These Conditions govern every order Sun & Spice Ltd accepts from a trade customer. They are the standard wholesale terms of sale used in our trading relationship with you. If you place an order with us, you agree that these Conditions apply to that order and to any future order between us, unless we have signed a separate written agreement that overrides them.
The Conditions are written for business buyers. They are not consumer terms. The Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply to trade purchases from us. Trade buyers acting in the course of a business should read the document in full before placing an order. If your procurement team needs to negotiate specific clauses, contact us before the order is placed.
1. Definitions and interpretation
1.1 In these Conditions:
"Buyer" means the trade customer named in the Order.
"Conditions" means the terms and conditions of sale set out in this document, as amended in writing from time to time.
"Contract" means the agreement between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
"Force Majeure Event" has the meaning given in clause 12.
"Goods" means the spices, blends, coconut products, teas, related foodstuffs and any other products that the Seller agrees to supply to the Buyer under the Contract.
"Order" means the Buyer's offer to purchase Goods from the Seller, whether placed by email, ordering portal, telephone confirmed in writing, written purchase order, or any other means agreed in writing.
"Seller" means Sun & Spice Ltd, a company incorporated in England and Wales.
"Specification" means the written specification for the Goods agreed between the parties, including any technical data sheet, product specification document, label artwork, or quality specification.
"Working Day" means any day other than a Saturday, Sunday, or public holiday in England and Wales.
1.2 A reference to a statute or statutory provision is a reference to that statute or provision as amended, extended, or re-enacted from time to time, and includes all subordinate legislation made under it.
1.3 The headings in these Conditions are for convenience only and do not affect their interpretation.
1.4 Any phrase introduced by the terms "including", "include", "in particular" or any similar expression is illustrative and does not limit the sense of the words preceding those terms.
2. Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or that are implied by trade, custom, practice, or course of dealing.
2.2 The Buyer's purchase order, order acknowledgement, specification document, or any similar document from the Buyer does not form part of the Contract unless the Seller has expressly agreed in writing that it does. The Seller's acknowledgement of receipt of an order, whether automated or otherwise, is not an acceptance of any contrary terms contained in or referenced by that order.
2.3 No variation of these Conditions binds the Seller unless agreed in writing and signed by a director or other duly authorised representative of the Seller.
3. Orders, quotations and acceptance
3.1 Any quotation given by the Seller is valid for a period of 30 days from the date of issue, unless the quotation states a different validity period or is withdrawn earlier in writing.
3.2 An Order constitutes an offer by the Buyer to purchase the Goods on these Conditions. The Buyer is responsible for ensuring that the Order, including any applicable Specification, is complete and accurate.
3.3 A Contract is formed only when the Seller issues a written acceptance of the Order or dispatches the Goods, whichever is earlier. The Seller may decline an Order in whole or in part, including where the products requested are unavailable, where the Buyer's account is in arrears, or where the Seller reasonably believes that the Buyer is not acting in the course of a bona fide trade.
3.4 The Buyer may not cancel a confirmed Order except with the Seller's written agreement. Where the Seller agrees to a cancellation, the Buyer remains liable for any costs reasonably incurred by the Seller before cancellation, including raw-material commitments, third-party processing fees, packaging, freight already booked, and a reasonable contribution to overheads.
3.5 Orders for bespoke, custom-ground, custom-blended, private-label, or any other Goods produced or labelled to the Buyer's Specification are non-cancellable and non-returnable from the moment the Seller confirms the Order. Approval of label artwork or a product Specification by the Buyer constitutes acceptance of the resulting Goods, subject only to the Seller's compliance with that Specification.
4. Specifications, samples and tolerances
4.1 Samples supplied by the Seller are illustrative only. They are not contractual unless an individual sample has been signed off in writing by both parties as a reference standard for that Order.
4.2 The Seller may vary the Specification for any Goods if the variation does not materially affect the quality, performance, or food-law compliance of the Goods, or if the variation is required to comply with any applicable statutory or regulatory requirement.
4.3 Where the Goods are agricultural products, the parties acknowledge that natural variation in colour, aroma, moisture, oil content, granulometry, and other organoleptic and analytical characteristics is inherent to the product. The Seller's compliance with the Specification is assessed against the agreed tolerances or, where no tolerance is stated, against the customary tolerances for the product category.
