropriate) its licensor;
15.2 The Customer will not use, authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which Soul Food is licensed to use or which is owned by Soul Food upon any premises, note paper, visiting cards, advertisement or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by Soul Food and (where appropriate) its licensor;
15.3 The Customer will ensure compliance with this Clause 15 by its employees, officers, directors, servants, agents, contractors, and subcontractors, and shall be fully liable for any breach of this Clause 15 by any such persons as if the breach had been committed by the Customer itself.
15.3 The Customer will ensure compliance with this Clause 15 by its employees, officers, directors, servants, agents, contractors, and subcontractors, and shall be fully liable for any breach of this Clause 15 by any such persons as if the breach had been committed by the Customer itself.
15.4 The provisions of this Clause 15 shall survive the termination of the Agreement for a period of five (5) years from the date of termination, or for so long as the information remains confidential, whichever is longer.
15.4 The provisions of this Clause 15 shall survive the termination of the Agreement for a period of five (5) years from the date of termination, or for so long as the information remains confidential, whichever is longer.
Communications
Communications
16.1 All notices under these Terms and Conditions and under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
16.1 All notices under these Terms and Conditions and under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
16.2 Notices shall be deemed to have been duly given:
a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
b) on the next business day after sending, if transmitted by e-mail to the address designated by the receiving Party for notices, provided a successful transmission report is generated and no delivery failure notification is received; or
c) on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
d) on the tenth business day following mailing, if mailed by airmail, postage prepaid.
16.2 Notices shall be deemed to have been duly given:
a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
b) on the next business day after sending, if transmitted by e-mail to the address designated by the receiving Party for notices, provided a successful transmission report is generated and no delivery failure notification is received; or
c) on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
d) on the tenth business day following mailing, if mailed by airmail, postage prepaid.
16.3 All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
16.3 All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
17. Intellectual Property
17. Intellectual Property
All intellectual property rights in or arising out of or in connection with the Products, including but not limited to recipes, packaging, branding, trademarks, and all related materials, shall remain the exclusive property of Soul Food or its licensors. The Customer shall not reverse engineer, copy, or otherwise use any such intellectual property except as strictly necessary for the use or resale of the Products as permitted by this Agreement.
All intellectual property rights in or arising out of or in connection with the Products, including but not limited to recipes, packaging, branding, trademarks, and all related materials, shall remain the exclusive property of Soul Food or its licensors. The Customer shall not reverse engineer, copy, or otherwise use any such intellectual property except as strictly necessary for the use or resale of the Products as permitted by this Agreement.
18. Data Protection
18. Data Protection
Each Party shall comply with its respective obligations under applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (GDPR). Where Soul Food processes any personal data on behalf of the Customer, such processing shall be subject to Soul Food’s data processing and privacy policies, as amended from time to time.
Each Party shall comply with its respective obligations under applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (GDPR). Where Soul Food processes any personal data on behalf of the Customer, such processing shall be subject to Soul Food’s data processing and privacy policies, as amended from time to time.
19. Force Majeure
19. Force Majeure
Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: pandemic, power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: pandemic, power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
20. Waiver
20. Waiver
The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Agreement shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Agreement shall constitute a waiver of the right to subsequently enforce that provision or any other provision. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
21. Assignment
21. Assignment
21.1 Soul Food may assign the Agreement or any part of it to any person, firm or company without the prior written consent of the Customer.
21.1 Soul Food may assign the Agreement or any part of it to any person, firm or company without the prior written consent of the Customer.
21.2 The Customer shall not be entitled to assign the Agreement or any part of it without the prior written consent of Soul Food.
21.2 The Customer shall not be entitled to assign the Agreement or any part of it without the prior written consent of Soul Food.
Severance
Severance
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Agreement are found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Agreement). The remainder of these and the Agreement shall be valid and enforceable.
The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Agreement are found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Agreement). The remainder of these and the Agreement shall be valid and enforceable.
23. Law and Jurisdiction
23. Law and Jurisdiction
23.1 These Terms and Conditions and the Agreement (including any non- contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of Ireland.
23.1 These Terms and Conditions and the Agreement (including any non- contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of Ireland.
23.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Agreement (including any non- contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of Ireland.
23.2 Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Agreement (including any non- contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of Ireland.