These terms and conditions (“Terms”) are the Terms that apply to the supply of Goods and provision of Services by Blank Group Ltd company registration number 10325338 whose registered office is at Oystermouth House, Bailey Court, Europa Way, Swansea, Wales, SA5 4DE (“Blank”, “We”, “Us”, “Our”, “Ours”)
In these Conditions these definitions shall apply:
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Confidential Information: any and all information and data of a confidential or proprietary nature in whatever form and on whatever media (whether written, oral, visual, electronic, magnetic or other media) which includes: commercial, financial, business, customer, supplier, marketing, third party, technical or other information (including, inventions, ideas, designs, formulae, strategies, software, know-how and trade secrets); the fact that discussions are taking place concerning this Agreement; any information that is identified as being of a confidential or proprietary nature; any information which at the time of disclosure is or should be regarded as confidential or proprietary having regard to the nature of the information and the circumstances of the disclosure; and any information, findings, data or analysis derived from the afore-mentioned. For the avoidance of doubt this shall include any of Our Customers’ confidential information.
Control: as defined in section 1124 of the Corporation Tax Act 2010.
Customer/You/Your/Yours: the person, business, company or organisation to whom We agree to supply the Goods and/or Services.
Data Protection Legislation: the UK General Data Protection Regulation as amended or updated from time to time, and any successor legislation to the UK GDPR or the Data Protection Act 2018 and all other applicable statutes, directives, or regulations which may supplement, amend, or replace the same and relate to data privacy
Deliverables: any documents, products and materials created or developed by Us or on Our behalf as part of or in connection with the provision of the Services.
Delivery Date: shall be the date set out in the Order Acknowledgement.
Delivery Location: the address or addresses for delivery of the Goods or provision of Services as set out in the Order Acknowledgement or such other address as agreed by Us.
Force Majeure Event: shall mean an event beyond Our reasonable control including strikes, lock-outs, other industrial disputes (whether involving the Our workforce or that of any other party), failure of a utility service or transport network, act of God, epidemic or pandemic, accident, war, riot, civil commotion, act of terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, transport delays, explosion, storm, difficulty obtaining supplies or default of suppliers or subcontractors.
Goods: the goods and related accessories, spare parts and documentation and other physical material set out in the Order Acknowledgement.
Goods Specification: any specification for the Goods agreed in writing by Us.
Insolvency Event means if You go into liquidation or a winding up petition is presented in respect of You (other than for the purpose of a solvent bona fide reconstruction) and such petition is not discharged within 7 days of its presentation or an order is made for the appointment of an administrator or documents are filed for the appointment of an administrator or notice of intention to appoint an administrator is given by You, Your directors or a qualifying floating charge holder, or a receiver or administrative receiver is appointed over the whole or any part of the assets of Your business or You propose to enter or make any arrangement or composition with Your creditors or make an application to a court for the protection of your creditors in any way, are otherwise unable to pay Your debts (within the meaning of any relevant insolvency law) or is the subject of any similar event in any jurisdiction.
Intellectual Property Rights: patents, copyright, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, know-how and trade secrets and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Mandatory Policies: Our policies and codes of conduct relating to such things as anti-bribery, modern slavery, ethics, corporate and social responsibility as notified by Us to You from time to time.
Order: shall mean Your purchase order.
Order Acknowledgement: shall mean the email that we send you acknowledging Your Order and incorporating these terms and conditions.
Payment Terms: shall mean the payment terms agreed by the parties and if no such terms are agreed, then goods are supplied on a proforma basis.
Person: includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
Price: shall be the price specified in the Order Acknowledgement.
Quotation: shall mean the written quotation that We supply to You detailing the price of the Goods or Services.
Services: the services, including any Deliverables, set out in the Order and accepted by Us in Our Order Acknowledgement.
Services Commencement Date: shall be the date set out in the Order and accepted by Us in Our Order Acknowledgement.
Term: has the meaning set out in the Order Acknowledgement.
1.1 Clause and Schedule headings will not affect the interpretation of this Agreement.
1.2 Unless the context otherwise requires, words in the singular include the plural and, in the plural, include the singular.
1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.4 Any words following the terms including, include, in particular, for example or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms
2.1 Orders for Goods and/or Services placed with Us may be placed in writing, by telephone or by email, or via website, but in all cases will be subject to Our written acceptance. The contract between You and Us will become legally binding only when We have sent You an Order Acknowledgement. All accepted orders will be deemed to incorporate these terms and conditions and will form the “Contract” with You.
