Terms and Conditions

These terms and conditions apply to all Goods and Services provided by Aberaeron Finefoods to the Customer.These terms and conditions apply notwithstanding any other terms and conditions on Customer's order forms or other documentation referred to or supplied by the Customer.
1 Definitions
1.1 In these terms and conditions, unless the context otherwise requires or admits:
1.1.1 'the contract' means the the Contract for the Goods and Services formed by the acceptance by Aberaeron Finefoods of the Customer's offer in accordance with clause 2 below;
1.1.2 'the Customer' means the person, company or organisation purchasing the Goods and Services (as described in the order acknowledgment, or other acceptance of an order agreed by Aberaeron Finefoods);
1.1.3 Aeron Finefoods means Aberaeron Finefoods, 18 Market Street, Aberaeron, Ceredigion, SA46 0AS.
1.1.4 'the Price' means the sums to be paid by the Customer to Aberaeron Finefoods as specified in the agreed Specification or in Aberaeron Finefoods acceptance of Customer's order (as applicable) in consideration of the provision of Goods and Services;
1.1.5 'the Specification' means the specification for the Goods and Services notified to Customer in Aberaeron Finefoods quotation or Aberaeron Finefoods acceptance of Customer's offer;
1.1.6 'the Terms of Payment' means the term of payment of the price specified in the specification or Aberaeron Finefoods acceptance of Customer's order;
2 Contract
2.1 The Customer wishes to purchase certain Goods and Services as set out in the Specification or as described in Aberaeron Finefoods quotation and offers to purchase these Goods and Services subject to these terms and conditions.
2.2 Aberaeron Finefoods acceptance of the Customer's offer for the Goods and Services will be notified to the Customer in writing.Aberaeron Finefoods will not be obliged to supply the Goods and Services for the Customer until it has accepted the Customer's order and received any down payment required by Aberaeron Finefoods.Aberaeron Finefoods may change the Specification or the Price at any time up to acceptance of the order by Aberaeron Finefoods.Aberaeron Finefoods is not obliged to accept Customer's offers.
2.3 Where Aberaeron Finefoods agrees to supply the Goods and Services to the Customer the Goods and Services will be supplied under a Contract that is subject to the terms and conditions ('the Contract').
2.4 Where the Customer is a Consumer as defined by applicable legislation the certain rights apply.These are described in clause 9 below.
3 Customer Obligations
3.1 The Customer shall:
pay the Price for the Goods and Services in accordance with the Terms of Payment and clause 5 below;
4 Delivery and Acceptance
4.1 In accordance with the Specification, Aberaeron Finefoods shall deliver the Goods and Services to the Customer to the adress set out in the Specification.Times for delivery are estimates only and Aberaeron Finefoods will have no liability for delays to any Goods or Services.
4.2 Within 2 days following delivery, the Customer shall carry out an acceptance review of the Goods and Services. If the Goods and Services materially failed to conform to the Specification, he shall promptly give written notice to Aberaeron Finefoods. Aberaeron Finefoods will investigate the allegation and shall make such changes to the Goods and Services as may be reasonably neccesary to achieve conformity with the Specification. Following the making of any such changes the Customer shall repeat or procure the repetion of the acceptance review. If you are a consumer your statutory rights are not affected.
4.3 Use of the Goods by the Customer, or any act inconsistent with the ownership vesting in Aberaeron Finefoods shall be deemed to be Acceptance of them even if the review process under clause 4.2 is incomplete . In the abscence of any written to the contrary Acceptance of the Goods will be deemed to have occured 2 days from delivery (or the repeat of the acceptance review if applicable).
4.4 Risk of loss or damage of any kind to the Goods and Services, the Content or documentation related to them, shall pass to the Customer upon delivery of such to Aberaeron Finefoods carrier or the Customer (where the Customer has agreed to collect the Goods).
4.5 The title to Goods and Services shall not pass to the Customer until Aberaeron Finefoods has received payment of the price for them in full. Until that time the Customer acknowledges that he is in possesion of the Goods and Services solely as the bailee in a fudiciary capacity for Aberaeron Finefoods.Aberaeron Finefoods may at any time inspect the Goods and Services and at any time may repossess them, and for this purpose may enter upon any premises where they are stored or where they are reasonably thought to be stored. Until such time as as the Customer becomes the owner of the Goods and Services, they must be stored on his premises in a manner that makes them readily identifiable as the goods of Aberaeron Finefoods.
4.6 Risk of loss or damage to any Goods and Services shall pass to the Customer from the time of delivery to Customers premises.
