TERMS AND CONDITIONS OF SALE FOR TRADE CUSTOMERS

Please read these terms and conditions of sale ("terms") carefully. They will apply to any order you make using our ordering service.

Formation

  • 1.1 These terms apply to all trade sales by The English Cheesecake Company Ltd ("we", "us" or "our"). You are the trade customer.
  • 1.2 Some of our terms differ depending upon whether or not you have an account with us and the relevant provisions of these terms are identified in each case. If you wish to become an account holder, please contact us. We will need to carry out credit checks on you.
  • 1.3 All orders made by you using our ordering service for any of the goods (“goods”) either described on our website or to be supplied under our bespoke service shall be deemed to be an offer by you to purchase the goods pursuant to these terms to the exclusion of all other terms and conditions including any terms and conditions which you may purport to apply under any purchase order, confirmation of order or similar document
  • 1.4 No variation of, or addition to, these terms shall take effect unless agreed in writing by the parties.
  • 1.5 No order submitted by you shall be deemed to be accepted unless and until we confirm acceptance of your order over the telephone. Even where we receive an order from you by fax or email, we will still telephone you to confirm and accept that order.
  • 1.6 Our acceptance over the telephone of your order brings into existence a legally binding contract between us.
  • 1.7 The following provisions will apply where we amend these terms

    • Account holders

      1.7.1 We will notify you in writing of any amendments we make to these terms.

    • Non-account holders

      1.7.2 We may change these terms without notice to you in relation to future sales and you should therefore check our website prior to each order to ensure that you have read and understood the current version of our terms.

Description and price of the goods

  • 2.1 The Trade page on our website illustrates a selection of the goods available. Please contact us if you require a full list. We also operate a bespoke service where we provide non-standard goods for our account holders. We may also agree to provide non-account holders with bespoke goods by special arrangement. You should therefore telephone us to discuss your exact requirements.
  • 2.2 We will notify you of the price of the goods including any delivery charge over the telephone when you place your order. All prices are inclusive of VAT, where applicable.
  • 2.3 The type of service we provide varies according to whether you are an account holder or not.

    • Account holders

      2.3.1 We provide a bespoke service in which we produce goods to order. Details of our delivery period are contained in paragraph 4.2.1 below.

    • Non-account holders

      2.3.2 We provide both a standard and an express service for ordering non-bespoke goods, details of which are contained in paragraph 4.2.2 below. Any prices that we quote will vary depending upon the type of service you require.

  • 2.4 The goods are subject to ingredient availability. You will be informed when placing your order if any goods cannot be produced and in that event, we will offer you an alternative.
  • 2.5 Please be aware that all our goods may contain nuts or traces of nuts.
  • 2.6 Every effort is made to ensure that all descriptions shown on the Trade page of our website are accurate at the time you place your order. If we discover any errors or omissions we will inform you over the telephone at the time we accept the order and offer you the option of withdrawing your order.

Payment

  • 3.1 Different payment terms apply for account and non-account customers.

    • Account holders

      3.1.1 You will be invoiced for the goods within one week of delivery and payment will be due by you within 30 days of the date of the invoice.

    • Non-account holders

      3.1.2 Payment for the goods may be made by debit, credit or charge card. The debit, credit and charge cards accepted by us are those listed on the website. We will debit the whole of the price of the goods from your payment card at the time of your order. We reserve the right to terminate our agreement with you if we are refused payment.

  • 3.2 You agree to indemnify us in full against all costs, expenses and outgoings incurred by us in obtaining payments from you in the event that a failed payment occurs. We may, at any time after a failed payment has occurred, ask a debt collection agency to collect payments from you.
  • 3.3 We reserve our right to charge interest at the rate specified under the Late Payment of Commercial Debts (Interest) Act 1998 in relation to any such failed payment.

Delivery

  • 4.1 We deliver anywhere in mainland UK and we will discuss delivery charges with you at the time you place your order. Delivery outside mainland UK may be possible by special arrangement. If you require delivery outside mainland UK, we will discuss this with you over the telephone when the order is placed.
  • 4.2 The following delivery arrangements will operate, depending on whether or not you are an account holder

    • Account holders

      4.2.1 Delivery of the goods will be made ten working days after the day we accept your order.

    • Non-account holders

      4.2.2 If you order goods from our standard service, delivery will be made within three to five working days of our acceptance of the order. However, we also offer an express service where you require the goods urgently. In that event, an additional charge will be payable which will vary depending upon the time required for delivery. If delivery is required on a Saturday, a further additional charge will be payable. Please contact us for full details of our additional charges.

