These terms and conditions outline the agreement between Jenkins Emporium Ltd and you, the Customer, regarding the supply of Goods. To proceed with an order, you must indicate your acceptance of these terms and conditions by checking the box located at the bottom of our order form. Failure to check this box will result in the inability to place an order through our Website.
1. Interpretation
1.1 It facilitates clarity for both parties if we define specific terms used within these terms and conditions at the outset. For ease of reference, any words listed below shall bear the following meanings whenever encountered in these Conditions. To ensure transparency, these terms are highlighted through the use of capital letters, sparing you the need to summon the grammar police for suspected capitalization infractions!
Business Day: Any day other than a Saturday, Sunday, or public holiday in England when banks in London are operational.
Jenkins Emporium Ltd: Refers to us, the supplier of the Goods available for sale on our Website, often denoted as “we,” “us,” or “our” throughout this document, unless context dictates otherwise. We are a company registered in England and Wales under company number 15438625, with our registered office located at Chandlers House, 38 old London Road, KT2 6QF, England.
Conditions: Denotes this set of terms and conditions, subject to potential adjustments as outlined in Clause 12 below.
Contract: Signifies the agreement between us and you for the sale and purchase of our Goods in accordance with these Conditions.
Courier: Refers to the delivery company, the entity contracted by us for the delivery of the Goods.
Customer: Refers to you, the individual or entity identified in the Order who acquires the Goods from us.
Delivery Date: Holds the significance outlined in clause 4.6.
Force Majeure Event: Fear not, this is elucidated in straightforward terms within clause 10.
Goods: Signifies the goods (or any portion thereof) detailed in the Order.
Order: Represents your request for the Goods, as delineated in your purchase order form.
Website: Refers to www.jenkinsemporium.co.uk
1.2 When we mention legislation, we’re also encompassing all subordinate legislation (rules and regulations) established under or pursuant to that legislation. This coverage extends to instances where the original legislation cited by us is superseded by new legislation serving the same purpose.
1.3 Phrases introduced by terms like including, include, in particular, or similar expressions signify examples without limitation to the subsequent content.
1.4 Any reference to writing or written encompasses emails and other forms of electronic communication.
II. Basis of Contract
2.1 These Conditions constitute the terms governing our Contract with you. They do not incorporate any terms that are or may have been implied by trade, custom, practice, or course of dealing.
2.2 The Order represents your offer to purchase our Goods in accordance with these Conditions. It is your responsibility to ensure that the terms of the Order are accurate and complete.
2.3 Your Order is deemed accepted only upon our dispatch of a written acceptance of the Order, along with an estimated delivery date. Upon acceptance of your Order, the Contract comes into effect.
2.4 You have the option to update your order within 24 hours by contacting us at jeremy@jenkinsemporium.co.uk. After this period, we may be unable to accommodate changes, and any alterations requested may incur charges.
2.5 The Contract constitutes the entire agreement between us. You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty made or given by us or on our behalf that is not expressly set out in the Contract.
2.6 Any samples, drawings, descriptions, or advertising provided by us, as well as any descriptions or illustrations found in our catalogues or brochures, are intended to provide an approximate representation of the Goods described. They do not form part of the Contract or carry any contractual weight.
2.7 The prices presented or displayed on the Website do not constitute an offer or the final price. Any quotation provided is valid for a period of 20 Business Days from the date of issuance.
III. The goods
3.1 The Goods are outlined in the corresponding product list, which we furnish upon your request or display on the Website.
3.2 We reserve the right to modify the specifications of the Goods if mandated by law.
IV. Delivery
4.1 Upon placing an order with us, each delivery of your Goods will be accompanied by a detailed delivery note. This note includes the Order date, relevant reference numbers, type and quantity of Goods (including applicable code numbers), any special storage instructions, and, if applicable, details of outstanding balances for Goods to be delivered in instalments.
4.2 We will coordinate the delivery of the Goods to the Delivery Location specified in the Order or any alternative location subsequently agreed upon between us. This delivery occurs before we notify you of dispatch to the Courier.
4.3 Delivery of the Goods is considered complete upon their arrival at your designated Delivery Location.
4.4 While we strive to adhere to indicated delivery dates, any dates provided are approximate. We bear no liability for delays in delivery resulting from Force Majeure Events, inadequate instructions from you, or any other relevant instructions pertaining to Goods supply.
4.5 In the event of non-delivery, our liability is limited to reimbursing you for costs and expenses incurred in procuring replacement goods of similar description and quality, minus the original Goods price. We hold no liability for non-delivery attributed to Force Majeure Events or your failure to provide adequate delivery instructions.
4.6 Should you fail to accept delivery within 3 Business Days after our dispatch notification, unless due to Force Majeure Events or our Contract obligations, delivery shall be deemed completed by 5:00 pm on the third Business Day post-dispatch (“Delivery Date”).
4.7 Occasionally, Goods may be delivered in instalments. In such cases, each instalment is invoiced and paid for separately, constituting a distinct Contract. Delays or defects in one instalment do not warrant cancellation of subsequent instalments.
