Terms & Conditions of Sale
These Conditions will apply to the purchase of the Products by you (the Buyer, referred to as ‘you’ or ‘your’ throughout). We are Cleanbake Limited, trading as American Pan® UK, a company registered in England and Wales under number 2607937 whose registered office is at 6-8 Seddon Place, Skelmersdale, Lancashire, WN8 8EB with email address email@example.com (the Seller, referred to as ‘us’ or ‘we’ or ‘our’ throughout). By ordering any of the Products, you undertake that you are eligible to enter into a Contract and that you agree to be bound by these Conditions.
Please read all of these Conditions. Any Order submitted by you to us will constitute an offer to purchase the Products in accordance with these Conditions. We can accept such an offer without further reference to you. This will create a legally enforceable contract between you and us for the supply of Products in accordance with these Conditions.
When registering to use the Website you must set up a username and password. You remain responsible for all actions taken under the chosen username and password and undertake not to disclose your username and password to anyone else and keep them secret.
We may contact you by using e-mail or other electronic communication methods and by pre-paid post and you expressly agree to this. For further information about how we process personal information in accordance with the Data Protection Regime in place in the European Union, please refer to our Privacy Statement.
Your attention is particularly drawn to the provisions of clause 10.
1.1 Definitions. In these Conditions, the following definitions apply:
- Business Day means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
- Buyer or you or your means the person or firm who purchases the Products from us.
- Carrier means the delivery company, agent or service that we charge with the transportation of ordered Products to Your Location.
- Conditions means the terms and conditions set out in this document as amended from time to time in accordance with clause 12.6.
- Contract means the contract between us and you for the sale and purchase of the Products in accordance with these Conditions.
- Force Majeure Event shall have the meaning in clause 11.
- Products means the products (or any part of them) set out in the Order.
- Order means your order for the Products as submitted via the Website.
- Order Confirmation shall have the meaning in clause 2.3.
- Seller or us or we or our means Cleanbake Limited, trading as American Pan™ UK, a company registered in England and Wales under number 2607937 whose registered office is at 6-8 Seddon Place, Skelmersdale, Lancashire, WN8 8EB with email address firstname.lastname@example.org.
- Specification means any special requirements requests or variations to the standard Product specification, in relation to the Products, contained in a specification for the Products, including any related plans and drawings, agreed in writing by the parties.
- Website means our website; www.metalbreadforms.com.
1.2 Construction. In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to writing or written includes faxes and emails, provided that emails to us are addressed to email@example.com.
2. Basis of sale and formation of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order, successfully, submitted by you via the Website using our online order process, constitutes an offer by you to purchase the Products in accordance with these Conditions. The order process is set out on the Website. Each step allows you to check and amend any errors before submitting the Order. You are responsible for ensuring that the terms of the Order and any applicable Specification submitted by you, are complete and accurate.
2.3 We may reject the Order for any reason and the Order shall only be deemed to be accepted by us when we issue an email to you, confirming the Order (Order Confirmation), at which point the Contract shall come into existence.
2.4 By placing an Order, you consent to our providing our acceptance of your offer by means of an email (i.e. the Order Confirmation).
2.5 You will receive the Order Confirmation within a reasonable time after submitting the Order.
2.6 You are responsible for ensuring that the Order Confirmation is complete and accurate and you must inform us immediately of any errors. We are not responsible for any inaccuracies in the Order and reflected in the Order Confirmation.
2.7 The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us, which is not set out in the Contract.
2.8 A quotation for the Products given by us shall not constitute an offer. A quotation shall only be valid for a period of 1 Business Day from its date of issue, unless we expressly withdraw it at an earlier time.
2.9 Any samples, drawings, descriptive matter, or advertising produced by us and any descriptions or illustrations contained on our Website, catalogues or brochures are produced for illustration only and for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force. There may be small discrepancies in the size and colour of the Products supplied.
3.1 The Products are as described on our Website, catalogues, brochures or other form of advertisement and are subject to availability.
3.2 To the extent that the Products are to be manufactured in accordance with your special requirements under a Specification supplied by you:
(a) you are responsible for ensuring that any information you supply in a Specification, is complete and accurate; and
(b) you shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by us in connection with any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with our use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 We reserve the right to amend and make changes to the:
4.1 Delivery shall be in accordance with FCA Free-Carrier Incoterms® rules 2010.
4.2 We shall ensure that:
4.3 We shall deliver the Products to the Carrier at our site and the Carrier will transport the Products to the location set out in the Order or such other location as the parties may agree (Your Location) at any time after we issue the Order Confirmation.