2.2 The Contract overrides any other previous statements, promises, representations and undertakings given or made by Us in relation to the subject matter of the Contract which are not set out in the Contract including brochures, specifications and advertising and the Contract excludes all such items and all other terms not set out in the Contract, including those implied by trade and/or custom and practice (and You acknowledge and agree that You have not relied on the same).
2.3 Quotations provided by Us (whether written or oral) do not constitute offers and are subject to withdrawal without notice and will automatically lapse 30 days after the date of the quotation unless otherwise We agree otherwise. Any quotations involving USB products will be valid for 5 working days from the date of the quotation and will be subject to final confirmation at the time of ordering.
2.4 We reserve the right to decline any Order from You upon sight of any copy and/or artwork if, in our sole opinion, this does not comply with our Company’s ethos and values.
2.5 In the event of any supply chain issues, including shortages or problems encountered with supply, We may replace the Goods with a product of similar style, quality and price.
2.6 We reserve the right to make changes to the Goods and/or Services so that We may comply with any applicable law or safety requirements, or which do not materially affect the nature or quality of the Goods and/or Services.
3.1 The price for the Goods and/or Services will be as specified on the written Quotation that We give You. Unless otherwise itemised on the Order Acknowledgment (in which case delivery shall be payable as itemised), the price quoted includes delivery to one UK mainland address. VAT will be charged in addition at the rate applying at the time of delivery of the Goods and/or performance of the Services.
3.2 Where You require delivery to more than one address or to any location outside of the UK mainland this will incur additional delivery charges.
3.3 The price excludes all other taxes which may be applicable, and You shall pay any such tax in addition to the price.
4.1 Where We supply Goods or Services in accordance with Your specification, drawings, instruction or design outputs (“Specification“). You shall ensure that the Specification is in writing, is accurate and is provided in good time order to Us to fulfil Our contractual obligations to You.
4.2 Without prejudice to Your obligations and liability under clause 4.1, where We provide any design in relation to the Goods or Services you must check and confirm that your instructions have been interpreted correctly and, in such instances, We may request that you sign and return a copy of the Specification to confirm that you have ensured that the agreed design meets your Specification or requirements. You acknowledge and agree that no further Services will be provided, and no Goods delivered in accordance with your Order until We have received the returned signed copy of the Specification. We shall have no liability for errors in any Specification or details supplied and/ or approved by You.
4.3 Where Goods supplied to You are food products, You shall ensure that the Goods are suitable for You and for any of Your customers and/or end users and We shall not be liable in the event that the Goods are not suitable due to any food allergies and/or intolerances that You, Your Customer or end users may have.
5.1 The Intellectual Property Rights in any materials, Software and/or equipment, in whatever form, existing prior to the entering into of a Contract, or developed solely by one party entirely independently and unrelated to the Contract, shall be owned by the developing party.
5.2 The Intellectual Property Rights in any materials, Software and/or equipment, including drawings, designs, specifications or data, developed or produced by Us in pursuance of a Contract shall remain vested in Us unless specifically agreed otherwise in writing at the time of entering into the Contract.
6.1 We may suspend or cancel the Contractor any part of it, by written notice if:
6.1.1 You fail to pay Us any money when due (under the Contract or otherwise);
6.1.2 You suffer an Insolvency Event.
6.2 Subject to clause 8.2, You may only cancel the Contract or any part of it if We agree in writing and, in such circumstances, you shall pay to Us the sums due for costs incurred up to cancellation, including:
6.2.1 any material, processing and manufacturing costs incurred by Us up to the date of termination;
6.2.2 the price of any specialist non-stock Goods or bespoke Goods that We have obtained, adapted or modified for You;
6.2.3 costs of failed delivery attempts; and
6.2.4 any other costs related to the Contract which We have incurred which are notified by Us to You.
7.1 We may, at Our sole discretion, accept the return of Goods from You:
7.1.1 if We have expressly agreed to do so in writing;
7.1.2 if the Goods are a standard stock item when You request the return;
7.1.3 on payment of Our re-stocking charges; and
7.1.4 in all cases, where the Goods are as fit for sale on their return as they were on delivery.
This clause 7 does not affect any legal rights that You might have under this Contract or otherwise and is not intended to replace such rights.
8.1 We shall use Our reasonable endeavours to meet any performance dates and times specified in the Contract but any such dates and times including all delivery times are estimates only and time shall not be of the essence for delivery of Goods and/or performance of the Services.
8.2 If You accept delivery of the Goods or performance of the Services after any estimated delivery or performance time given by Us, delivery or performance will be deemed to have been in accordance with the Contract.