5 Price, Payment and Validity of Quotations
5.1 The Customer shall pay Aberaeron Finefoods the Price according to the Terms of Payment. Where the Terms of Payment require a down-payment then Aberaeron Finefoods shall not be obliged to commence the Goods and Services before receipt of the Down Payment. Late payment shall be subject to interest at the rate of 4% above the base lending rate of HSBC Bank plc from the date the payment was due until the date of payment to Aberaeron Finefoods (both before and after judgement).
5.2 Any quotations supplied by Aberaeron Finefoods shall, unless specifically stated otherwise, be valid for a period of 14 days from their date of sending by Aberaeron Finefoods. Quotations that are not accepted within their validity date shall not be binding on Aberaeron Finefoods. Quotations may be varied by Aberaeron Finefoods at any time up to the creation of the Contract.
5.3 The Price is inclusive of all labour and materials but excludes value added tax.
5.4 All payments to Aberaeron Finefoods by the Customer shall be made within 30 days after receipt of an invoice from Aberaeron Finefoods. All payments shall be made in pounds sterling and by a cheque or bank transfer to the account of Aberaeron Finefoods at a bank to be nominated in writing by Aberaeron Finefoods.
5.5 In the event of late payment, in addition to any other remedy or right and without prejudice to its rights Aberaeron Finefoods may suspend performance of its obligations under any Contract until all outstanding monies are repaid.
6 Intellectual Property Rights
6.1 The Customer grants to Aberaeron Finefoods a royalty-free, world-wide, non-exclusive licence to use the Customer Content for the purposes of the supply of the Goods and Services and all matters associated with performance of the Contract.
6.2 All rights in the intellectual property (including without limitation copyright, design rights, patents, trademarks and trade secrets) in the Goods and Services remain vested in Aberaeron Finefoods and Aberaeron Finefoods only grants to Customer a limited, non-exclusive right to use Aberaeron Finefoods intellectual property on the Goods as delivered by Aberaeron Finefoods. If the Customer wishes to use any of Aberaeron Finefoods' intellectual property in any other way (including without limitation, advertising the Goods and Services, or use in web sites or packaging or other promotional materials) then the Customer must first request further permission from Aberaeron Finefoods. Aberaeron Finefoods does not represent that further permission will be granted and any further permission may require payment of a license fee.
6.3 Except as expressly set out in clause 6 the Contract does not transfer or grant to Customer or Aberaeron Finefoods any right, title or interest in any Intellectual Property Rights of the other.
7 Warranties
7.1 Aberaeron Finefoods warrants to the Customer that all Services provided to the Customer by Aberaeron Finefoods shall be provided with reasonable skill and care and that any Goods delivered by Aberaeron Finefoods will be free from defects in workmanship for a period of one month from Acceptance.
7.2 The Customer warrants to Aberaeron Finefoods that Aberaeron Finefoods use of the Customer Content in accordance with the terms of the Contract will not infringe the Intellectual Property Rights or any other rights of any third party. The Customer will indemnify and hold harmless Aberaeron Finefoods against all loses costs and expenses arising from any breach of this clause 7.2.
7.3 In the event of a breach of the warranty in clause 7.1 Aberaeron Finefoods shall, subject to clause 7.5 below, as the Customers sole remedy and Aberaeron Finefoods entire liability for breach of warranty, provide Goods and Services to the Customer to rectify any failures of the Goods and Services to conform with the Specification. The Customer shall notify Aberaeron Finefoods of a claim as soon as reasonably possible and provide all information to Aberaeron Finefoods regarding the defects. Such support, and/or Goods and Services shall be provided free of additional charge, unless the apparent error, defect or failure was a result of Customer Content, misuse or services having been performed by a party other than Aberaeron Finefoods. In such event the Customer shall be liable to pay for Aberaeron Finefoods support Goods and Services at a reasonable price as notified by Aberaeron Finefoods. After one month from acceptance Aberaeron Finefoods obligations to provide any remedy or support Goods and Services for breach of clause 7.1 shall expire and the Customer shall have no further rights against Aberaeron Finefoods for breach of warranty.
7.4 Save as expressly set out in these terms and conditions but subject to clause 7.5 below, all representations, warranties, terms and conditions, whether oral or written, express or implied by law, custom, statute or otherwise and including but not limited to satisfactory quality or fitness for any particular purpose are excluded and Aberaeron Finefoods shall have no liability to the Customer except as set out in this clause 7, save for the statutorily implied terms as to title.
