These Terms and Conditions of Sale apply when Pin-It Pastry Limited supplies goods to its business customers.
These Terms apply to business-to-business transactions only. Therefore, they do not apply to purchases by consumers acting wholly or mainly outside their trade, business, craft or profession.
Please read these Terms carefully before placing an order.
Pin-It Pastry Limited
Abergarw Estate
Brynmenyn
Bridgend
CF32 9LW
Company Number: 06503070
Telephone: 01656 722423
Email: enquiries@pin-itpastry.com
In these Terms:
“Company”, “we”, “us” or “our” means Pin-It Pastry Limited.
“Customer”, “Purchaser”, “you” or “your” means the business, organisation or person purchasing Goods from us in the course of business.
“Goods” means the products that we supply or agree to supply.
“Contract” means the contract between us and the Customer for the sale and purchase of Goods.
These Terms apply to all quotations, orders and supplies of Goods unless we expressly agree otherwise in writing.
They also apply to all current and future transactions between us and the Customer.
Any terms or conditions contained in a Customer’s purchase order, procurement system or other documentation will not apply unless an authorised representative of Pin-It Pastry expressly accepts them in writing.
However, where these Terms conflict with specific terms expressly agreed in a quotation, order confirmation or written contract, the expressly agreed terms will take priority to the extent of that conflict.
When a Customer submits an order, that order constitutes an offer to purchase Goods.
An order becomes binding when we first:
Before acceptance, we may decline an order without providing a reason.
The Customer must ensure that all order details are accurate and complete. This includes quantities, specifications, delivery information and any particular product requirements.
We will supply Goods in accordance with the specification agreed between Pin-It Pastry and the Customer.
For bespoke Goods, the Customer must approve the applicable specification, dimensions, format, ingredients, packaging and other relevant requirements before production begins.
Product photographs, illustrations, brochures, website information and other marketing materials provide a reasonable representation of our products. However, they may not reproduce every characteristic exactly.
Because pastry is a food product and may contain natural ingredients, reasonable variations can occur in appearance, dimensions, weight, colour and other characteristics within agreed manufacturing tolerances.
We may also make reasonable specification changes where necessary to:
Where a proposed change would materially affect the Customer’s agreed specification, we will endeavour to notify the Customer before supply.
Where we provide samples, trials, bespoke product development or Goods made to a Customer’s specification, we will base production on the requirements and approvals that the Customer provides.
Therefore, the Customer must review and approve any agreed sample or specification before commercial production begins.
Where applicable, we will agree development costs, tooling costs, minimum order quantities and other specific commercial arrangements separately.
Once we begin producing bespoke Goods, the Customer may not cancel the order without our written agreement.
If we accept a cancellation, the Customer may need to pay reasonable costs that we have already incurred. These may include ingredients, packaging, production time and materials purchased specifically for the order.
Unless we agree otherwise in writing, we will charge the price confirmed for the relevant order.
Prices exclude VAT and any other applicable taxes or charges unless we expressly state otherwise.
We may revise our prices from time to time.
If we have not expressly fixed a price for an accepted order, we will apply the price that we notify to the Customer before dispatch.
In addition, we may state delivery, pallet, packaging or other applicable charges separately where appropriate.
We provide credit facilities at our discretion.
Accordingly, we may:
Providing credit on one occasion does not require us to provide credit for future orders.
The Customer must pay invoices by the due date shown on the relevant invoice or by another date agreed between the parties.
Time for payment is of the essence.
Unless we expressly agree another currency, the Customer must make all payments in pounds sterling.
The Customer must pay all undisputed sums in full without unauthorised deduction, withholding or set-off.
If the Customer genuinely disputes an invoice or part of an invoice, it should notify us promptly and explain the basis of the dispute. Nevertheless, any undisputed amount remains payable by the applicable due date.
If the Customer does not pay an undisputed amount by the due date, we may:
In addition, we may charge statutory interest on qualifying overdue commercial debts under the Late Payment of Commercial Debts (Interest) Act 1998. We may also recover any statutory compensation and reasonable recovery costs to which we are entitled.
Interest may accrue from the applicable due date until we receive payment in full.
Where we arrange delivery, we will deliver the Goods to the location agreed for the relevant order.
Any delivery date or time remains an estimate unless we expressly agree in writing that time is of the essence.
We will use reasonable endeavours to meet agreed delivery arrangements. However, we will not accept responsibility for delays caused by circumstances outside our reasonable control.
The Customer must ensure that:
Where reasonably necessary, we may deliver an order in separate consignments.
The Customer should inspect the Goods promptly after delivery.
Where reasonably practicable, the Customer should also check delivery documentation before signing it.
The Customer should record and report any visible:
as soon as reasonably practicable.
If the Customer could not reasonably identify an issue at delivery, it should notify us promptly after discovering it.
To help us investigate, the Customer should provide sufficient information. For example, we may request photographs, batch information, delivery documentation, product codes or samples.
After delivery, the Customer assumes responsibility for properly storing, handling and rotating the Goods.
The Customer must store Goods in accordance with:
Where necessary, the Customer must also maintain the appropriate cold chain.
The Customer must not sell, supply or use Goods after the applicable use-by date or other safety-related date.
In addition, the Customer should operate appropriate stock-rotation procedures.
Pin-It Pastry will not accept responsibility for deterioration, damage or loss caused after delivery by:
We aim to supply Goods that meet the agreed specification and applicable legal requirements at the time of delivery.
If the Customer believes that Goods are defective or fail to comply with the agreed specification, it should notify us promptly and provide enough information for us to investigate.
Where reasonably requested, the Customer must:
If our investigation confirms that Goods were defective or materially non-compliant at the time of delivery, we may, as appropriate:
Nothing in these Terms excludes any obligation that the law does not allow us to exclude.