  • 4.3 Time for delivery shall not be of the essence of the contract between us unless previously agreed in writing by us. Whilst reasonable efforts will be made to meet any delivery period specified in any order or elsewhere, any such period is an estimate only and we shall not be liable for any delay in delivery of the goods however caused.
  • 4.4 We may effect delivery in one or more instalments. Damage to, defects in or loss of one instalment of any order shall not entitle you to cancel or to refuse to accept delivery of the remaining instalments of the order.
  • 4.5 We shall not be liable to you for short delivery of the goods however caused but we will provide you with the outstanding goods as soon as is reasonably practical. If however, we have not delivered the outstanding goods within five working days from the first date of delivery you shall be entitled to cancel the order for the outstanding goods.
  • 4.6 Goods are supplied at a temperature appropriate to the food concerned. In the case of account holders, perishable frozen goods will be delivered in refrigerated trucks and in the case of non-account holders, such goods will be delivered in polystyrene freezer boxes containing dry ice in compliance with statutory requirements. A safety leaflet will be included on the handling of dry ice. Guidance on the defrosting of our frozen goods can be found on our website.
  • 4.7 We will arrange a time for delivery when you place your order. It is essential that you, or someone on your behalf, will be available to receive and sign for the goods at the delivery address at the time of the arranged delivery.
  • 4.8 Sometimes delivery may be late or cancelled because of adverse weather conditions or other events outside of our reasonable control. If so, we will try to contact you as soon as we are able to in order to reschedule your delivery time and date.
  • 4.9 Different arrangements will operate for failed deliveries depending upon whether or not you are an account holder.

    • Account holders

      4.9.1 If no one is at the delivery address when delivery is attempted, then the goods will be taken back by our distributor and we will contact you to arrange a further delivery. An additional charge will be payable for the subsequent delivery.

    • Non-account holders

      4.9.2 If no one is at the delivery address when delivery is attempted, then the following arrangements will operate, depending on whether the order contains frozen perishable goods.

      4.9.2.1 If the goods are frozen, they will be taken back by our driver and we will be unable to arrange a further delivery because of the perishable nature of such goods. In addition, since such goods cannot be resold, and since we will have incurred a delivery charge, we will be entitled to retain in full the price of the goods debited from your payment card.

      4.9.2.2 If the goods are not perishable, they will be taken back by our driver and we will contact you to arrange a further delivery. We will not make any additional charge for this further delivery.

    Risk and Title

    • 5.1 The goods are at your risk from the time of delivery. Delivery will occur when we deliver the goods to you at the delivery address

    • 5.2 Ownership of the goods shall not pass to you until we have received in full (in cash or cleared funds) all sums due to it in respect of:

      • 5.2.1 the goods under this order; and
      • 5.2.2 all other sums which are or which become due to us from you on any account.

    • 5.3 Until ownership of the goods has passed to you, you shall:

      • 5.3.1 hold the goods on a fiduciary basis as our bailee;
      • 5.3.2 store the goods (at no cost to us) separately from all other goods owned by you or any third party in such a way that they remain readily identifiable as our property;
      • 5.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the goods; and
      • 5.3.4 maintain the goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction. On request you shall produce the policy of insurance to us.

    • 5.4 You may resell the goods before ownership has passed to you solely on the following conditions:

      • 5.4.1 any sale shall be effected in the ordinary course of your business at full market value; and
      • 5.4.2 any such sale shall be a sale of our property on your own behalf and you shall deal as principal when making such a sale.

    • 5.5 Your right to possession of the goods shall terminate immediately if:

      • 5.5.1 you have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) you convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part of it, or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for your winding-up or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency; or
      • 5.5.2 you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or fail to observe or perform any of your obligations under these terms or any other contract between us and you, or you are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or
      • 5.5.3 you encumber or in any way charge any of the goods.
    • 5.6 We shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from us to you.
    • 5.7 You grant us our agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where your right to possession has terminated, to recover them.
    • 5.8 Where we are unable to determine whether any goods are the goods in respect of which your right to possession has terminated, you shall be deemed to have sold all goods of the kind sold by us to you in the order in which they were invoiced to you.
    • 5.9 Our rights under these terms shall remain in effect notwithstanding the termination of any agreement or relations between us.

    Amendment of order and cancellation rights

    • 6.1 Arrangements for the amendment or cancellation of your order will vary depending on whether or not you are an account holder.

      • Account holders

        6.1.1 You may amend or cancel your order by contacting us over the telephone on +44 (0)20 8964 9556 within one working day of placing your order.

      • Non-account holders

        6.1.2 You may amend or cancel your order by contacting us over the telephone on +44 (0)20 8964 9556 prior to the following cut-off times:

        • 6.1.2.1 In the case of our standard delivery service,
        • 6.1.2.1.1 no later than three hours after our acceptance of the order, where that order is for perishable goods and
        • 6.1.2.1.2 no later than one working day after our acceptance of the order, where that order is for non-perishable goods.
        • 6.1.2.2 In the case of our express delivery service, no later than 30 minutes after our acceptance of the order.
    • 6.2 If you amend or cancel your order within the time limits stated above, then we will credit your payment card with the appropriate sum within 30 (thirty) days of the amendment/cancellation.
    • 6.3 Where you amend or cancel an order outside the time limits stated above, we will be entitled, in the case of an account holder, to invoice you in full for the price of the goods and, in the case of a non-account holder, to retain in full the price of the goods debited from your payment card.