4.4 Where the Goods are sold by description or by reference to a sample, the Buyer acknowledges that minor differences between batches are inherent to the product and do not constitute a defect.
5. Price, VAT and price variation
5.1 The price for the Goods is the price set out in the Seller's quotation or, if no quotation has been issued, the Seller's published price list current on the date the Order is accepted. All prices are quoted in pounds sterling.
5.2 Prices are exclusive of VAT, duties, and any other applicable taxes, which are payable by the Buyer in addition at the prevailing rate. Prices are also exclusive of carriage and insurance unless expressly stated to include them.
5.3 The Seller may, at any time before dispatch of the Goods, revise the price to reflect any increase in the cost of the Goods that arises from a Force Majeure Event, a change in raw-material cost, a change in foreign-exchange rates, a change in duties or taxes, or a request by the Buyer to alter delivery dates, quantities, or Specification.
5.4 The Seller may correct any clerical or arithmetic error in a quotation or invoice. The Buyer agrees that such corrections do not amount to a breach of the Contract.
6. Payment terms, late payment and set-off
6.1 Payment terms are net 30 days from the date of the Seller's invoice, unless the Seller has agreed different terms in writing for the relevant Order. New trade accounts and accounts that have exceeded their credit limit are supplied on a pro-forma basis until a credit account has been opened and credit limits agreed.
6.2 Time of payment is of the essence. The Buyer must pay all invoices in full, in cleared funds, without set-off, counterclaim, deduction or withholding except as required by law.
6.3 If the Buyer fails to make any payment due to the Seller by the due date, the Seller may, without limiting its other rights or remedies:
(a) charge interest on the overdue sum at the rate prescribed under the Late Payment of Commercial Debts (Interest) Act 1998, which is 8 percentage points above the Bank of England base rate from time to time, calculated daily from the due date until payment in full, whether before or after judgment;
(b) recover compensation for the cost of collection under section 5A of that Act (currently £40, £70 or £100 depending on the size of the debt);
(c) recover all reasonable costs of collecting the debt, including legal fees and the fees of any debt-recovery agent instructed;
(d) suspend further dispatches to the Buyer until the overdue amount has been paid in full;
(e) require pro-forma payment for all subsequent Orders;
(f) withdraw any credit terms previously extended to the Buyer.
6.4 The Buyer has no right to set off any sum owed by the Seller to the Buyer (whether or not arising under the Contract) against any sum owed by the Buyer to the Seller.
7. Delivery, risk and partial dispatch
7.1 The Seller will deliver the Goods to the address specified in the Order. The Buyer is responsible for ensuring that the address is accurate, accessible to the vehicle type required, and able to receive the Goods during normal Working Day hours.
7.2 Lead times and delivery dates quoted by the Seller are estimates only. Time of delivery is not of the essence. The Seller is not liable for any delay in delivery caused by a Force Majeure Event or by the Buyer's failure to provide adequate delivery instructions or to take delivery of the Goods.
7.3 The Seller may deliver the Goods in instalments. Each instalment constitutes a separate Contract. Any defect in one instalment does not entitle the Buyer to treat the Contract as a whole as repudiated, reject other instalments, or refuse payment for instalments already delivered.
7.4 Risk in the Goods passes to the Buyer on completion of delivery. Where the Buyer arranges its own collection, risk passes on loading at the Seller's premises or those of the Seller's nominated carrier.
7.5 If the Buyer fails to take delivery on the agreed day or fails to provide adequate delivery instructions, delivery is deemed to have taken place at the time tendered, risk passes from that moment, and the Seller may:
(a) store the Goods at the Buyer's risk and cost, including reasonable storage charges;
(b) charge a redelivery fee for any subsequent attempt;
(c) after 14 days, dispose of, destroy, or resell the Goods at the Seller's discretion and recover any shortfall from the Buyer.
8. Retention of title
8.1 Notwithstanding delivery and the passing of risk, ownership of the Goods does not pass to the Buyer until the Seller has received in cash or cleared funds payment in full for the Goods and all other sums then due from the Buyer to the Seller on any account whatsoever.
