TERMS AND CONDITIONS OF SALE (B2B) - Imperials Trading LTD

Website: https://imperialscoffee.co.uk/ Company Name: Imperial Trading Ltd. (referred to as “We“, “Us“, “Our“, or the “Seller“) Registered Office Address: Suite S 7 Rays House, North Circular Road, London, United Kingdom, NW10 7XP Company Number: 11749974 Company Type: Private limited Company

These Terms and Conditions (“Conditions”) apply to the sale of Goods (coffee, related products, or equipment) by the Seller to a business customer (referred to as the “Buyer” or “You“). By placing an Order, You confirm that You are a business and that You accept these Conditions.

1. Interpretation and Basis of Sale

1.1. Definitions:

Contract: The legally binding agreement between the Seller and the Buyer for the sale and purchase of the Goods, incorporating these Conditions.
Goods: The coffee beans, equipment, or related products ordered by the Buyer and supplied by the Seller.
Order: The Buyer’s formal request for the Goods, whether placed via the website, email, or a formal purchase order.
Business Day: A day other than a Saturday, Sunday, or public holiday in England, when banks are open for business.

1.2. Application: These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

1.3. B2B Contract: By placing an Order, You confirm that You are purchasing Goods for use in a business, and not as a consumer. Consumer protection legislation does not apply to this Contract.

2. Orders and Contract Formation

2.1. Order Acceptance: An Order placed by the Buyer constitutes an offer to purchase the Goods in accordance with these Conditions. The Order shall only be deemed accepted when the Seller issues a written acceptance of the Order (an Order Confirmation), at which point the Contract shall come into existence. 2.2. Cancellation: Once an Order Confirmation is issued, the Buyer cannot cancel the Order except with the Seller’s express written consent and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs, and expenses incurred by the Seller as a result of the cancellation. 2.3. Minimum Order: The Seller reserves the right to set and adjust minimum order quantities or values, which may be specified on the website or in a Quotation.

3. Goods, Pricing, and Payment

3.1. Goods Description: Any samples, drawings, descriptive matter, or advertising on the website are for illustrative purposes only. We make every reasonable effort to ensure accuracy, but they do not form part of the Contract. The quality and specification of the Goods are those set out in the Order Confirmation. 3.2. Pricing: The price of the Goods shall be the price set out in the Order Confirmation or, if no price is specified, the price set out in the Seller’s published price list in force at the date of the Order. All prices are exclusive of VAT (Value Added Tax) and other duties unless otherwise stated. 3.3. Payment Terms:

New Buyers: Payment may be required in full before processing and shipping the first Order.
Approved Buyers: Payment shall be made within [Insert standard period, e.g., 30 days] of the date of the invoice, unless otherwise agreed in writing. 3.4. Late Payment: If the Buyer fails to make any payment by the due date, the Seller shall be entitled to:
Suspend all further deliveries of Goods.
Charge interest on the overdue amount at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, plus any applicable compensation, calculated daily until payment is made in full.

4. Delivery, Risk, and Title

4.1. Delivery: Delivery dates are estimates only and time for delivery is not of the essence. The Seller shall not be liable for any delay in delivery caused by a Force Majeure Event or the Buyer’s failure to provide adequate delivery instructions. 4.2. Risk: The risk of damage to or loss of the Goods shall pass to the Buyer on completion of delivery at the delivery location specified in the Order. 4.3. Title (Retention of Title): Title to the Goods shall not pass to the Buyer until the Seller receives payment in full (in cleared funds) for the Goods and any other goods or services that the Seller has supplied to the Buyer.

Until title passes, the Buyer must hold the Goods on a fiduciary basis as the Seller’s bailee and keep the Goods separate from all other goods belonging to the Buyer or any third party.
If payment is overdue, the Seller may require the Buyer to deliver up the Goods and, if the Buyer fails to do so, may enter any premises of the Buyer or a third party where the Goods are stored to recover them.

5. Quality, Inspection, and Returns

5.1. Quality: The Seller warrants that on delivery, the Goods shall conform in all material respects with their description and be of satisfactory quality. 5.2. Inspection: The Buyer must inspect the Goods immediately upon delivery. 5.3. Claims: If the Buyer observes that the Goods are damaged or not what was Ordered, the Buyer must notify the Seller in writing within 48 hours of delivery. The notice must detail the nature of the damage or defect. Failure to notify the Seller within this time limit shall constitute a waiver of any claim for non-conformance that would have been apparent on inspection. 5.4. Remedy (B2B): If the Goods prove to be defective and the Buyer has complied with the notification requirements, the Seller’s liability is limited to, at its sole discretion, either:

Replacing the defective Goods; or
Issuing a credit note or refund for the price of the defective Goods.

6. Limitation of Liability

6.1. Exclusions: Nothing in these Conditions limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence or fraud/fraudulent misrepresentation. 6.2. Limitation: Subject to Clause 6.1:

The Seller shall not be liable to the Buyer for any indirect or consequential loss, or for any loss of profit, loss of business, loss of anticipated savings, or loss of reputation arising under or in connection with the Contract.
The Seller’s total aggregate liability to the Buyer for all other losses arising under or in connection with the Contract shall not exceed 100% of the total price paid by the Buyer for the Goods to which the claim relates.

7. Use of the Website and Intellectual Property

7.1. Website Use: The Buyer agrees not to use the website for any illegal or unauthorised purpose, including attempting to gain unauthorised access to the website or its systems. 7.2. Intellectual Property (IP): All intellectual property rights in the website content, brand names, logos (including the flag logo mentioned in your review), and product images are owned by Imperial Trading Ltd. or its licensors. The Buyer is granted a non-exclusive, non-transferable license to use the Seller’s names and logos solely in connection with the resale of the Goods, provided such use maintains the quality and goodwill of the Seller’s brand. 7.3. Resale Conditions: [Crucial Clause for B2B] The Seller reserves the right to impose reasonable conditions on the resale of the Goods, including (but not limited to) maintaining a minimum retail price (RRP) or restricting online sales without express prior written consent. The Seller may terminate supply if these conditions are contravened.

8. General

8.1. Governing Law and Jurisdiction: The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract. 8.2. Entire Agreement: This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings, whether written or oral, relating to its subject matter. 8.3. Amendments: The Seller reserves the right to amend these Conditions at any time. The Buyer is bound by the Conditions in force at the time the Order is accepted.