8.3 We may deliver the Goods in instalments. Each instalment is to be treated as a separate contract.
8.4 If delivery does not take place because you are at fault or for reasons beyond Our control, We may charge You for any wasted time and costs incurred by Us in respect of the failed delivery and We may store and insure the Goods at Your expense. We will use reasonable endeavours to attempt to deliver the Goods, but We have the right to sell them after a period of 14 days has passed since the original delivery attempt. We may recover from the proceeds of such sale, Our costs of storage and insurance, Our costs of attempting to deliver the Goods together with the unpaid balance of the sale price of those Goods as at the day of failed delivery. In the event that the sale proceeds are insufficient to cover the costs and sale price, We may invoice You for the shortfall.
8.5 Neither We nor Our carriers shall be responsible for unloading the Goods at Your premises.
8.6 We may decline to deliver the Goods if We or Our carrier believe, that it would be unsafe, unlawful or unreasonably difficult to do so or the premises, or the access to them, are unsuitable for the delivery vehicle. Any unforeseen additional costs resulting from any requirement to make repeated or abortive delivery attempts as a result of delivery issues may be invoiced separately and must be paid for by You in accordance with clause 9.
8.7 Delivery will be deemed to have taken place either at Our premises when you collect the Goods or at the agreed delivery address, when You have unloaded the Goods or at the place where We supply the Services.
8.8 We will give You notice of the planned delivery date of the Goods and Services. If you cancel the delivery or request an alternative delivery date less than 24 hours in advance, We shall be entitled to charge You for any cost incurred in rearranging the delivery.
8.9 Where We deliver directly to Your Customers or end users, We will make one attempt to deliver the Goods to the location that You request. We do not accept any responsibility for incorrect delivery addresses that You give to Us of for the Customer or end user not accepting delivery. If You require Us to make any further attempts to deliver the Goods We may agree to do so at an additional cost.
8.10 Where You have purchased Goods from Us and We retain these on a Call Off basis, We accept no responsibility for Goods that are food products being past their shelf life. It is Your responsibility to ensure that you call off those Goods purchased from Us within a suitable time period so that those Goods are still within their best before date and We accept no liability in respect of this.
9.1 Subject to clause 9.2 & 9.3, You shall pay Us the price quoted for the Goods and/or Services (as applicable) in accordance with Our Proforma invoice, in cleared funds, at the time of Order . If you fail to do so, We may decline to deliver the Goods and/or perform the Services.
9.2 We shall be permitted to request that a deposit be paid, in advance of the supply of any Goods and/or provision of Services and may at any time during the performance of the contract request that payment be made by instalments.
9.3 We may allow You to have an approved credit account with Us and this will be on such terms as We specify. The credit account terms ,unless we agree otherwise, shall require You to pay the price quoted by the method agreed by Us no later than nett 30 days from the date of Invoice, unless We agree otherwise. Some of the Goods supplied by Us may require proforma or stage payments and We would not be covered by Our credit facilities. We will notify You of this at the time You place Your Order with Us.
9.4 We may in Our absolute discretion, decline any application for a credit account and We are not obliged to give any reason for such decision.
9.5 In the event that We agree credit terms with you, We may, in Our absolute discretion, and without liability to You, at any time and without notice:
9.5.1 withdraw Your credit account;
9.5.2 reduce your credit limit or
9.5.3 bring forward Your due date for payment.
9.6 By placing an order with Us or applying for a credit account, You:
9.6.1 consent to Us carrying out such credit referencing and other due diligence as We consider appropriate on an ongoing basis; and
9.6.2 agree that You shall, at Our request, provide all information reasonably requested by Us in relation to Your creditworthiness.
9.7 If you fail to pay Us in full in accordance with clause 9.1,9.2 or 9.3 (as applicable):
9.7.1 We may suspend or cancel future deliveries of Goods and/or provision of Services under any Contract;
9.7.2 We may cancel any discount offered to You; and
9.7.3 You shall pay Us interest, both before and after any judgment, on the amount unpaid at the rate of 4 per cent per annum above Lloyds Bank plc base rate from time to time, from the due date until payment in full, a part of a month being treated as a full month for the purpose of calculating interest.
10.1 Where We provide Goods title to the Goods shall pass to You when We have received all amounts due to Us from You which are outstanding.
10.2 The Goods are at Your risk from the time of delivery in accordance with clause 8.
10.3 Until the date on which title to the Goods passes to You in accordance with clause 10.1, all Goods shall remain Our property and:
10.3.1 You shall store them at Your own cost separately from all other Goods so that they are clearly identifiable as Our property; and
10.3.2 You shall insure them and keep them insured for the full amount due to Us and if the Goods are destroyed by an insured risk, hold the insurance proceeds, separately from all other monies, on trust for Us.
