Terms and Conditions

Special Products for Special Cakes Ltd t/a Anniversary House
Standard Conditions Of Contract – Sale Of Goods

1. INTERPRETATION

1.1  Definitions to apply in this agreement:

Business Day: a day between Monday and Friday, inclusive, on which clearing banks are open in the City of London.
Conditions: the terms and conditions set out in this document as may be updated from time to time by the Supplier
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Products in accordance with these Conditions.
Core Hours: between 9am and 5pm Monday to Friday but excluding public or bank holidays.
Currency: UK Pounds Sterling or such other currency as may be set out in the Order Acknowledgement.
Customer: the person, firm or company who is a business customer (not a consumer) and who directly purchases Products from the Supplier, whether for its own benefit, the benefit of a third party End User or otherwise.
Customer’s Order: the Customer’s order for the Products.
Data Protection Legislation: all applicable privacy and data protection laws including the General Data Protection Legislation (EU 2016/679) (GDPR), Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 and any applicable national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time
Default Event: means any of the events described in clauses 13.1.1 – 13.1.9.
Delivery / Delivered: means actual delivery of the Products to the Customer or the Customer’s agent or carrier.
Delivery Point: the place where the Products are to be delivered or the delivery agent or carrier as set out in the Order Acknowledgement.
End User: the person, firm or company who is the Customer’s customer and / or end user of the Products.
Intellectual Property Rights: all patents, rights to inventions, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order: the Customer’s order for the Products, as set out in (i) the Customer’s purchase order form or (ii) the Customer’s email order or (iii) the Customer’s order made via the Website, or (iv) as communicated by telephone call.
Order Acknowledgement: the Supplier’s written confirmation of acceptance of the  Order, with written confirmation of the details set out in the Order  including full details of the Products to be supplied pursuant to the Contract, the Price and the Delivery costs (if such costs are not to be included in the Price), the Delivery Point and the estimated date for Delivery.
Parties: the Customer and the Supplier.
Price: the price to be charged by the Supplier and to be paid by the Customer for the sale of the Products as set out in the Order Acknowledgement.
Products: the goods to be supplied by the Supplier to the Customer as more fully set out in the Order Acknowledgement.
Supplier: Special Products for Special Cakes ltd is a private limited company registered according to the laws of England and Wales with company registration number 02040399, registered office at Special Products For Special Cakes Ltd ,Unit 19, Bedrock Park, Vulcan Way, Ferndown Industrial Estate, WIMBORNE. BH21 7BU and registered VAT number : GB454405013..
VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.
Website: the Supplier’s website at b2b.anniversaryhouse.co.uk

1.2  A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3  Clause headings do not affect the interpretation of these Conditions.

1.4  A reference to “writing” or “written” includes faxes and e-mail.

2. CONTRACTING PROCESS

2.1  By making an Order by telephone or by communicating in writing (whether by clicking an ‘I accept’ button on the Website, by email or by a wet ink signature) its acceptance of these Conditions, the Customer agrees that, subject to clause 2.2, these Conditions as read with the Order Acknowledgement shall regulate all future Orders placed by the Customer for Product purchases from the Supplier and that a Contract shall be subject only to the provisions of these Conditions, as read with the Order Acknowledgement, to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2  The Supplier may vary these Conditions from time to time and shall promptly notify the Customer in writing of such variation. If the Supplier gives the Customer notice of a variation to these Conditions, then the Customer will be asked to confirm its acceptance of the varied Conditions in writing, at which point the varied Conditions, as read with the Order Acknowledgement, shall regulate all future Product purchases from the Supplier.  The last varied Conditions which the Customer has accepted shall, as read with the Order Acknowledgement, be the Conditions that regulate the Order.

2.3  Orders may be placed via the Website, by telephone, by post or by email.  The Order shall constitute the Customer’s offer to purchase the Products in accordance with these Conditions and as read with the Order Acknowledgement. The Customer shall check the Order carefully before submitting it to the Supplier, ensuring that the terms of its Order are complete and accurate.

2.4  The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order in the form of the Order Acknowledgement, at which point the Contract shall come into being. There shall be no obligation on the Supplier to accept the Customer’s Order nor to issue an Order Acknowledgement.

