Green + Grainy contract manufacture Terms of Supply
CONTRACT MANUFACTURING TERMS AND CONDITIONS
DEFINITIONS AND INTERPRETATION
1.1 Definitions
Business Day: A day (other than a Saturday, Sunday or public holiday) when banks in England are open for business.
Conditions: these terms and conditions.
Contract: the contract between the Supplier and the Customer for the supply of Bespoke Goods and/or Fulfilment Services in accordance with these Conditions.
Customer: the person or firm who purchases the Bespoke Goods and/or Fulfilment Services from the Supplier, also referred to as "You", "Your".
Supplier: Green & Grainy Limited (registered in England and Wales with company number 08775409), also referred to as "We", "Us", "Our".
Bespoke Goods: any product manufactured or assembled to the Customer's specification and not otherwise available for sale by the Supplier to other customers.
Fulfilment Services: any optional services relating to storage, packaging, and dispatch of the Customer’s goods directly to third parties or end customers.
Force Majeure Event: an event or circumstance beyond a party's reasonable control.
Order: the Customer's order for the Bespoke Goods and/or Fulfilment Services, as set out in whatever written form confirming such order and which shall have been agreed and accepted by the Supplier (acting in its sole discretion).
Specification: any specification for the Bespoke Goods agreed in writing by the Customer and the Supplier.
1.2 Interpretation: (a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under it. (b) Any phrase introduced by terms such as "including", "in particular" or similar shall not limit the generality of the preceding words. (c) A reference to writing or written includes email.
BASIS OF CONTRACT
2.0 These terms and conditions apply only where the Customer is acting in the course of a business and not as a consumer. 2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. These Conditions shall apply notwithstanding any conflicting terms in the Customer’s purchase orders, specifications, or other documents, unless explicitly agreed in writing by the Supplier in advance of the Order being agreed and paid. 2.2 A quotation for Bespoke Goods or Fulfilment Services given by the Supplier does not constitute an offer. The Order shall only be deemed accepted when the Supplier issues written confirmation of acceptance. 2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any representations or assurances not set out in the Contract. 2.4 No variation of the Contract shall be effective unless it is in writing and signed by both parties or their authorised representatives.
PRODUCT SPECIFICATION
3.1 Bespoke Goods shall conform to the Specification agreed in writing during the onboarding process. 3.2 It is the Customer’s responsibility to ensure that the Specification is complete and accurate. Any changes must be agreed in writing. 3.3 The Supplier reserves the right to make minor technical adjustments to the Bespoke Goods to comply with applicable laws or improve performance, provided such changes do not materially affect quality or function.
QUALITY AND INSPECTION
4.1 The Supplier warrants that on delivery, the Bespoke Goods shall conform in all material respects with the Specification. 4.2 The Supplier shall not be liable for any failure of the Bespoke Goods to comply with the warranty in clause 4.1 if: (a) the Customer makes further use of the Bespoke Goods after giving notice of a defect; (b) the defect arises because the Customer failed to follow the Supplier’s storage or handling instructions; (c) the Customer alters or modifies the Bespoke Goods; (d) the defect arises from Customer-supplied materials or specifications; (e) the failure results from fair wear and tear, misuse, negligence, or abnormal storage conditions.
INGREDIENTS, LABELLING & COMPLIANCE
5.1 The Supplier will provide ingredient and allergen information for Bespoke Goods based on information available at the time of production. The supplier will not provide nutritional information or calculations. 5.2 Where the Customer resells the Bespoke Goods under their own brand or packaging, the Customer is solely responsible for ensuring full compliance with applicable labelling, advertising, and food safety laws including Natasha’s Law. 5.3 The Supplier accepts no responsibility for the accuracy or legality of Customer-provided label content, claims, or branding.
PLACING AN ORDER
6.1 All orders must be made in writing and include full product specification, packaging preferences, delivery instructions and requested delivery timeline. 6.2 Orders will only be accepted once payment is received in full and confirmed by the Supplier. 6.3 The Supplier is not obligated to accept any order and reserves the right to refuse orders without liability.