4.8 While we will make every effort to ship your chocolate when temperatures are suitable to ensure optimal quality, we cannot be held responsible if the chocolate arrives melted. We recommend that you check the temperature at the shipping destination before placing your order. By placing an order, you acknowledge and accept this risk. We appreciate your understanding and support.
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V. Returns and quality
5.1 We guarantee, or in legal terms “warrant,” that upon delivery, the Goods shall:
5.1.1 Conform with their description. 5.1.2 Be free from any material defects. 5.1.3 Conform to any pre-contract information provided by us.
5.2 Provided in clause 5.4, if:
5.2.1 You notify us in writing within 30 calendar days of delivery that some or all of the Goods do not comply with anything in clause 5.1. 5.2.2 We are given a reasonable opportunity to examine such Goods. 5.2.3 You, upon our request, return such Goods to our place of business (at our expense), we shall replace the defective Goods or refund the price of the defective Goods in full.
5.3 If, as per 5.2, you notify us beyond the required 30 calendar days’ notice, we may, entirely at our discretion, opt to replace the defective Goods, refund the price of the defective Goods in full, or take no action at all.
5.4 We are not liable for Goods’ failure to comply with the promises outlined in clause 5.1 under the following circumstances:
5.4.1 You continue using the Goods after providing notice under 5.2. 5.4.2 The defect arises due to your failure to follow our instructions regarding Goods storage or good trade practice. 5.4.3 The defect arises from your deliberate damage, negligence, or abnormal storage or working conditions. 5.4.4 The Goods differ from their description due to changes made by us to ensure compliance with applicable statutory or regulatory requirements.
5.5 Apart from clause 5, we have no liability to you regarding the Goods’ failure to comply with the promises stated in clause 5.1.
5.6 In line with consumer legislation, certain goods are exempt from the standard 14-day cancellation right. As our products are perishable food items, you do not have the right to cancel or return your Order simply because you change your mind. This does not affect your statutory rights in relation to faulty, damaged or misdescribed products, for which you remain entitled to a refund or replacement.
VI. Title and risk
6.1 In this clause, ‘Risk’ refers to the risk of any loss or damage to the Goods, while ‘Title’ denotes the legal ownership of the Goods.
6.2 The Risk in the Goods transfers to you once the Courier takes possession of the Goods.
6.3 Title to the Goods remains with us until we receive full payment (in cash or cleared funds) for the Goods.
6.4 Until Title to the Goods is transferred to you, you must:
6.4.1 Store the Goods separately from all other goods in your possession to maintain their clear identification as our property. 6.4.2 Avoid removing, defacing, or obscuring any identifying marks or packaging on or relating to the Goods. 6.4.3 Maintain the Goods in satisfactory condition and insure them against all risks for their full price from the date of delivery. 6.4.4 Notify us promptly if you become subject to any events listed in clause 8.2. 6.4.5 Provide us with any information relating to the Goods as may be required from time to time.
VII. Price and Payment
7.1 The price of the Goods shall correspond to the price indicated in the Order.
7.2 We reserve the right to adjust the price of the Goods by notifying you prior to delivery. This adjustment may reflect any increase in the cost of the Goods due to:
7.2.1 Factors beyond our control, including foreign exchange fluctuations, tax and duty hikes, and rises in labor, material, and manufacturing expenses. 7.2.2 Your request to modify delivery dates, quantities, or types of Goods ordered. 7.2.3 Delays caused by your instructions or inadequate or inaccurate information provided by you.
7.3 The price of the Goods covers packaging costs but excludes delivery charges, which will be outlined in the Order and invoiced accordingly. More details on delivery and possible changes can be found here.
7.4 The price of the Goods quoted online includes VAT.
7.5 Payment is required before order completion if placed through the Website.
7.6 For all other orders, payment must be made in full and cleared funds within 14 days of the invoice date. Payment should be remitted to the bank account specified alongside your invoice.
7.7 Failure to make payment by the due date incurs interest on the overdue amount at a rate of 8% per annum above the Bank of England’s base rate. This interest accrues daily from the due date until the overdue amount is settled and is payable along with the overdue amount.
7.8 You are obligated to pay all amounts due under the Contract in full, without any deductions, except those mandated by law.
VIII. Termination and suspension
8.1 If you encounter any of the events listed in clause 8.2, we reserve the right to terminate the Contract immediately by providing written notice.
8.2 For the purposes of clause 8.1, the relevant events include:
8.2.1 Suspending or threatening to suspend payment of any debts, being unable to pay debts as they become due, admitting an inability to pay debts (if you are a company, limited liability partnership, or partner in a partnership), within the meaning of section 123 of the Insolvency Act 1986. 8.2.2 Suspending, threatening to suspend, ceasing, or threatening to cease a substantial part of your business. 8.2.3 Experiencing a deterioration in your financial position to the extent that you are unable to meet your obligations under these Conditions. 8.2.4 Taking any step or action in connection with your company entering administration, liquidation, or any other arrangement with creditors, being wound up, having a receiver appointed over any of your assets, or ceasing business operations.