2.5  Where a Contract has come into being in accordance with clause 2.4 above then, the Customer shall remain bound by the Contract notwithstanding the fact that it may be required, due to the Customer’s internal administrative protocols, to issue a purchase order for the purchase of the Products.

2.6  If the Supplier is unable to accept an Order and issue an Order Acknowledgement, then the Supplier will inform the Customer of this and will not charge the Customer for the Products. This might be because the Products are out of stock, because of unexpected limits on resources which the Supplier could not reasonably plan for, because a credit reference obtained for the Customer does not meet the Supplier’s minimum requirements, because the Supplier has identified an error in the Price or description of the Products or because the Supplier is unable to meet a requested delivery deadline.

2.7  If the content of these Conditions conflicts with that of the Order Acknowledgement, then unless otherwise agreed in writing by the Customer and the Supplier, these Conditions shall prevail over any conflicting provision of the Order Acknowledgement.

2.8  The Supplier’s obligations under the Contract shall be as set out in these Conditions and the Order Acknowledgement only.  The Customer agrees that it has not relied on and that the Supplier shall not be liable for any statement, promise, warranty or representation not set out in these Conditions and the Order Acknowledgement (including but not limited to those made or given by or on behalf of the Supplier, such as specifications, particulars of weight, dimensions, sales proposals, quotations, statements, representations, descriptions or illustrations contained in  quotations, sales and marketing material, catalogues and publicity material, all of which are intended to convey only a general idea of the Products mentioned).  Nothing in this clause 2.8 shall exclude or limit the Supplier’s liability for fraudulent misrepresentation.

2.9  The Supplier may at its sole and absolute discretion be entitled to amend any quotation until a Contract has come into being in accordance with clause 2.4.

2.10  Any images of the Products displayed on the Supplier’s website or in the Supplier’s brochures are for illustrative purposes only. Although the Supplier has made every effort to display the colours accurately, it cannot guarantee that the Customer’s computer’s display of the colours will accurately reflect the colour of the Products. The colour of the Customer’s purchased Products may vary slightly from those images.

2.11  The packaging of the Customer’s purchased Products may vary from that shown on images on the Website or in the Supplier’s brochures.

2.12  If the Supplier is making the Products to measurements supplied by the Customer, then the Customer is responsible for ensuring that these measurements are correct.

2.13  Any typographical, clerical or other error or omission in any Contract shall be subject to correction at the sole discretion of the Supplier without any liability on the part of the Supplier.

2.14  No Contract may be cancelled by the Customer without the prior written consent of the Supplier.  The Supplier reserves the right to charge the Customer for all losses and expenses incurred as a consequence of any cancelled Contract.

2.15  If the Customer wishes to make a change to the Products it has ordered it shall request that change in writing. The Supplier will let the Customer know if the change is possible but shall not be under any obligation to agree to that change. If it is possible then the Supplier will let the Customer know about any changes to the Price, the timing of supply or anything else which would be necessary as a result of the requested change and ask the Customer to confirm in writing whether its wishes to go ahead with the change.  Upon receipt of the Customer’s written confirmation, those changes shall be binding on the parties.

2.16  The Supplier shall be entitled to make changes to the Products to reflect changes in the relevant laws and regulatory requirements relevant to the Products and / or to implement minor technical adjustments and improvements.

3.  DELIVERY OF PRODUCTS

3.1  The quantity, description, Price and component parts of the Products and the cost of the Delivery thereof (in the case where there is to be a charge for Delivery) shall confirmed in the Order Acknowledgement.

3.2  The estimated date for Delivery shall be confirmed in the Order Acknowledgement. Any dates specified by the Supplier for Delivery are an estimate only and any attempt to make the time of Delivery  the essence of the Contract by notice to that effect shall be invalid.

3.3  Delivery shall take place during Core Hours at the Delivery Point.

3.4  Unless otherwise confirmed in the Order Acknowledgement, the Price shall include the cost of Delivery to the Delivery Point where the Delivery Point is within the United Kingdom (the cost of Delivery to the Delivery Point shall not be included in the Price where the Delivery Point is outside of the United Kingdom).  In some cases (which shall be confirmed in the Order Acknowledgement) the Price shall be quoted on an ex works basis and in such cases the Price shall not include the cost of Delivery and all insurance, freight and/or postal charges shall be for the Customer’s account.