Because we supply frozen food products, the Customer may not return Goods simply because it no longer requires them.
The Customer may only return Goods with our prior agreement.
Where we authorise a return, we may provide reasonable instructions concerning:
We may refuse unauthorised returns.
However, this clause does not affect the Customer’s rights where Goods are proven to be defective or supplied in breach of the Contract.
We will provide product information and specifications appropriate to the Goods supplied.
Customers must ensure that they use current product information when:
If the Customer repackages, relabels, modifies or incorporates our Goods into another product, the Customer must ensure that the resulting product, presentation, labelling and information comply with applicable law.
Customers should contact us whenever they require current ingredient, allergen, nutritional or technical product information.
Where we manufacture, print or mark Goods or packaging using designs, trademarks, wording, specifications or other materials supplied by the Customer, the Customer confirms that it holds all necessary rights and permissions to use those materials.
The Customer will therefore remain responsible for claims arising from our authorised use of Customer-supplied intellectual property where that use infringes a third party’s rights.
Unless we expressly agree otherwise in writing, we retain ownership of our own intellectual property, processes, technical knowledge, manufacturing methods and materials.
The Customer must not remove, obscure, alter or interfere with any legally required:
that appear on the Goods or their packaging.
Furthermore, where the Customer repackages Goods or incorporates them into another product, it must maintain appropriate traceability and comply with applicable legal requirements.
Risk in the Goods passes to the Customer when delivery takes place at the agreed delivery location.
However, ownership does not pass to the Customer until we receive full payment in cleared funds for those Goods.
Until ownership passes, the Customer should, so far as reasonably practicable:
If payment becomes overdue or the Customer becomes insolvent, we may exercise any lawful rights available to identify and recover Goods for which we retain title.
However, nothing in this clause permits us to enter premises or recover Goods except in accordance with applicable law.
We may suspend supply, withdraw credit or terminate an affected Contract if the Customer:
Any sums already due will remain payable.
Nothing in these Terms excludes or limits liability where the law prohibits us from doing so. This includes liability for:
Subject to the above, Pin-It Pastry will not accept liability for:
arising from the Contract, except where the law prevents us from excluding such liability.
Furthermore, subject to applicable law and any reasonableness requirements that apply to contractual limitations of liability, our aggregate liability arising from a particular Contract will not exceed the total price paid or payable for the Goods under that Contract.
Nothing in this clause affects statutory rights or obligations that cannot lawfully be restricted.
We will not accept responsibility for a failure or delay in performing our obligations where circumstances beyond our reasonable control cause that failure or delay.
Such circumstances may include:
During such circumstances, we may suspend the affected obligations for as long as those circumstances reasonably prevent or delay performance.
Nevertheless, we will use reasonable endeavours to minimise disruption.
We may use appropriate subcontractors, logistics providers or other third parties to help us fulfil a Contract.
However, we remain responsible for our contractual obligations subject to these Terms.
Once we accept an order, the Customer may not cancel it without our agreement.
This is particularly important where:
If we agree to cancellation, we may require the Customer to pay reasonable costs that we have already incurred in connection with the order.
We may suspend or terminate supply where the Customer materially breaches these Terms and fails to remedy a remediable breach within a reasonable period after we ask it to do so.
Additionally, we may suspend supply immediately where we reasonably consider this necessary because of:
Termination will not affect rights or liabilities that arose before termination.
Each party should keep confidential any commercially sensitive or proprietary information that it receives from the other party in connection with their business relationship.
A party should only use confidential information for the purpose for which the other party provided it, unless:
Where we process personal information in connection with our commercial relationship, we will handle that information in accordance with applicable UK data protection legislation.
For further information about how Pin-It Pastry processes personal information, please see our Privacy Policy.
A party may deliver formal notices relating to a Contract by hand, prepaid first-class post or email using the business contact details most recently provided by the relevant party.
We will normally treat a notice sent by post as received two Business Days after posting.
Similarly, we will normally treat an email as received on the Business Day on which the sender sends it, provided that the sender receives no delivery failure notification.
However, this clause does not apply where legislation requires a particular method of service.
If either party delays or fails to exercise a right under a Contract, that delay or failure does not mean that the party has waived the right.
Furthermore, a waiver concerning one particular matter does not constitute a waiver concerning another matter unless the relevant party expressly agrees otherwise in writing.
If any provision of these Terms becomes invalid, unlawful or unenforceable, the parties will treat that provision as modified or removed to the minimum extent necessary.
The remaining provisions will continue to apply.
Unless these Terms expressly state otherwise, no person other than Pin-It Pastry and the Customer may enforce a Contract under the Contracts (Rights of Third Parties) Act 1999.
No material variation of an accepted Contract will bind either party unless both parties agree to the variation in writing.
We may update these general Terms from time to time.
Accordingly, updated Terms will apply to Contracts entered into after the revised Terms take effect unless the parties agree otherwise.
The Contract constitutes the agreement between Pin-It Pastry and the Customer concerning the relevant supply of Goods.
The Customer acknowledges that it has not relied on any statement, representation or assurance that the Contract does not incorporate.
However, nothing in this clause limits liability for fraud or fraudulent misrepresentation.
The laws of England and Wales govern these Terms and every Contract between Pin-It Pastry and the Customer.
The courts of England and Wales will have exclusive jurisdiction to resolve any dispute arising from or connected with these Terms or a Contract.
For queries regarding these Terms and Conditions or an order, please contact:
Pin-It Pastry Limited
Abergarw Estate
Brynmenyn
Bridgend
CF32 9LW
Company Number: 06503070
Telephone: 01656 722423
Email: enquiries@pin-itpastry.com