8.2 Until ownership passes:
(a) the Buyer holds the Goods as bailee for the Seller;
(b) the Buyer must store the Goods separately from all other goods in the Buyer's possession, in such a way that they remain readily identifiable as the Seller's property;
(c) the Buyer must keep the Goods in good condition and insured against all usual risks for the full price of the Goods, and must hold the proceeds of any insurance claim on trust for the Seller;
(d) the Buyer must not deface, obscure, or remove any mark, packaging, or label identifying the Goods as the Seller's property.
8.3 The Seller may, at any time before ownership passes, by written notice require the Buyer to deliver up the Goods or any of them to the Seller. If the Buyer fails to do so promptly, the Seller may enter any premises of the Buyer or of any third party where the Goods are stored and recover them.
8.4 The Buyer's right to possess, use, and resell the Goods in the ordinary course of business ends immediately on the occurrence of any insolvency event listed in clause 13.
9. Inspection, defects and claims
9.1 The Buyer must inspect the Goods on delivery, including by counting the number of cases or pallets, examining external packaging for damage, and verifying the consignment matches the delivery note.
9.2 The Buyer must:
(a) sign the carrier's proof of delivery noting any visible damage, shortage, or wrong product before the driver leaves;
(b) notify the Seller in writing of any visible damage, shortage, or wrong product within 3 Working Days of delivery, providing the Order number, delivery note number, batch code, photographs, and a description of the issue;
(c) notify the Seller in writing of any quality issue not apparent on external inspection within 7 Working Days of delivery, or, in the case of a latent defect that could not reasonably have been discovered earlier, within 3 months of the date the Buyer became aware or ought reasonably to have become aware of the defect, and in any event no later than the best-before date marked on the Goods.
9.3 If the Buyer fails to give notice within the time periods specified in clause 9.2, the Goods are deemed to have been accepted in conformity with the Contract and the Buyer has no claim against the Seller in respect of the alleged defect.
9.4 Pending resolution of any claim, the Buyer must:
(a) quarantine the affected Goods, not on-sell them, not destroy them, and hold them available for inspection or collection by the Seller or its insurer;
(b) preserve the original packaging and any associated documentation;
(c) provide such further information, evidence, photographs, or samples as the Seller reasonably requires.
9.5 Where a claim is accepted, the Seller's sole liability is, at the Seller's option:
(a) to replace the affected Goods at the Seller's cost;
(b) to issue a credit note against the Buyer's account for the price paid for the affected Goods; or
(c) to refund the price paid for the affected Goods.
9.6 Where the Seller agrees that the affected Goods need not be returned (for example because return freight is disproportionate to the value of the Goods), the Seller may require the Buyer to dispose of the Goods and to provide photographic evidence of disposal.
9.7 The Seller's acceptance of a claim, the issue of a credit note, or the provision of replacement Goods does not amount to an admission of liability for any other consignment.
10. Quality, warranties and food law
10.1 The Seller warrants that, on delivery, the Goods will:
(a) conform in all material respects to the agreed Specification;
(b) be free from defects in materials and workmanship under normal storage and handling conditions;
(c) be of satisfactory quality within the meaning of section 14(2) of the Sale of Goods Act 1979;
(d) be fit for any purpose held out by the Seller or expressly made known to the Seller in writing by the Buyer at the time of Order, and accepted by the Seller as a purpose for which the Goods are reasonably fit;
(e) comply with the Food Safety Act 1990, retained Regulation (EC) 178/2002, Regulation (EU) 1169/2011 on the provision of food information to consumers (as retained in UK law), the Food Safety and Hygiene (England) Regulations 2013, and any other UK food-law requirement applicable to the Goods as supplied.
10.2 The warranty in clause 10.1 does not apply to any defect arising from:
(a) the Buyer's failure to follow the Seller's storage, handling, or shelf-life guidance;
(b) any alteration, repackaging, repacking, blending, dilution, or processing of the Goods by the Buyer or any third party after delivery;
(c) the Buyer's negligence or wilful damage;
(d) any use of the Goods after their stated best-before date;
(e) fair wear and tear, or natural degradation that is inherent to the product.