3.5  Where the Products are to be delivered in instalments then any delay in Delivery of or the performance of any one instalment shall not entitle the Customer to cancel or to repudiate the Contract as a whole.

3.6  If the Customer does not accept Delivery of the Products then the Customer shall hold the Supplier indemnified against and shall pay the Supplier any additional costs that the Supplier may incur in consequence of non acceptance of Delivery, including but not limited to all storage costs.

3.7  Products should be inspected as soon as they are Delivered.  The Customer shall indicate any damage to the Products or packaging on the carrier’s delivery note at the time of Delivery and the contents and packaging of the Products must be retained for inspection as proof of damage, failing which the Supplier shall have no liability to the Customer for such damage.

3.9  The Supplier shall not be responsible for any Product shortages, damages to the Product or defects discovered after Delivery unless the Customer informs the Supplier in writing within 5 Business Days following Delivery.  For the avoidance of doubt, the Supplier shall not be liable for any claim for breakage, which is discovered after Products have left the Customer’s premises or have been altered or used in any way.

3.10  The Supplier shall have no liability to the Customer where the Products are, at the Customer’s request, despatched to the End User under the Customer’s own labels as a sender.  In such cases, proof of despatch shall constitute valid proof of Delivery.

3.11  Claims for non-Delivery must be made within 10 Business Days of the date of the Supplier’s invoice.

3.12  No Products are sold on a sale or return basis.  Product returns will not be accepted unless the Supplier has agreed in writing to the Product return prior to the return of the Products. If the Supplier agrees with the Customer that any Products may be returned, the Supplier reserves the right to levy a handling charge of 5% of the value of the Products.

3.13  No Products will be accepted for return, unless such Products are in a condition suitable for immediate re-sale by the Supplier. Any Products returned without the prior written agreement of the Supplier will be held by the Supplier entirely at the Customer’s risk and the Customer will required to pay the Price for such Products on normal terms.  If the Products are returned with the prior written consent of the Supplier and are damaged in the process of being returned then the Customer will required to pay the Price for such Products on normal terms.

3.14  Provided a return is made in accordance with clauses 3.12 and 3.13, a refund of the Price, less any handling charge by the Supplier, will be issued by the Supplier to the Customer within 10 Business Days of the successful receipt of the returned Product(s) by the Supplier.

4. RISK & RETENTION OF TITLE

4.1  Risk in the Products shall pass to the Customer at the point of Delivery.

4.2  Title to the Products shall not pass to the Customer until the Supplier has received in full (in cash or cleared funds) all sums due to it in respect of the Products or under or arising from any other contract or liability owed by the Customer to the Supplier whether under a Contract or otherwise.

4.3  Where title to the Products has not yet passed to the Customer then the Customer’s right to possession of the Products shall terminate immediately upon the occurrence of a Default Event and the Customer shall immediately return the Products or cause the Products to be returned to the Supplier.

4.4  The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.

4.5  The Supplier shall be entitled to recover payment for the Products notwithstanding that title in the Products has not passed to the Customer.

4.6  Until title in the Products has passed to the Customer, the Customer shall:

• 4.6.1  hold the Products on a fiduciary basis as the Supplier’s bailee;
• 4.6.2  store the Products separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Supplier’s property;
• 4.6.3  not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and
• 4.6.4  maintain the Products in a satisfactory condition and keep them insured on the Supplier’s behalf for their full price against all risks.  On request the Customer shall produce the policy of insurance to the Supplier.

4.7  If, notwithstanding the provisions of clause 4.2, the Customer purports to sell the Products to a third party or End User before the title to the Products passes to the Customer then the Supplier shall be beneficially entitled to all of the proceeds of that sale received by the Customer form the third party or End User.

4.8  On termination of this agreement or a Contract, howsoever caused, the Supplier’s rights contained in this clause 4 shall remain in effect.

5. PRICE & PAYMENT

5.1  The Price shall be confirmed in the Order Acknowledgement and shall be based on the Supplier’s price list or quotation as issued from time to time by the Supplier and/or as per the prices shown on the Website. The Supplier reserves the right to amend its price list, quotation or Website prices at any time and shall not be required to give notice to the Customer of such amendment.