4.4 Delivery of the Products shall be completed on the transfer of the Products to the Carrier at our site.
4.5 We shall use commercially reasonable efforts to fill the Order and arrange for the Carrier to deliver the Products to Your Location in a timely manner. Without prejudice to the aforesaid, any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
4.6 We shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
4.7 If we fail to deliver the Products, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. We shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
4.8 If you fail to accept the Products from the Carrier on their arrival at Your Location within two Business Days of delivery then, except where such failure or delay is caused by a Force Majeure Event or our failure to comply with our obligations under the Contract, we shall store the Products until delivery takes place, and charge you for all related costs and expenses (including insurance).
4.9 If 10 Business Days after the day on which delivery was completed, you have still not accepted delivery of the Products, then we may resell or otherwise dispose of part or all of the Products.
4.10 You must notify us in writing of any shortages within twenty-four (24) hours of receipt and you must preserve the Products in tact in order that the alleged shortage may be verified. Failure to give such notice or to preserve the shipment in tact shall constitute acceptance and waiver of all claims for shortages by you.
4.11 You agree that we may deliver the Products by instalments. Each instalment shall constitute a separate Contract and we shall bear the cost such additional deliveries. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
5.1 We warrant that on delivery (as defined under clause 4.4) the Products shall:
(a) conform in all material respects with their description and any applicable Specification, and in the absence of any specific description, for example in relation to the products’ finish, in any manner we choose; and
(b) be free from material defects in design, material and workmanship.
5.2 In addition to the warranty set out at clause 5.1, we also warrant that the Products shall:
(a) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979 as amended) and fit for any purpose held out by the Supplier;
(b) be free from defects in design, material and workmanship and remain so under normal use and operating conditions for 3,000 bake releases or three years from delivery, whichever shall be the earlier; and
(c) comply with all applicable statutory and regulatory requirements relating to the manufacture, packaging, storage, handling and delivery of the Products (including being certified by the UK equivalents of the National Sanitation Foundation and complying with the requirements of the Food and Drug Administration Agency in relation to food contact).
5.3 In accordance with FCA Free-Carrier Incoterms® Rules 2010, any loss or damage to the Products in transit should be made to the Carrier promptly and not to us. We will have no liability for any loss of damage to the Products.
5.4 Subject to clause 5.6, if:
(a) you give notice in writing to us within a reasonable time of discovery (and no later than fourteen (14) Business Days following completion of delivery) that some or all of the Products do not comply with the warranty set out in clause 5.1 ;
(b) you do not use, alter or process the Products that you believe do not comply with the warranty set out in clauses 5.1 and/or 5.2;
(c) we or our nominated persons are given a reasonable opportunity of examining such Products; and
(d) you return such Products to our elected place of business at our cost,we shall, at your option, repair or replace the defective Products, or issue a credit for the price of the defective Products in full, less our reasonable stocking charges.
5.5 In the event that you elect for a refund of the price of the defective Products under clause 5.4, no refund shall be made by us to you until:
(a) we or our nominated persons have examined the Products; and
(b) the returned Products have arrived at our elected place of business and have been acknowledged as received by us.
5.6 We shall not be liable for any Products' failure to comply with the warranty set out in clauses 5.1 or 5.2 in any of the following events:
(a) you make any further use of such Products after giving notice in accordance with clause 5.4(a);
(b) the defect arises because you failed to follow our oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of us following any drawing, design or Specification supplied by you;
(d) you alter or repair such Products without our written consent;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Products differ from their description or from any Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.7 Except as provided in this clause 5, we shall have no liability to you in respect of the Products' failure to comply with the warranty set out in clauses 5.1 and 5.2.
5.8 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.9 These Conditions shall apply to any repaired or replacement Products supplied by us.
6. Risk and title
6.1 The risk in the Products shall pass to you on completion of delivery to the Carrier or at our Site.
6.2 Title to the Products shall not pass to you until we receive payment in full for the Products and any other Products that we have supplied to you in respect of which payment has become due, in which case title to the Products shall pass at the time of payment of all such sums.
6.3 Until title to the Products has passed to you, you shall:
(a) store the Products separately from all other Products held by the Buyer so that they remain readily identifiable as our property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
(c) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify us immediately if you become subject to any of the events listed in clause 9.2; and
(e) give us such information relating to the Products as we may require from time to time.