8.3 In addition to our other rights or remedies, we may suspend further delivery of the Goods under the Contract or any other contract between us if you become subject to any of the events listed in clause 8.2.1 to 8.2.4.
8.4 Similarly, we may suspend further delivery if we reasonably believe you are about to encounter any of the events listed in 8.2.1 to 8.2.4, or if you fail to pay any amount due under this Contract by the due date.
8.5 Upon termination of the Contract for any reason, you are immediately obligated to settle the outstanding balance on all invoices and any accrued interest.
8.6 Termination of the Contract, regardless of the circumstances, shall not affect any accrued rights, remedies, obligations, or liabilities of the parties at the time of termination.
8.7 Clauses explicitly or implicitly surviving termination of the Contract shall remain in full force and effect.
IX. Limitation of liabilty
9.1 These Conditions do not restrict or exclude our liability for:
9.1.1 Death or personal injury resulting from our negligence, or that of our employees or agents. 9.1.2 Fraud or fraudulent misrepresentation. 9.1.3 Breach of the terms implied by section 12 of the Sale of Goods Act 1979 (pertaining to our legal right to sell the Goods). 9.1.4 Defective products we inadvertently supplied, protected under the Consumer Protection Act 1987. 9.1.5 Any other matter where excluding or limiting liability would be unlawful.
9.2 However, subject to clause 9.1:
9.2.1 We shall not, under any circumstances, be liable to you, whether in contract, tort (including negligence), breach of legal duty, or otherwise, for any loss of profit or any indirect or consequential loss arising under or in connection with the Contract. 9.2.2 Our total liability to you for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of legal duty, or otherwise, shall not exceed the price of the Goods.
X. Force majeure
10.1 Neither party shall be held liable for any failure or delay in fulfilling its obligations under the Contract to the extent that such failure or delay is due to a Force Majeure Event.
10.2 A Force Majeure Event refers to any event beyond a party’s reasonable control, which, by its nature, could not have been predicted or, if foreseeable, was unavoidable. This includes various potential occurrences such as:
10.2.1 Strikes, lockouts, or other industrial disputes involving our own or a third party’s workforce. 10.2.2 Failure of energy sources or transport networks. 10.2.3 Acts of God, war, terrorism, riots, intervention by civil or military authorities, equipment breakdowns, or contamination by nuclear, chemical, or biological substances. 10.2.4 Any other natural disasters.
XI. Assignement
11.1 Throughout the Contract and any subsequent agreements, we reserve the right to transfer or otherwise handle any or all of our rights or obligations as we see fit to facilitate Contract fulfillment.
11.2 However, your obligations and rights during the Contract and any subsequent agreements are non-transferable and will remain solely your responsibility throughout the duration of the Contract.
XII. Variation
12.1 Unless specified otherwise in the Contract, any alterations you seek to make to the Contract must be approved in writing by us.
12.2 On occasion, we may need to modify the Contract due to commercial, legal, or external factors beyond our influence. While your consent is not mandatory for these adjustments, you will receive notification of any changes we implement.
XIII. Waiver
13.1 Should either party intend to relinquish any rights under the Contract or by law (i.e., waive such rights), this can only be accomplished through written notification to the other party. However, any waiver provided shall not be considered a waiver of subsequent breaches or defaults.
13.2 Failure or delay by either party to enforce any rights or remedies stipulated under these Conditions or by law does not signify a waiver by that party. Such rights and remedies remain in effect notwithstanding the failure or delay in enforcement.
XIV. Severance
14.1 In the event that the Contract is or becomes invalid, illegal, or unenforceable for any reason, it will be adjusted to the minimum extent required to render it valid, legal, and enforceable.
14.2 If such modification proves to be impracticable, the relevant portion shall be considered void. However, the removal of any portion shall not render the remainder of the Contract invalid or unenforceable.
14.3 If either party notifies the other of the potential invalidity, illegality, or unenforceability of any part of the Contract, both parties will engage in good-faith negotiations to amend said part. The objective will be to ensure that, as amended, the Contract remains valid, legal, and enforceable.
XV. Notices
15.1 Any notification or communication pertaining to the Contract, directed to either party, must be in written form and sent to the party’s registered office (if a company) or residential address (if an individual). It can also be transmitted via prepaid first-class post, next working day delivery service, commercial courier, fax, or email.
15.2 A notification or communication is considered received as follows: if delivered in person, upon being left at the specified address; if sent via prepaid first-class post or next working day delivery service, at 9:00 am on the second Business Day following posting; if dispatched by commercial courier, upon the signing of the courier’s delivery receipt; or if sent by fax or email, one Business Day after being sent.
15.3 The notification procedures outlined in this clause do not pertain to the service of legal proceedings or other documents in any legal action.
XVI. Third Parties
16.1 Any individual who is not a party to the Contract does not possess the authority to enforce its provisions.
XVII. Governing law
17.1 The Contract, along with any disputes or claims arising from or related to it, shall be governed solely by the laws of England and Wales.
XVIII. Jurisdiction
18.1 We mutually consent that the courts of England and Wales shall hold exclusive jurisdiction to resolve any disputes or claims arising from or related to the Contract, its subject matter, or formation.
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