10.4 If, at any time before title to the Goods has passed to You, You tell Us, or We reasonably believe, that You become subject to any of the events specified in clause 6.1.2 and the Goods remain in Your possession or control We may (without limiting any of Our other rights and remedies) enter any premises where the Goods are stored and repossess them.
11.1 By entering into a Contract you agree that We may utilise third party suppliers and contractors in carrying out Services under that Contract.
12.1 Subject to clauses 4.4, clauses 12.2 to 12.6 and clauses 12.8 to 12.10, We warrant that:
12.1.1 the Goods and Services will conform to the Specification; and
12.1.2 Services will be provided with reasonable care and skill.
12.2 Save as set out in clause 12.1 We give no other warranties and We exclude, to the fullest extent permitted by law, all warranties, terms and conditions that would otherwise be implied into the Contract, including all warranties implied by law, custom and practice and course of dealing as to the quality of Goods and/or Services and their fitness for purpose.
12.3 You are responsible for ensuring, that:
12.3.1 the Specification is complete, accurate and fit for Your purposes;
12.3.2 the Services provided are suitable for Your purposes;
12.3.3 any Goods that are provided are suitable for Your purposes and those of Your Customer or end users.
12.4 Subject to clause 12.10 We shall not be liable, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise for any defect in the Goods or the Services which:
12.4.1 is caused by a breach of any of the warranties given at clause12.3; or
12.4.2 are produced to the Specification.
12.5 You shall inspect the Goods on delivery. If any Goods are defective on delivery (or only partially delivered) You must mark the advice note accordingly and You:
12.5.1 shall inform Us (in writing), with full details, before their use or resale and in any event within 48 hours of delivery;
12.5.2 shall allow Us and any carrier to investigate the alleged defect or non-delivery; and
12.6 If, following Our investigations, the Goods have not been delivered or any Goods or Services delivered are found not to be in accordance with clause 12.1, and You have complied in full with clauses 8.7, 12.5 and/or 12.6 (as applicable), We shall, at its sole option replace or repair the Goods, re-perform the Services or refund the price of the finished Goods.
12.7 Subject to clause 12.10, We shall not be liable to you or to any person claiming through you, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise for any indirect or consequential loss, financial loss, loss of profits, loss of business revenue, loss of contracts, loss of goodwill, or loss of use arising from the Contract, any collateral contract, the supply of Goods or their use or the provision of Services.
12.8 Subject to clause 12.9, Our liability to You for all other losses arising under or in connection with the Contract or any collateral contract, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise shall be limited to the price of the Goods or Services (as applicable).
12.9 Nothing in the Contract restricts or limits Our or Your liability for death or personal injury resulting from negligence, for fraud or for any other liability which may not be excluded or restricted by law.
12.10 You shall indemnify and keep Us indemnified in full and on demand from all costs, proceedings, actions, claims or demands, liabilities, losses, damages and obligations which We may incur or for which We may be liable (including legal costs and expenses) arising out of or in connection with the Specification infringing or being alleged to infringe third party Intellectual Property Rights.
13.1 Any waiver of a part of the Contract is binding only if it is made (or recorded by Us) in writing and expressly states an intention to waive a part of these Conditions. Such a waiver shall not be deemed to be a waiver of any subsequent breach or default.
13.2 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.
13.3 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 Us and you.
13.4 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
13.5 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.
13.6 If We are unable to perform Our obligation to You under the Contract or any other contract between Us and You because of a Force Majeure Event We may, without liability to You, cancel or suspend any of Our obligations to You on notice.
13.8 If any provision of this Contract (or part of any provision) is held by any competent authority to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Contract, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
13.9 Any notice given in respect of this Contract shall be deemed to have been given if delivered personally (including by courier) to either party at their respective addresses indicated on the order, or at such other address as may be notified by either party from time to time in writing, at the time of delivery or if sent by prepaid, recorded delivery, or first class post in the UK, 2 Business Days after posting or if outside the UK 7 Business Days after posting.
13.10 A person who is not a party to this Contract may not enforce any of its terms under this Agreement (Rights of Third Parties) Act 1999.
13.11 We may at any time assign, transfer, charge, subcontractor 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 Our obligations under the contract to any third party.
13.12 You shall not, without Our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of Your rights or obligations under the Contract.
13.13 The 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 non-exclusive jurisdiction of the courts of England and Wales.