Padstow Blends Terms and Conditions

Terms and Conditions of Sale/Purchase of Goods and of Website Usage

  1. Definitions

1a. ‘Account’ refers to a Buyer’s Trade Account with the Seller, which enables the Buyer to buy the Goods from the Seller online via the Seller’s Website, or offline via email or post at the Seller’s discretion.

1b ‘Buyer’ means the individual or organisation that buys, or agrees to buy, the Goods from the Seller, or who opens a Trade Account with the Seller.

1c. ‘Consumer’ means the end consumer of the Goods.

1d. ‘Agreement’ refers to the contract, between the Seller and the Buyer, for the sale and purchase of Goods, incorporating these Terms and Conditions.

1e. ‘Goods’ means the blended flavouring concentrates and flavoured eliquid base supplied by the Seller, that the Buyer agrees to buy from the Seller.

1f. ‘Seller’, ‘we’, ‘us and ‘our’ means Padstow Blends Ltd, 2 Trevean Lane, St Merryn, Padstow, Cornwall, PL28 8PR, UK. Company Reg No: 09307275. VAT Reg No: 213 8387 08. Email address: hello@padstowblends.com.

1g. ‘Website’ means www.padstowblends.com.

1h. ‘Terms and Conditions’ means the terms and conditions of sale set out in this Agreement.

  1. Conditions

2a. These Terms and Conditions shall not affect the Buyer’s statutory rights.

2b. These Terms and Conditions shall apply to all sales of Goods by the Seller to the Buyer and shall prevail over any other documentation or communication from the Buyer.

2c. Payment for the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions.

2d. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable, unless agreed in writing by the Seller. Any complaints should be addressed to the Seller’s address.

  1. Website

3a. The content of the Website is for information only. It is subject to change without notice.

3b. The Seller shall publish a full and up-to-date Privacy Policy on the Website, detailing the acquisition and use of any information gathered about the Buyer, Consumer or Website user.

3c. The Seller will endeavour to ensure that the Website is accurate, up-to-date, secure, available and operational. The Buyer, Consumer or Website user acknowledges that this is not a requirement and that, from time to time, the Website may not be operational, accessible or available, either fully or partially. The Seller reserves the right to modify, suspend or permanently discontinue the Website, at any time, without notice.

3d. The Seller does not provide any warranty or guarantee as to the accuracy, safety, timeliness, performance, completeness or suitability of the information and materials found or offered on the Website for any particular purpose. The Buyer, Consumer or Website user acknowledges that such information and materials may contain inaccuracies or errors. The Seller expressly excludes liability for any such inaccuracies or errors.

3e. The Buyer, Consumer, or Website user’s use of any information, advice or materials on the Website is entirely at their own risk, for which the Seller shall not be liable. It shall be the Buyer, Consumer or Website user’s own responsibility to ensure that any products, services or information available through the Website meets their specific requirements.

3f. The Website contains material which is owned by, or licensed to, the Seller or which forms part of the Sellers brand identity. This material includes, but is not limited to, elements of the design, layout, look, appearance and graphics, as well as the copy and slogans. Reproduction without written prior consent is prohibited.

3g. Unauthorised use of the Website may give rise to a claim for damages and/or be a criminal offence.

3h. From time to time, the Website may include links to other websites. These links are provided for convenience and further information. They do not signify that the Seller endorses the website(s). The Seller has no responsibility for the content of the linked website(s).

  1. Pricing

4a. The Seller reserves the right to change the pricing of the Goods at its sole discretion, at any time, but the Seller will notify the Buyer of any changes to the price, prior to the Buyer ordering Goods.

4b. The price of the Goods shall be that which is stipulated on the website, or on the Order Confirmation / Pro Forma Invoice (or Invoice) raised by the Seller on receipt of an order for the Goods from the Buyer.

4c. Any additional costs, such as delivery charges, will also be detailed on the website at the point of check-out, or on the Order Confirmation / Pro Forma Invoice (or Invoice).

4d. The Buyer is required to pay the Seller the total amount detailed at the point of check-out, or on the Order Confirmation / Pro Forma Invoice (or Invoice).

4e. The Price of Goods is subject to the addition of VAT at the applicable current rate chargeable in the UK at the time of purchase, which will be detailed on the Order Confirmation / Pro Forma Invoice (or Invoice).