5.2  All sums payable under these Conditions are exclusive of any VAT (if applicable) chargeable on the supplies for which such sums (or any part of them) are the whole or part of the consideration for VAT purposes.

5.3  All taxes, charges, levies, assessments and other fees of any kind imposed on the purchase of the Products and the Delivery thereof under this agreement shall be the responsibility of, and for the account of, the Customer.

5.4  Time for payment of the Price shall be of the essence of the Contract.

5.5  Payment of the Price (and any other relevant costs, e.g. the costs of Delivery if not included within the Price) shall be a requirement in order to make a successful Order and, therefore, is immediately payable. The Price shall be paid by the Customer without deduction, set off, counterclaim, discount, abatement or withholding whatsoever in cleared funds by electronic banking transfer in the Currency  upon receipt by the Customer of the Supplier’s proforma invoice, or where the Order is made via the Website, such payment shall be made by credit card or debit card.

5.7  The Customer shall not have the benefit of credit terms unless the Supplier has received from the Customer a fully completed new credit account application form and satisfactory credit references and the Supplier has agreed in writing to set up a credit account for the Customer and the Parties have agreed the applicable credit payment terms in writing.

5.8  If the Customer breaches the agreed credit terms referred to in clause 5.7 then the Supplier shall be entitled immediately on notice to withdraw any agreed credit terms applicable to the Customer and the Price shall immediately fall due for payment.

5.9  The Supplier reserves the right at its sole discretion to terminate the Contract or withhold Delivery if the Customer fails to pay the Price or any part thereof on the due date for payment and upon such suspension or termination, the full unpaid balance of the Price shall immediately fall due for payment.

5.10  Interest on late payments shall be charged by the Supplier at the rate of 8% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgement.

5.11  All invoices sent under the Contract shall be addressed to the Customer’s address as set out in the Order Acknowledgement  and may be sent in pdf format by electronic mail.

5.12  The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

6.  QUALITY

6.1  Subject to clauses 6.2 and 7 below, the Supplier warrants that on Delivery the Products will conform in all material respects with their description and will be free from material defects in design, material and workmanship.

6.2  If within the period of 6 months of Delivery the Products prove to be materially defective under proper use by the Customer and / or the End User where such defect arises solely as a consequence of faulty materials or workmanship on the part of the Supplier and are not due to normal wear and tear then the Supplier will make good the defect by repair or, at its option, by the supply of replacement Products or parts thereof. This clause is subject to the condition that the defective Product or parts are promptly returned by the Customer to the Supplier in accordance with clause 3.

6.3  In the case of any Product parts or components not manufactured by the Supplier, the Supplier agrees to pass on to the Customer any warranty or guarantee (if any) which the Supplier may have received from its supplier of such parts or components, but not so as to impose on the Supplier any liability greater than that imposed on the Supplier by clause 6.2.

6.4  All warranties, conditions and other terms implied by statute or common law in respect of the sale of Products (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

7.  LIMITATION OF LIABILITY

7.1  This Clause 7 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

• 7.1.1  any breach by the Supplier of the Contract;
• 7.1.2  any use made by the Customer or its End User of the Products and/or any part of them; and
• 7.1.3  any representation, statement or tortious act or omission (including negligence) arising under or in connection with a Contract.

7.2  Nothing in this agreement shall be construed as limiting or excluding the liability of the Supplier:

• 7.2.1  for death or personal injury resulting from negligence, or the negligence of its employees, agents or subcontractors (as applicable); or
• 7.2.2  for any damage or liability incurred by the Customer as a result of fraud (including a fraudulent misrepresentation by the Supplier); or
• 7.2.3  for any liability incurred by the Customer as a result of any breach by the Supplier of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.

7.3  Subject to clause 7.2, the Supplier shall not be liable to the Customer or to any End User whatsoever for any loss of profits, loss of business, depletion of goodwill, loss of anticipated savings, loss of contract or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses which may be suffered by the Customer or the End user in consequence of this agreement or any Contract.