10.3 The Seller will ensure that the Goods carry at least 50% of their total declared shelf life on the date of dispatch, unless the Buyer has expressly accepted a shorter shelf life as part of a clearance or near-best-before purchase.
10.4 Except as expressly set out in these Conditions or required by law, all other warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11. Limitation of liability
11.1 Nothing in these Conditions limits or excludes the Seller's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents, or sub-contractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the term implied by section 12 of the Sale of Goods Act 1979 (the Seller's right to sell the Goods);
(d) any other liability which cannot be limited or excluded by applicable law.
11.2 Subject to clause 11.1, the Seller is not liable to the Buyer, whether in contract, tort (including negligence), for breach of statutory duty, under an indemnity, under the Misrepresentation Act 1967, or otherwise, for:
(a) loss of profits;
(b) loss of sales, business, or revenue;
(c) loss of contracts, agreements, or commercial opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill or reputation;
(f) loss or corruption of data or information;
(g) wasted management or staff time;
(h) any indirect, special, or consequential loss, however arising.
11.3 Subject to clause 11.1, the Seller's total aggregate liability to the Buyer arising under or in connection with the Contract, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, is limited to 100% of the price paid by the Buyer for the Goods to which the claim relates.
11.4 The Buyer acknowledges that the limitations and exclusions of liability in this clause 11 are reasonable having regard to the matters known to the parties at the time the Contract is formed, including the price of the Goods, the availability of insurance to both parties, and the allocation of risk between them.
12. Force majeure
12.1 The Seller is not in breach of the Contract, nor liable for any failure or delay in performance of its obligations, that arises from any event or circumstance beyond its reasonable control (a "Force Majeure Event"), including:
(a) acts of God, fire, flood, severe weather, drought, earthquake, or natural disaster;
(b) war, armed conflict, terrorism, civil unrest, riot, or sabotage;
(c) action or restriction by any government, regulator, customs authority, or border control, including export or import controls, sanctions, embargo, or licence revocation;
(d) closure, congestion, or restricted access at ports, airports, harbours, or border crossings;
(e) failure of shipping lines, freight networks, or freight forwarders;
(f) raw-material shortage, harvest failure, crop disease, infestation, or contamination at origin;
(g) energy or fuel shortage, or failure of utility supply;
(h) labour disputes, including strike or lock-out, by employees of the Seller or any third party in the supply chain;
(i) pandemic, epidemic, or public-health emergency;
(j) cyber attack, malware infection, or failure of telecommunications or internet services;
(k) any other event or circumstance of a similar kind beyond the Seller's reasonable control.
12.2 If a Force Majeure Event prevents the Seller from performing its obligations under the Contract for more than 60 days, either party may terminate the Contract by written notice with immediate effect, without liability to the other in respect of the unfulfilled portion, save for any sums due in respect of Goods already delivered.
13. Insolvency, suspension and termination
13.1 The Seller may, without limiting its other rights, terminate the Contract or any uncompleted part of it with immediate effect by written notice, and suspend any further deliveries, if:
(a) the Buyer commits a material breach of its obligations under the Contract and fails to remedy it within 14 days of written notice;
(b) the Buyer fails to pay any sum due under the Contract by the due date;
(c) the Buyer enters into a voluntary arrangement with its creditors, becomes the subject of an administration order, has a receiver or administrative receiver appointed over any of its assets, goes into liquidation, has a winding-up petition presented against it, or is otherwise unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986;
(d) the Buyer ceases or threatens to cease to carry on business;
(e) the Buyer suffers a change of control without the Seller's prior written consent;
(f) the Seller reasonably believes that any of the above events is about to occur.
13.2 On termination under clause 13.1, all sums owed by the Buyer to the Seller become immediately due and payable, regardless of any credit period previously agreed.