6.4 If before title to the Products passes to you, you become subject to any of the events listed in clause 9.2, then, without limiting any other right or remedy we may have, we may at any time:
(a) require you to deliver up all Products in your possession which have not been resold, or irrevocably incorporated into another product; and
(b) if you fail to do so promptly, enter any of your premises, or those of any third party where the Products are stored in order to recover them.
7. Price and payment
7.1 The price of the Products and any additional packaging, delivery or other charges (including costs and charges of insurance and carriage of the Products) shall be the price set out on our Website in force as at the date of the Order or such other price as the parties may agree in writing.
7.2 We may, by giving notice to you at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
(a) any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by you to change the delivery date(s), quantities or types of Products ordered, or the Specification; or
(c) any delay caused by any of your instructions or your failure to give us adequate or accurate information or instructions, the shortfall between the increased price of the Products, and the price paid by you during the order process, shall be invoiced to you by us and shall be paid within 60 Business Days of the date of the invoice.
7.3 The price of the Products is set out on our Website and is exclusive of amounts in respect of value added tax (VAT). These charges shall be added at the rate applicable at the time of the Order and will be visible during the order process, specifically at the check-out stage.
7.4 You must pay by submitting your credit or debit card details with your Order. Payment will become due immediately and we may take payment immediately or otherwise before the delivery of the Products.
7.5 Time for payment shall be of the essence.
7.6 We may at any time, without limiting any other rights or remedies it may have, set off any amount owing to us by you against any amount payable by us to you.
8. Cancellation and Returns
8.1 You may cancel any Order, provided that such cancellation is made:
(a) in accordance with the cancellation procedure set out at clause 8.2 below; and
(b) prior to shipment of the Products.
8.2 To exercise the right to cancel, you must follow the cancellation procedure by:
(a) informing us in writing of your decision to cancel, including a clear statement of your decision to cancel; and
(b) providing clear evidence of the date the cancellation right is exercised.
8.3 On cancellation of an Order in accordance with the cancellation procedure set out at clause 8.2 above, we will reimburse to you the payment made by you in association with the cancelled Order within fourteen (14) days following the date on which the cancellation was made
8.4 We will make the reimbursement using the same means of payment used in the cancelled Order. You will be responsible for any fees incurred as a result of such reimbursement.
8.5 Time for payment of any reimbursement under this clause 8 shall not be of the essence.
8.6 If you have received Products in connection with a cancelled Order, you must arrange for the return of these Products to 6-8 Seddon Place, Skelmersdale, Lancashire, WN8 8EB, without delay and in any event not later than 14 days from the day on which you communicate to us your cancellation of this Order. The deadline is met if you send back the Products before the period of 14 days has expired. You agree that you will have to bear the cost of returning the Products.
9. Termination and suspension
9.1 If you become subject to any of the events listed in clause 9.2, we may terminate the Contract with immediate effect by giving you written notice.
9.2 For the purposes of clause 9.1, the relevant events are:
(a) you suspend, or threaten to suspend, payment of your debts, or you are unable to pay your debts as they fall due or admit inability to pay your debts, or you are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986;
(b) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or makes a proposal for or enters into any compromise or arrangement with your creditors;
(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up;
(d) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you;
(e) the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver;
(f) any event occurs, or proceeding is taken, with respect to you, in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2(a) to clause (h) (inclusive);
(g) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(h) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
9.3 Without limiting its other rights or remedies, we may suspend provision of the Products under the Contract or any other contract between you and us if you become subject to any of the events listed in clause 9.2(a) to clause 9.2(h) or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.
9.4 On termination of the Contract for any reason you shall immediately pay to us, all of our outstanding unpaid invoices and interest.
9.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
9.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
10. Limitation of liability
10.1 Nothing in these Conditions shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Products Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
10.2 Subject to clause 10.1:
(a) we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products.
11. Force majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
12.1 Assignment and other dealings.
(a) We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights or obligations under the Contract.
(b) You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract without our prior written consent.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
12.6 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by us.
12.7 Governing law, Jurisdiction and dispute resolution.
(a) 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.
(b) 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 this Contract or its subject matter or formation (including non-contractual disputes or claims).
(c) If any dispute arises in connection with this agreement, the parties agree to enter into mediation to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. The commencement of mediation shall not prevent the parties commencing or continuing court or arbitration proceedings in relation to the Dispute under clause (b) which clause shall apply at all times.