    Refund policy and customer service.

    • 7.1 Every effort will be taken to ensure that you receive the correct goods. However, you should inspect the goods on delivery and if you identify incorrect goods, or the delivery is of an incorrect quantity or you are dissatisfied in any way with the quality of the goods, you should immediately contact us by telephone. If you fail to comply with this requirement, we will not be held liable in respect of any complaint you may have which should have been brought to our attention at the time of delivery.
    • 7.2 Subject to clause 7.1, where you have received incorrect goods, a short delivery of goods or goods that do not meet with your reasonable satisfaction, we will make good any shortage or exchange the incorrect goods or goods that are of unsatisfactory quality. We will not require payment of any additional delivery charge in respect of the replacement of goods or making good their shortfall in these circumstances.

    Warranty and liability

    • 8.1 We shall not be in default of these terms or be liable to you for any loss, costs or expenses arising directly or indirectly from any failure of or delay in our performance of any of our obligations under these terms due to any cause beyond our reasonable control. This shall include, but not be limited to, an act of God, flood, storm, fire, war, strike or other industrial action, act of Government, power failure including failure of refrigeration, breakdown of machinery, shortages of materials or a delay or failure on the part of any sub-contractor, supplier or carrier of goods or materials relating to the provision of goods under these terms. If we are prevented from carrying out our obligations in these circumstances, we will notify you. If we are still prevented from carrying out our obligations five working days from the date of such notice, then either you or we shall be entitled to terminate our agreement immediately on notice to the other without liability.
    • 8.2 We shall not be liable to you for any non-delivery or shortage in quantity delivered or damage to or defects in the goods caused by your act, neglect or default.
    • 8.3 Except in respect of death or personal injury caused by our negligence, or liability for defective products under the Consumer Protection Act 1987, we shall not be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under these terms, for loss of profit, or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever which arise out of or in connection with the supply of the goods (including any delay in supplying or failure to supply the goods) or their use or resale by you, and our entire liability under the contract between us shall not exceed the price of the goods.

    Indemnities

    • 9.1 You shall indemnify us and keep us indemnified in respect of all claims arising directly or indirectly out of your use or possession of the goods except to the extent to which any claim arises directly as a result of our breach of the contract between you and us.
    • 9.2 You shall indemnify us and keep us indemnified in respect of all loss, damage or extra cost incurred by us by virtue of any request, instruction, omission to instruct, cancellation or any other action on your part or on the part of your agents or contractors which is not in accordance with the contract.

    Privacy

    • 10.1 We are committed to ensuring that your privacy is protected and we will take all reasonable precautions to keep your personal information secure.
    • 10.2 We will use any personal information you provide us for the purpose of fulfilling your order, for market research and for statistical analysis. We may share this information with our service providers and agents for this purpose.
    • 10.3 We would also like to contact you by telephone, email or fax to notify you of products and offers that may be of interest to you from time to time. We will ask you whether you consent to receiving such information from us at the time that you provide us with your personal information. We do not sell, rent or transfer your personal information to third parties for their marketing purposes.
    • 10.4 You have a right to ask for a copy of your information (for which we may charge a small fee) and to correct any inaccuracies in your data.
    • 10.5 To help us make credit decisions about you and to prevent fraud, we may search the files of credit reference agencies who will record any credit searches on your file. We may also disclose details of how you conduct your account to such agencies. The information will be used by other credit grantors for making credit decisions about you.

    General

    • 11.1 If any of these terms is held by any court of competent authority to be unlawful, invalid or unenforceable, in whole or in part, this will not affect the validity of the remaining terms which will continue to be valid and enforceable to the fullest extent permissible by law.
    • 11.2 These terms together with the details on our website from time to time and the details of your order as accepted by us set out the whole of our agreement relating to the supply of the goods to you by us and supersede and replace any prior written or oral agreements, arrangements, or usage of a course of dealing between us.
    • 11.3 Nothing said by any salesperson, agent, employee, director or other representative on our behalf should be understood as a variation of these terms or as an authorised representation about the nature or quality of any goods offered for sale by us. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading. You confirm that you have not entered into agreement with us on the basis of any such statement or representation that is not expressly incorporated into these terms.
    • 11.4 These terms will be governed by the laws of England and you agree to submit to the exclusive jurisdiction of the English courts.
    • 11.5 For the purposes of the Contracts (Rights of Third Parties) Act 1999, any agreement between us for the supply of goods by us to you is not intended to, and does not, given any person who is not a party to it any right to enforce any of its provisions.

    The www.englishcheesecake.com website is operated by the English Cheesecake Company Ltd of Unit 53/55, Pall Mall Deposit, 124-128 Barlby Road, London W10 6BL.

    If you have any queries please contact us on +44 (0)20 8964 9556