7.4  The Supplier’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 Contract shall be for direct costs and damages only (whether in the form of the additional cost of remedial services or otherwise) and shall be limited to a sum equivalent to the Price paid to the Supplier by the Customer for the Products that are the subject of the claim.

8.  EXPORT

8.1  The Customer shall be responsible for obtaining all import licences or permits necessary for the entry of the Products into the country where the Products are to be Delivered. The Customer shall be responsible for any and all customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the importation and Delivery of the Products.

8.2  The Customer warrants to the Supplier that it has informed the Supplier of all laws and regulations affecting the manufacture, sale, packaging and labelling of Products which are in force within the country where the Products are to be Delivered (“Local Regulations”).

8.3  The Customer shall give the Supplier as much advance notice as reasonably possible of any prospective changes in the Local Regulations.

9.  CUSTOMER’S FAIR DEALING WARRANTY

9.1  The Customer warrants that:

• 9.1.1  it shall not use the Products for any improper or unlawful purpose;
• 9.1.2  it shall comply in all material respects with all applicable laws, bye-laws, regulations and codes of conduct (whether statutory or otherwise) of the United Kingdom and any other jurisdiction where the Products are to be used; and
• 9.1.3  it has acquired and holds all necessary licences, permissions and consents required for the installation, carrying on of and use of the Products.

9.2  The Customer agrees only to sell goods through sales channels owned by them. The Customer agrees not to sell on any third party marketplaces, including but not limited to, Amazon.

9.3  The Customer shall procure that the End User likewise complies with the provisions of this clause 9.

10. INTELLECTUAL PROPERTY RIGHTS

10.1  The Customer acknowledges and agrees that all Intellectual Property Rights in the Products (to include all component products) are vested in and are the property of the Supplier or its licensor and shall remain the property of the Supplier or its licensor (as appropriate).

10.2  The Customer shall promptly give notice in writing to the Supplier if it becomes aware of:

• 10.2.1  any infringement or suspected infringement by a third party of the Intellectual Property Rights relating to the Products; and/or
• 10.2.2  any claim that any Product or part of the Solution infringes the rights of any third party.

11. DEFAULT BY CUSTOMER

The Customer shall pay to the Supplier, on demand, all reasonable costs, charges or loss sustained or incurred by the Supplier (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Supplier confirming such costs, charges and losses to the Customer in writing.

12. DATA PROTECTION

12.1  Each Party shall comply with its respective obligations under the provisions of the Data Protection Legislation.

12.2  The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency.

12.3  The Customer shall inform all End Users that their and their customers’ personal data may be made available to the Supplier as appropriate in order to enable the Supplier to comply with its obligations under this Contract.  The Customer warrants that it has where required by the Data Protection Legislation obtained the appropriate consent of the End User and the End User’s customer for the Supplier to process that Party’s personal data for the purposes of performing its obligations under this Contract.

13. TERMINATION

13.1  Without prejudice to any other rights or remedies it may have, the Supplier may terminate or suspend a Contract without liability to the Customer immediately on giving written notice to the Customer if:

• 13.1.1  the Customer a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that Party being notified in writing of the breach; or
• 13.1.2  the Customer fails to pay any sum due under this agreement or a under a Contract on the due date for payment; or
• 13.1.3  an order is made or a resolution is passed for the winding up of the Customer, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the Customer; or
• 13.1.4  an order is made for the appointment of an administrator to manage the affairs, business and property of the Customer, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by the Customer or the directors of the Customer or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or
• 13.1.5  a receiver is appointed of any of the Customer’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Customer, or if any other person takes possession of or sells the Customer’s assets; or
• 13.1.6  the Customer makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
• 13.1.7  the Customer ceases, or threatens to cease, to trade; or
• 13.1.8  the Customer takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or
• 13.1.9  there is a change of control (as defined in section 574 of the Capital Allowances Act 2001) of the Customer.

13.2  The Customer may terminate a Contract without liability to the Supplier immediately on giving written notice to the Supplier if the Supplier commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 90 days of the Supplier being notified in writing of the breach.