13.3 Termination of the Contract does not affect any accrued rights or remedies of either party.
14. Product recall and traceability
14.1 The Buyer must cooperate with the Seller in any product withdrawal, product recall, or food-safety incident affecting Goods supplied under the Contract, including by:
(a) maintaining accurate batch records sufficient to identify which Goods have been received, used, processed, or on-sold, in accordance with Article 18 of retained Regulation (EC) 178/2002;
(b) implementing without delay any withdrawal, recall, or customer notice instructed by the Seller;
(c) providing the Seller with access to its records of receipt, storage, and onward distribution of the affected Goods;
(d) notifying any further customer in the supply chain.
14.2 The Seller bears the reasonable direct costs of a withdrawal or recall that is caused by a breach of the Seller's warranties under clause 10.1. The Buyer bears its own onward distribution costs and any other costs not caused by the Seller's breach.
15. Confidentiality and intellectual property
15.1 Each party must keep confidential all information of a confidential nature received from the other party in connection with the Contract, including pricing, customer details, recipes, blends, formulations, packaging specifications, label artwork, and trade arrangements. This obligation continues for 3 years after termination of the Contract.
15.2 The Seller retains all intellectual property rights in its branding, recipes, blends, label designs, photography, and product specifications. The Buyer is granted no licence to use those rights other than as strictly necessary to resell the Goods in their original packaging during the term of the Contract.
15.3 Where the Buyer supplies the Seller with a specification, design, label artwork, or any other material for use in producing private-label or custom Goods, the Buyer warrants that it has the right to do so and indemnifies the Seller against any third-party claim arising from the Seller's use of that material in accordance with the Buyer's instructions.
16. Anti-bribery, modern slavery and sanctions
16.1 Each party must comply with all applicable laws relating to anti-bribery and anti-corruption, including the Bribery Act 2010, and must not engage in any activity that would constitute an offence under that Act.
16.2 The Seller is committed to operating in line with the principles of the Modern Slavery Act 2015. The Buyer agrees to act in a manner consistent with those principles in its own operations and supply chain.
16.3 Each party must comply with all applicable trade sanctions, export controls, and import controls, and must not knowingly act, or cause the other party to act, in breach of any such measure.
17. Data protection
17.1 Each party must comply with the UK General Data Protection Regulation and the Data Protection Act 2018 in respect of any personal data processed in connection with the Contract.
17.2 The Seller's processing of personal data relating to the Buyer and its representatives is described in the Sun & Spice Privacy Policy at sunandspice.co.uk/privacy.
18. Notices
18.1 Any notice required to be given under the Contract must be in writing and addressed to the other party at its registered office or principal place of business, or sent by email to the address most recently notified by the receiving party for that purpose.
18.2 A notice is deemed received: if delivered by hand, on the day of delivery; if sent by pre-paid first-class post, two Working Days after posting; if sent by email, on the next Working Day after sending, provided no failure-delivery message is received.
18.3 This clause does not apply to the service of any proceedings in any legal action.
19. General
19.1 The Buyer may not assign, transfer, sub-contract, or otherwise deal with any of its rights or obligations under the Contract without the prior written consent of the Seller. The Seller may assign or sub-contract any of its rights or obligations under the Contract on written notice to the Buyer.
19.2 No variation of the Contract has effect unless agreed in writing and signed by a duly authorised representative of each party.
19.3 No failure or delay by either party to exercise any right or remedy under the Contract is a waiver of that right or remedy, nor does it prevent any further exercise of that right or remedy.
19.4 If any provision of the Contract is held by a court of competent jurisdiction to be invalid or unenforceable, that provision is severed from the Contract and the remaining provisions continue in full force and effect.
19.5 Nothing in the Contract creates a partnership, joint venture, or agency relationship between the parties.
20. Entire agreement and exclusion of third-party rights
20.1 The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, understandings, representations, and arrangements between them in relation to that subject matter.
20.2 The Buyer acknowledges that it has not relied on, and has no remedy in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract. Nothing in this clause limits any liability for fraud or fraudulent misrepresentation.
20.3 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
21. Governing law and jurisdiction
21.1 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, is governed by and construed in accordance with the law of England and Wales.
21.2 The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation.
Contact
For any question about these Conditions, or to raise a matter concerning your trade account, contact us at info@sunandspice.co.uk. For order-specific issues, see also our Delivery and Returns policies, and for information about how we handle personal data, see our Privacy Policy.