  1. Availability

5a. The Seller reserves the right, at any time, to modify, suspend or permanently discontinue any Goods, at any time, without notice.

5b. Where the Goods ordered by the Buyer are not available from stock, the Buyer shall be notified and given the choice to wait until the Goods are available, or cancel the order and receive a full refund of any monies paid, within 14 days.

  1. Eligibility of Order

6a. Goods can only be ordered and brought from the Seller by persons over the age of 18 years of age, purchasing on behalf of a company, business or similar organisation.

6b. If the Seller discovers that the Buyer is not legally or otherwise entitled to order the Goods, the Seller shall be entitled to cancel the order immediately, without notice.

6c. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods, pursuant to these Terms and Conditions, and are subject to acceptance by the Seller. The Seller may choose not to accept an order for any reason.

  1. Order, Payment and Cancellation Process

7a. To place an order via the Website, the Buyer must have a valid pre-authorised online Trade Account with the Seller. Buyers with an online Trade Account can order Goods from the website, subject to their acceptance of these Terms and Conditions. On receipt of the online order, the website will automatically generate and email an Order Confirmation for the buyers review and will also issue and email an Invoice for the Buyer’s payment by BACS into the Seller’s bank account. The Buyer can cancel or amend the order at any time PRIOR to payment.

7b. On receipt of offline orders, the Seller shall email the Buyer an Order Confirmation / Pro Forma Invoice. The Buyer will be given the option to continue with the order, cancel or amend the order PRIOR to payment.

7c. Payment of any Order Confirmation / Pro Forma Invoice (or Invoice) by the Buyer shall be deemed as acceptance of these Terms and Conditions, and of the details on the Order Confirmation / Pro Forma Invoice (or Invoice). Payment will initiate the production and / or picking / packing of the Goods by the Seller to meet the Buyer’s order so the Buyer accepts that the order can no longer be cancelled or amended at this stage.  

7d. When the order has been fulfilled, the Seller will notify the Buyer that the Goods have been despatched. 

7e. The Seller may cancel a Buyer’s order or Trade Account if it discovers that that the Buyer is not over the age of 18 years, not acting on behalf of a business, is acting unlawfully, or if the Buyer delays an order delivery or owes the Seller outstanding monies for a period of more than for 14 days.

  1. Delivery

8a. All Goods are subject to a delivery charge, which will be detailed on the Order Confirmation / Pro Forma Invoice (or Invoice).

8b. Title and risk in the Goods shall pass to the Buyer upon receipt of delivery of the Goods.

8c. Orders are delivered by Royal Mail / Parcelforce delivery, DPD, or equivalent courier services.

8d. Orders will usually be shipped within three to seven working days of receipt of payment from the Buyer, unless otherwise advised by the Seller. In the event of a despatch delay, the Seller will give the Buyer the option to cancel the order, if the delay is unacceptable to the Buyer.

8e. The Seller shall use reasonable endeavours to meet the estimated delivery date. However, the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any third party arising directly or indirectly out of any failure to meet any estimated delivery date.

8f. Delivery of the Goods shall be made to the Buyer’s address specified in their order or their Trade Account, and the Buyer shall make arrangements to take delivery of the Goods whenever they are tendered for delivery.

8g. If deliveries are lost or delayed in transit, no orders will be refunded or re-shipped free-of-charge until a Royal Mail or equivalent investigation has been completed. Any such loss or delay is to be reported by the Buyer to the Seller within seven working days of the estimated delivery date.

8h. If deliveries are damaged in transit, no orders will be refunded or re-shipped free-of-charge unless photographic evidence of the damage has been supplied, to support a full investigation by Royal Mail / Parcelforce or the equivalent courier service. Any such damage is to be reported by the Buyer to the Seller within seven working days of receipt of delivery.

8i. For international deliveries, country-specific laws, restrictions, requirements and additional charges, import duties and taxes may apply. The Buyer is entirely responsible for understanding and adhering to any laws, restrictions and requirements, as well as for the full and timely payment of charges, duties or taxes.

  1. Return of Goods

9a. Orders can be cancelled at any time prior to payment. Once shipped, Goods can only be returned by the Buyer if they are deemed to be damaged or faulty, or at the discretion of the Seller.