13.3  On termination of the Contract for any reason:

• 13.3.1  the Customer (as relevant) shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Products supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
• 13.3.2  the Customer (as relevant) shall, within a reasonable time, return all Products owned by the Supplier. If the Customer (as relevant) fails to do so, then the Supplier may enter the Customer’s premises and take possession of such Products and equipment. Until such Products have been returned or repossessed, the Customer (as relevant) shall be solely responsible for its safe keeping; and
• 13.3.3  the accrued rights of the Supplier shall, notwithstanding any specific provision of this agreement, survive the termination of the Contract.

14. FORCE MAJEURE

14.1  The Supplier shall  not be in breach of a Contract or these Conditions or otherwise be liable for any failure or delay in the performance of its obligations if it is prevented from, hindered or delayed in performing any of its obligations under a Contract or from carrying on its business by circumstances, acts, events, omissions or accidents beyond its reasonable control, including, without limitation, trade disputes, strikes, lock-outs or other industrial dispute(s) or action(s) (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, embargo, act(s) of God, war, riot, civil commotion or civil war, threat of or preparation for war, terrorist attack, armed conflict, imposition of sanction(s), breach of diplomatic relations, malicious damage, compliance with any law, action or governmental order, rule, regulation or direction (including without limitation, the imposition of an export or import restriction), failure to grant or obtain a licence or consent, accident, epidemic or pandemic, nuclear, chemical or biological contamination or sonic boom, breakdown of plant or machinery, collapse of buildings, fire, explosion, flood, drought,  earthquake, storm, inclement weather, other natural disaster(s) or default of contractors or sub-contractors (“Force Majeure Event”).

14.2   If the Force Majeure Event prevents, hinders or delays the Supplier’s performance of its obligations for a continuous period of more than 12 weeks, the Customer may terminate the Contract by giving 7 days’ written notice to the Supplier.

15. COMMUNICATIONS

Any notice or communications about a Contract must be in writing and must be personally delivered or sent by expedited delivery service or certified or registered mail, return receipt requested, first-class postage prepaid, or sent by e-mail to sales@anniversaryhouse.co.uk, to the recipient Party at its registered office or such changed address as shall be notified by on party to the other for the purposes of this clause. Any notice shall be deemed to have been given at the time of personal delivery, or in the case of e-mail one hour after transmission, or in the case of expedited delivery service or registered or certified mail 3 Business Days after the date and time of mailing.

16. CONFIDENTIALITY AND THE SUPPLIER’S PROPERTY

16.1  Each Party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and which have been disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”), its employees, agents or sub-contractors and any other confidential information concerning the Disclosing Party’s business,  the Products which the Receiving Party may obtain as a result of such disclosure. Each Party shall restrict disclosure of such confidential material to the End User and to such of the Receiving Party’s employees, agents or sub-contractors as may need to know the same for the purpose of discharging the the Receiving Party’s obligations to the Disclosing Party under this agreement, and shall ensure that its employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the parties to this agreement.

16.2  All materials, equipment, drawings, specifications and data supplied by the Disclosing Party under or in accordance with this agreement shall, at all times, be and remain as between the Disclosing Party and the Receiving Party the exclusive property of the Disclosing Party and shall be held by the Receiving Party in safe custody at its own risk and maintained and kept in good condition until returned to the Disclosing Party, and shall not be disposed of or used other than in accordance with the Disclosing Party’s written instructions or authorisation.

16.3  The rights and obligations under this clause 16 shall survive termination of the Contract, however arising.

17.  ASSIGNMENT

17.1  The Supplier may assign any benefit under this agreement or a Contract or any part of it to any person, firm or company.

17.2  The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.

18. GENERAL

18.1  Each right or remedy of the Supplier under the Contract is without prejudice to any other right or remedy of the Supplier whether under the Contract or not.

18.2  If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

18.3  Failure or delay by the Supplier in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

18.4  Any waiver by the Supplier of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

18.5  The parties to a Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

18.6  The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law.

18.7  Each party irrevocably agrees, for the sole benefit of the Supplier that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation. Nothing in this clause shall limit the right of the Supplier to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

Special Products For Special Cakes Ltd t/a Anniversary House, Unit 19, Bedrock Park, Vulcan Way, Ferndown Industrial Estate, WIMBORNE. BH21 7BU

Company Registration No 15287556
VAT Registration No GB GB454405013