7.5 If you are a Consumer your statutory rights are not affected.
8 Liability
8.1 Aberaeron Finefoods shall indemnify the Client for personal injury or death caused by the negligence of its employees in connection with the performance of their duties under this Agreement.
8.2 Save in respect of claims for death or personal injury arising from Aberaeron Finefoods negligence, in no event will Aberaeron Finefoods be liable for any damages resulting from loss of data or use, lost profits, loss of anticipated savings, nor for any damages that are an indirect or secondary consequence of any act or omission of Aberaeron Finefoods whether such damages were reasonably foreseeable or actually foreseen.
8.3 Except as provided in clause 8.1 above, Aberaeron Finefoods maximum liability to the Client under this Agreement or otherwise for any cause whatsoever (whether in the form of the additional cost of remedial services or otherwise) will be for direct costs and damages only and will be limited to the greater of:
8.3.1 the sum (if any) which Aberaeron Finefoods is able to recover in respect of the cause under its insurance contracts; or
8.3.2 a sum equivalent to the price paid to Aberaeron Finefoods for the Services and/or Goods that are the subject of the Clients claim.
8.4 The parties acknowledge and agree that the limitations contained in this clause 8 are reasonable in the light of all the circumstances and that Aberaeron Finefoods prices are based on the limited level of risk accepted by Aberaeron Finefoods under the contracts.
8.5 All liability that is not expressly assumed in this Agreement and all contracts is hereby excluded. These limitations will apply regardless of the form of action, whether under statute, in contract or tort including negligence or any other form of action. For the purposes of this clause, Aberaeron Finefoods includes its employees, sub-contractors and suppliers who shall all have the benefit of the limits and exclusions of liability set out above in terms of the Contracts (Rights of Third Parties) Act 1999.
8.6 Time shall not be of the essence in providing Goods and Services and all times for the provision of Goods and Services are estimates only. Aberaeron Finefoods shall have no liability to Customer for any failures to meet times for performance of Goods and Services.
8.7 If you are a Consumer your statutory rights are not affected.
9 Consumer Rights
9.1 Contracts for bespoke Goods (made to a Proof or created by Aberaeron Finefoods for the Customer) and Contracts for Services cannot be cancelled. For non-bespoke Goods ordered over the internet, or away from Aberaeron Finefoods premises, a Consumer (but not a business Customer) may cancel its contract at any time within 7 working days of receipt of the Goods without cause and receive a refund of the Price paid. To do this the Consumer must inform Aberaeron Finefoods in writing and return the Goods as soon as possible, in the same condition they received them, in their original packaging and at their own cost and risk. Any statutory Consumer rights are unaffected by this Agreement. This does not apply to any business customer.
9.2 Where Customer is a consumer then the consumer has certain rights that cannot be limited or excluded. These rights are not excluded from any Contract. If Customer has any questions as to what these rights are then they can contact Aberaeron Finefoods at info@aeron-finefoods.co.uk for details.
10.Termination
10.1 A party ('the Initiating Party') may terminate the Contract with immediate effect by written notice to the other party ('the Breaching Party') on or at any time after the occurrence of an event specified in clause 10.2.
10.2 The events are:
10.2.1 the Breaching Party committing a material breach of the Contract and failing to remedy the breach within 30 days starting on the day after receipt of notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy it;
10.2.2 the Breaching Party passing a resolution for winding up, a court of competent jurisdiction making an order for the Breaching Party's winding up or the presentation of a petition for the Breaching Party's winding up that is not dismissed within 7 days (other than, in each case, for the purposes of solvent amalgamation or reconstruction where the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the Breaching Party's obligations under the Contract);
10.2.3 the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an encumbrancer taking possession of or selling any asset of, the Breaching Party;
10.2.4 the Breaching Party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally.
11 Force Majeure
11.1 Neither party shall be deemed to be in breach of the Contract or otherwise liable to the other party for any delay in performance or any non-performance of any obligations under the Contract (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an event or circumstance beyond the reasonable control of that party ('an event of force majeure') including inability to source materials, failure of telecommunication or ISP services, strikes and lack of stock.
12 Entire Agreement
12.1 The Contract embodies and sets forth the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of the Contract. Neither party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in the Contract, save for any representation made fraudulently.
12.2 Unless otherwise expressly provided elsewhere in these terms and conditions, the Contract may be varied only by a document signed by both of the parties.
13 Governing Law and Jurisdiction
13.1 The Contract (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to the Contract or its formation) shall be governed by and construed in accordance with the laws of England and Wales.
13.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to hear and determine any suit, action or proceedings or settle any disputes arising out of or in connection with the Contract, and to enforce any judgment against their respective assets.