9b. The Buyer shall inspect the Goods immediately upon receipt and shall notify the Seller within seven working days if the Goods are damaged or do not comply with the terms of the order – failure to do so will be deemed as acceptance of the Goods.

9c. Where Goods are returned due to a fault in the production process, a full investigation will be carried out by the Seller and, where the Seller agrees that the Goods are faulty, monies will be refunded to the Buyer, in full within 14 days of completion of the investigation.

  1. Expiration of Goods

10a. All Goods are marked with an advisory ‘best before’ date and a batch code. The best before date corresponds with the ‘best before’ date issued by the Seller’s ingredient suppliers. The batch code refers to the Seller’s supplier reference codes.

10b. The Buyer warrants to sell Goods to Consumers only up to a date which will allow Consumers a fair and reasonable period of time in which to consume the Goods after the purchase and prior to the advised ‘best before’ date.

10c. Goods may not be bought, sold or consumed by any person after the ‘best before’ date.

  1. Limitation of Liability

12a. Unless otherwise expressly written, in the event of any breach of these Terms and Conditions by the Seller or Buyer, the remedies shall be limited to a claim for damages, and shall not include liability for any loss of profit, loss of business, business interruption, or loss of business opportunity. Under no circumstances shall the liability exceed the price of the Goods ordered.

  1. Seller Responsibilities

13a. The Seller shall ensure that the Goods conform in all respects with the requirements of any statutes, orders, regulations or by-laws in force at the date of the order, in relation to the blending, bottling and supply of flavourings. The Goods shall be packaged, labelled and marked by the Seller in a proper manner, and in accordance with any statutory requirements and/or requirements of carriers. The Seller shall indemnify the Buyer against all claims, proceedings, actions, damages, costs, expenses and any other liability or loss incurred by the Buyer as an obvious and foreseeable result of any proven breach of this Condition.

13b. Where known, the Seller shall make available to the Buyer any pertinent information relating to the production and consumption of the Goods. The Seller shall indemnify the Buyer against all claims, proceedings, actions, damages, costs, expenses and any other liability or loss incurred by the Buyer as an obvious and foreseeable result of any proven breach of this Condition.

13c. The Seller will make all reasonable endeavours to be available to the Buyer, by email or telephone, to respond to any queries that the Buyer or a Consumer may have regarding the Goods.

13d. The Seller shall not knowingly misrepresent facts which may be damaging, injurious or libellous to the Buyer, or which may mislead or misinform Consumers about the Goods.

  1. Buyer Responsibilities

14a. Where the Goods are intended for use in the Buyer’s products, the Buyer shall not re-sell the Goods directly to the Consumer. The Buyer shall indemnify the Seller against all claims, proceedings, actions, damages, costs, expenses and any other liability or loss incurred by the Seller as an obvious and foreseeable result of any proven breach of this Condition.

14b. The Buyer shall familiarise themselves with the Goods, and any guidelines and legislation surrounding the use, promotion, sale and consumption of the Goods, in order to responsibly supply the Goods, and in order to safely and correctly advise Consumers about the consumption of the Goods. The Buyer shall indemnify the Seller against all claims, proceedings, actions, damages, costs, expenses and any other liability or loss incurred by the Seller as an obvious and foreseeable result of any proven breach of this Condition.

14c. Where the Buyer visually or verbally represents the Seller or the Goods, whether online, offline, or in person, the Buyer will do so respectfully, professionally and strictly in accordance with the Seller’s Brand Guidelines, using only the most up-to-date and approved versions; this includes, but is not limited to: the Seller’s name, company story, Goods’ names, Goods’ descriptions, company logo, approved typefaces, slogans and visual imagery such as photographs, posters, website screen-shots and advertisements.

14d. The Buyer shall not promote, sell or use the Goods for any illegal or unlawful purpose, or any purpose which may cause offence or may bring into disrepute the Seller or the Goods.

14e. The Buyer shall not knowingly misrepresent facts which may be damaging, injurious or libellous to the Seller, or which may mislead or misinform Consumers about the Goods.

14f. The Buyer shall not, or allow another to, dismantle, disassemble, modify, analyse, reverse-engineer, or attempt to copy or replicate the Goods, without express written consent from the Seller.