PRICE AND PAYMENT
7.1 All prices are exclusive of VAT, transport, postage, and storage unless otherwise stated. 7.2 Prices quoted for Bespoke Goods are valid for 30 days. The Supplier may adjust prices with reasonable notice to reflect changes in input costs. 7.3 All orders must be paid in full before production commences. No credit terms apply unless agreed in writing. 7.4 Interest is charged on overdue sums at 8% per annum above Barclays Bank plc base rate. Compensation and recovery costs may be claimed under the Late Payment of Commercial Debts (Interest) Act 1998. 7.5 The Customer shall not withhold or offset any amounts unless required by law.
DELIVERY
8.1 Lead times for production will be confirmed once payment has cleared. Delivery dates are estimates only. Time is not of the essence. 8.2 Delivery is complete when the Bespoke Goods are delivered to the address agreed in the Order. 8.3 The Supplier shall not be liable for any delay caused by Force Majeure, courier failure, or Customer omissions. 8.4 The Supplier may deliver Bespoke Goods in installments, which may be invoiced separately. 8.5 All orders will be sent using a tracked and insured delivery service.
STORAGE AND FULFILMENT SERVICES
9.1 Where the Supplier provides storage, all goods shall be stored at the Customer’s risk beyond the delivery date. 9.2 Storage is billed monthly in advance. Fulfilment and postage are billed monthly in arrears. 9.3 The Supplier is not responsible for managing Customer stock levels and ordering decisions unless otherwise agreed in writing.
RETURNS AND NON-CONFORMITIES
10.1 Bespoke Goods are non-refundable once production has started. 10.2 The Customer must notify the Supplier within 24 hours of delivery if the Bespoke Goods do not conform to the Specification. Supporting photographic evidence is required. 10.3 If no notification is received within 24 hours, the Bespoke Goods are deemed accepted. 10.4 Refunds, credits or replacements are at the Supplier’s sole discretion outside of the above circumstances.
TITLE AND RISK
11.1 Title and risk in the Bespoke Goods passes to the Customer upon delivery.
LIMITATION OF LIABILITY
12.1 Nothing in these Conditions limits or excludes the Supplier’s liability for death or personal injury caused by its negligence, fraud, or any liability that cannot be excluded by law. 12.2 Subject to clause 12.1: (a) the Supplier shall not be liable for any indirect, special, or consequential loss; (b) the Supplier’s total liability shall not exceed the amount paid for the Bespoke Goods in question.
INTELLECTUAL PROPERTY
13.1 The Supplier retains all intellectual property in its formulations, methods, and manufacturing processes. 13.2 The Customer retains ownership of any IP in materials it provides, such as formulations, methods, and manufacturing processes, brand names, logos, and label artwork. 13.3 Neither party shall use the other’s intellectual property without prior written consent.
CONFIDENTIALITY
14.1 Each party undertakes not to disclose any confidential business or technical information shared during the course of the Contract, unless required by law.
TERMINATION
15.1 Either party may terminate the Contract with immediate effect if: (a) the other party commits a material breach and fails to remedy it within 14 days; (b) the other party becomes insolvent or ceases trading. 15.2 On termination, the Customer shall pay all outstanding invoices immediately.
FORCE MAJEURE
16.1 Neither party shall be liable for failure to perform its obligations due to events outside its reasonable control (a Force Majeure Event).
DISPUTES
17.1 The parties will first attempt to resolve disputes in good faith by written communication. 17.2 If unresolved, the parties agree to submit to the exclusive jurisdiction of the English courts.
GENERAL
18.1 Notices must be given in writing to the recipient’s registered office or trading address. 18.2 The Customer may not assign or transfer any rights under this Contract without prior written consent. 18.3 If any provision is held to be invalid, the rest of the Contract remains effective. 18.4 The Contract is governed by English law and subject to the exclusive jurisdiction of the courts of England and Wales.
If you have any questions about these terms, please contact: hello@greenandgrainy.co.uk