Wholesale Terms and Conditions
1. Definitions
1.1 “Buyer” means the individual or organisation who buys or agrees to buy the Goods from the Supplier;
1.2 “Consumer” shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977;
1.3 “Contract” means the contract between the Supplier and the Buyer for the provision of Goods incorporating these Terms and Conditions;
1.4 “Goods” means the goods that the Buyer agrees to buy from the Supplier;
1.5 “Supplier” means Zouk Tea Bar & Grill of Unit 5, Chester Street, Manchester, M1 5QS
1.6 “Terms and Conditions” means the terms and conditions for the provision of Goods set out in this agreement and any special terms and conditions agreed in writing by the Supplier;
1.7 “Website” means www.zoukteabar.co.uk ;
1.8 “Bespoke Order” means the Buyer has ordered something other than from the Wholesale Product List shown on the Website.
1.9 “Despatch and Delivery Notes” means those despatch and delivery notes currently in force and sent to a Buyer with the response to their initial enquiry and which are accessible via the Website.
2. Conditions
2.1 Nothing in these Terms and Conditions shall affect the Buyer’s statutory rights as a Consumer.
2.2 These Terms and Conditions shall apply to all contracts for the provision of Goods by the Supplier to the Buyer and shall prevail over any other documentation or communication from the Buyer.
2.3 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 Supplier.
2.4 Any complaints should be addressed to the Supplier’s address stated in clause 1.5.
2.5 Any special conditions applying to the provision of the Goods will be set out in writing by the Supplier and must be agreed in writing by the Buyer before the execution of the Contract.
3. Ordering
3.1 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 Supplier. The Supplier may choose not to accept an order for any reason.
3.2 Acceptance of an offer shall be deemed to have been made by the Supplier when the pro-forma invoice is despatched to the Buyer (or in the case of a Bespoke Order when the terms of the order are expressly agreed in writing by the Supplier and the first pro-forma invoice is despatched to the Buyer).
3.3 When making an order through the Website the steps that the Buyer needs to take to complete the order process are described at the time of purchase and or in FAQ.
4. Price and Payment
4.1 The price of the Goods shall be that stipulated on the Website or under a bespoke agreement with the Buyer if the Goods which the Supplier agrees to provide to the Buyer are not listed on the Website.
4.2 The price is INCLUSIVE OF VAT.
4.3 The total purchase price, including VAT, will either be displayed in the Buyer’s shopping cart if the Buyer is making a purchase through the Website; or will be displayed in an emailed quote to the Buyer if concerning a Bespoke Order.
4.4 After the order is received the Supplier shall confirm by email the details, description and price for the Goods together with information on the right to cancel if the Buyer is a Consumer.
4.5 The Supplier will issue a pro-forma invoice to the Buyer, including the Buyer’s Purchase Order number if applicable.
4.5 Where the Buyer has placed a Bespoke Order two pro-forma invoices will be issued; the first on receipt of the Bespoke Order which will be for the price of the materials to be used by the Supplier to create the Goods indicated in the Bespoke Order; the second, which will be for the balance due, will be submitted to the Buyer on completion of the Bespoke Order by the Supplier but prior to delivery of the Goods to the Buyer.
4.6. Payment of the price indicated in a pro-forma invoice including VAT must be made without deduction or set off before the Goods are despatched by the Supplier (or in the case of the first invoice for a Bespoke Order before the manufacture of the Goods are commenced by the Supplier); and in any event within 14 days of the pro-forma invoice being despatched by the Supplier to the Buyer.
4.7 Payment of the price indicated may be made by card payment or bank transfer; details of how to pay will be included on the pro-forma invoice.
4.8 Where applicable, if any payment is not paid on time or any payment is rejected or refused, the amount owing will be treated as overdue and the Supplier will be entitled immediately to cease or suspend the provision and or production of the relevant Goods until payment has been received.
4.9 Where applicable, the Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5% per annum above the base rate of Barclays Bank from time to time in force.
5. Performance
5.1 The Supplier shall despatch the Goods as confirmed to the Buyer, once the appropriate payment(s) has been made, in accordance with the Delivery and Despatch Notes currently in force.
5.2 The Supplier shall produce the Goods with reasonable skill and care.
6. Rights of Supplier
6.1 The Supplier reserves the right to periodically update prices on the Website, which cannot be guaranteed for any period of time. The Supplier shall make every effort to ensure prices are correct at the point at which the Buyer places an order.
6.2 The Supplier reserves the right to withdraw Goods from the Website at any time.
6.3 The Supplier shall not be liable to anyone for withdrawing Goods from the Website or for refusing to process an order.
7. Age of Consent
7.1 Where the Goods may only be purchased by persons of a certain age the Buyer will be asked when placing an order to declare that they are of the appropriate legal age to purchase the Goods.
7.2 If the Supplier discovers that the Buyer is not legally entitled to order certain Goods, the Supplier shall be entitled to cancel the order immediately, without notice.
8. Cancellation
8.1 Where the Buyer is a Consumer the Buyer has the right to cancel the Contract, by notice in writing, at any time before seven working days has passed from the day after the Contract was made. If, however, the Supplier starts to perform its side of the Contract with the agreement of the Buyer before the Buyer exercises this right to cancel, the right to cancel is lost and any payment due remains payable but will be refunded if the Goods are stock items displayed on price list on the Supplier’s website.
8.2 Where the Buyer is not a Consumer and the order is not a Bespoke Order then the Buyer may subsequently terminate this agreement as regards the order for the Goods by notice in writing at any time before despatch for any reason however an administration charge for the cancellation of an order will be levied by the Supplier of up to 15% of the value of the order to reflect the work which the Supplier had put into the meeting of the order and only the balance of the payment made will be refunded to the Buyer.
8.3 If the Buyer terminates a Bespoke Order after the issue and payment of the first pro-forma invoice (but prior to issue of the second pro-forma invoice) and manufacturing of the Bespoke Order has commenced then any payment due under the first pro-forma invoice (ie for the materials involved in the order) remains payable and will be non-refundable to the Buyer.
9. Limitation of Liability
9.1 Except as may be implied by law where the Buyer is dealing as a Consumer, in the event of any breach of these Terms and Conditions by the Supplier the remedies of the Buyer shall be limited to damages which shall in no circumstances exceed the price of the Goods and the Supplier shall under no circumstances be liable for any indirect, incidental or consequential loss or damage whatever.
9.2 Nothing in these Terms and Conditions shall exclude or limit the liability of the Supplier for death or personal injury resulting from the negligence of the Supplier or that of the Supplier’s agents or employees.
10. Waiver
No waiver by the Supplier (whether express or implied) in enforcing any of its rights under this agreement shall prejudice its rights to do so in the future.
11. Force Majeure
The Supplier 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, pandemic, fire or failure of any communications, telecommunications or computer system and the Supplier shall be entitled to a reasonable extension of its obligations.
12. Severance
If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.
13. Changes to Terms and Conditions
The Supplier shall be entitled to alter these Terms and Conditions at any time but this right shall not affect the existing Terms and Conditions accepted by the Buyer upon making a purchase.
Any re-order of Goods following a change in the Terms and Conditions will be subject to the Supplier’s then current Terms and Conditions.
14. Governing Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.