  1. Indemnity and Insurance

15a. The Seller shall indemnify the Buyer against all claims, proceedings, actions, damages, costs, expenses and any other liability or loss incurred by the Buyer in respect of any death or personal injury, or loss of or damage to property, to the extent that such death or injury, or loss or damage, is caused directly or indirectly by a failure of the Seller in their duties under these Terms and Conditions.

15b. The Buyer shall indemnify the Seller against all claims, proceedings, actions, damages, costs, expenses and any other liability or loss incurred by the Buyer in respect of any death or personal injury, or loss of or damage to property, to the extent that such death or injury, or loss or damage, is caused directly or indirectly by a failure of the Buyer in their duties under these Terms and Conditions.

15c. Nothing in this agreement shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.

15d. The Buyer shall, at its sole expense take out, carry and maintain adequate product liability insurance and public liability insurance with an insurer of good repute, the amount and scope of which is appropriate to the purchase, sale and use of the Goods.

15e. The Seller shall, at its sole expense take out, carry and maintain adequate product liability insurance and public liability insurance with an insurer of good repute, the amount and scope of which is appropriate to blending, bottling, supply and distribution of the Goods.

  1. Waiver

16a. The failure of either the Buyer or Seller to exercise any right or remedy shall not constitute a waiver of that right or remedy. No waiver shall be effective unless it is communicated to the other Party in writing. A waiver of any right or remedy arising from a breach of these Terms and Conditions shall not constitute a waiver of any right or remedy arising from any other breach of the Terms and Conditions,

  1. Severance

17a. If any part of these Terms and Conditions is found to be void, unlawful or unenforceable, that part will be deemed to be severable from the balance of these Terms and Conditions, and the severed part will not affect the validity and enforceability of the remainder of the Terms and Conditions.

  1. Force Majeure

18a. The Seller shall not be liable for any delay or failure to perform any of its obligations, if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to: acts of God, strikes, lock outs, accidents, war, fire, failure of any communications, telecommunications or computer system, breakdown of plant or machinery, or shortage or unavailability of raw materials from a natural source of supply. Under such circumstances, the Seller shall be entitled to a reasonable extension of its obligations.

  1. Extent of Agreement

19a. These Terms and Conditions shall not operate so as to create a partnership or joint venture, or to indicate additional authorisation or agreement of any kind between the Buyer and Seller other than that expressly outlined in these Terms and Conditions.

19b. Unless otherwise authorised in writing, neither the Buyer or Seller may suggest any form of association, approval or endorsement of the other.

20b. These Terms and Conditions relate only to the sale/purchase of Goods in the Seller’s portfolio. The sale/purchase of bespoke blended flavourings and the commissioning of the Seller’s flavour blending services, and any other Goods or services are subject to additional Terms and Conditions.

  1. Term of Agreement

20a. The Seller and Buyer of the Goods agree to be bound by the Terms and Conditions of this Agreement until such time as the Buyer closes their Trade Account and ceases to buy Goods from the Seller, thereby terminating the Agreement. Such notice should be given in writing by email to hello@padstowblends.com.

20b. Clause 15e: “The Buyer shall not, or allow another to, dismantle, disassemble, modify, analyse, reverse-engineer, or attempt to copy or replicate the Goods, without express written consent from the Seller” will continue to remain in effect after the term of this Agreement.

20c. The Seller may terminate this Agreement if it discovers that that the Buyer is not over the age of 18 years, not acting on behalf of a business, is acting unlawfully, or if the Buyer delays an order delivery or owes the Seller outstanding monies for a period of more than for 14 days.

  1. Authority

21a. The Buyer and Seller warrant that they have the full capacity and authority to enter into this Agreement; and shall use all reasonable endeavours to meet the Terms of this Agreement.

  1. Governing Law and Jurisdiction

22a. Any dispute arising out of these Terms and Conditions is subject to the governance of Her Majesty’s Courts of Justice of England and Wales.

  1. Amendments

23a. The Seller may revise these Terms and Conditions at any time, by amending this page. The most recent version of the Terms and Conditions will always apply. Therefore, it is advisable to ALWAYS check these Terms and Conditions at the point of ordering Goods or visiting the Website, in order to review any changes.  The date of the last amendment is shown below.

By selling Goods to the Buyer, the Seller confirms their acceptance of these Terms and Conditions.

By buying Goods from the Seller, or by opening a Trade Account with the Seller, the Buyer confirms their acceptance of these Terms and Conditions.

Updated: 13/05/19

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