Terms and Conditions (Corporate Customers and Partners)
If you are a corporate customer or partner, our relationship will be subject to separate Terms and Conditions, which are detailed below. These Terms and Conditions will apply regardless of whether a commercial relationship exists between us.
Any company, partnership, individual or other legal entity ("you") purchasing or promoting products, services or solutions ("products") from Gourmet Society ("us", "we" or "the Company", as applicable) does so subject to these terms and conditions ("Terms and Conditions").
You must read these Terms and Conditions carefully. By placing an order, entering into a partnership or promoting our products, you confirm that you have read, understood and agree to these Terms and Conditions in their entirety.
Any quotation given is only an invitation to you to make an offer and no order placed with us in pursuance of a quotation or otherwise shall be binding unless and until it is accepted by us.
Price and payment
All prices are displayed in pounds Sterling, exclusive of UK VAT unless otherwise specified.
All invoices must be paid within 30 days from the invoice date, unless otherwise agreed.
If you do not pay any invoice by the due date of payment we shall have the right to withhold delivery or provision of any further products or services. Where an ongoing service is being provided, we may withdraw the service without notice. No refund will be offered for any partial payments already received.
Amendments, cancellation and returns
Once production or development of any product has begun, you may not cancel your order and you will be liable for the full invoice amount.
If you change the specification of a product once it has been approved we reserve the right to charge a fee for any additional work that is required.
Proofs and samples are for guidance only and the actual product may vary slightly.
Due to the bespoke nature of our products, we will not accept returns unless there is a material defect.
Risk and title
All products will remain the property of us until we have received payment in full from you for those products.
All risk in the products you order (including risk of loss and/or damage to the products) shall pass to you when they are delivered to the delivery address specified in your order.
We shall be under no liability for any delay or failure to deliver products if the delay or failure is wholly or partly caused by circumstances beyond our control.
Delivery time shall not be of the essence.
If you receive products and there is any discrepancy in the number or specification of products delivered as against your order, you must notify us in writing within 3 days of receiving the products, otherwise you are deemed to have accepted the order as correct.
International Delivery Due to customs, legal, regulatory and certain practical restrictions applicable to orders placed for international delivery, some products may not be available for delivery to certain destinations outside the UK. We reserve the right to define what can and cannot be delivered to which destination. Purchases will be made in pounds Sterling. International credit card providers or banks will determine the exchange rate and may add an additional processing or administration charge in relation to such payment which international credit card holders will be liable to pay. Products are sold on a delivery duty unpaid basis. The recipient may have to pay import duty or a formal customs entry fee prior to or on delivery. Additional taxes, fees or levies may apply according to local legislation and customers are required to check these details before placing an order for international delivery.
Occasionally, the supply of your products may be delayed or prevented for reasons beyond our control - for example, material shortages, import delays or higher than anticipated demand. Where this is the case, we will, of course, make every effort to keep you informed but shall be under no liability to you for such delay or failure.
You may not sell our products to any third parties without our consent. If we do give our consent then such consent may be subject to any conditions which we impose.
In any event you may not sell the products through the internet without our express written consent, which you must obtain before making any such sale. We reserve the right at all times to refuse to permit any sale of products by you to a third party.
Use of our brands and third party brands
You may not use any product image, corporate title, designation, service mark, trademark or any other trading name or style of Gourmet Society or any associated business, including participating
establishments, without having first obtained our consent in writing. We may withdraw any consent or approval referred to in this clause at any time by notifying you of such withdrawal.
You may not use or promote our products in such a way that would bring us into disrepute, or cause us to incur liability to any third party.
Ownership of user data
Where your customers or users are required to register with us in order to use the products, we will capture certain information about these users. We may use this information to facilitate the effective use of the products and/or to inform users about other products or services that may be of interest.
Each party warrants and undertakes that it (and its sub-contractors and agents if any) will duly observe its obligations under the Data Protection Act 1998.
All Intellectual Property Rights (including, without limitation, all database rights, rights in designs, rights in know-how, patents and rights in inventions (in all cases whether registered or unregistered and including all rights to apply for registration) and all other intellectual or industrial property rights in any jurisdiction) in any information, content, materials, data or processes belong us.
We grant no rights to you in relation to our intellectual property rights or the intellectual property rights of third parties associated with us. You agree not to copy, disclose, provide or otherwise make available for unauthorised use our name, logo and/or any other trade marks otherwise than as set out in these Terms and Conditions.
You may not, and you may not assist anyone to or attempt to, reverse engineer, de-compile, disassemble, modify, copy, lend, hire, sub-license, create derivative works from, distribute, commercially exploit or transfer in any other way any products, software or services in whole or part.
You will not seek to solicit the custom of any of our clients, customers or partners that are introduced or become apparent as a direct or indirect result of any relationship between us. You will not seek to contact, directly or indirectly, any participating establishment for the purposes of entering a business arrangement.
We aim to ensure that any data, information or advice provided is accurate, current and updated on a regular basis. However, much of the information is provided by third parties, and while we continue to make reasonable efforts to verify it, we cannot guarantee either the accuracy or the timeliness of such information and give no warranty of any kind, express or implied.
We make no representation or warranty about the accuracy, completeness or suitability for any purpose of the information provided. This information may contain technical and factual inaccuracies, misrepresentations, omissions or typographical errors. Any liability we may have for such content however arising is expressly excluded to the fullest extent permitted by law.
This data, information or advice may include, but is not limited to, any reference to the number, type, quality and/or description of participating establishments. We cannot guarantee the continued participation of any establishment.
The number, type, quality and/or description of participating establishments shall not be of the essence unless expressly agreed otherwise.
Limitation of liability
In no event will we be liable for any direct, indirect, special, punitive, exemplary or consequential losses or damages of whatsoever kind arising out of any use or in connection with any use of the products, including loss of profit and the like whether or not in the contemplation of the parties, whether based on breach of contract, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages.
For the avoidance of doubt, whilst we endeavour to ensure that participating establishments honour the advertised offer/discounts, we will not be held liable for any direct, indirect, special, punitive, exemplary or consequential losses or damages of whatsoever kind arising out of the failure of a participating establishment to do so.
Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury caused by negligence or for fraudulent misrepresentation.
We reserve the right to terminate any agreement with immediate effect and without notice if:
- in our sole opinion you are using our products inappropriately or in any manner that might constitute derogatory treatment of the Company or might bring us or associated third parties into disrepute or in a manner that might be construed to be prejudicial to the image of Gourmet Society or any associated business, including but not limited to participating establishments;
- In the event that:
- you make any voluntary arrangement with your creditors, you become subject to an administration order, you go into liquidation, you suffer a petition for winding up to be issued against you or the equivalent occurs under any jurisdiction order other than for the purpose of a solvent amalgamation or reconstruction, or (being an individual) you are made bankrupt; or
- an encumbrancer takes possession of, or a receiver or an administrative receiver is appointed over any of your property or assets; or
- you suspend or threaten to suspend any payments hereunder or cease or threaten to cease to carry on business or
- we reasonably consider that any of the events mentioned above is about to occur in relation to you then without prejudice to any other right or remedies available to us, we shall be entitled forthwith to cancel our agreement with you and/or suspend any further deliveries of products without any liability to you;
- you commit a breach of these Terms and Conditions that it is not capable of remedy, or you fail to remedy a breach within a reasonable period having been requested to do so by us.
Other important terms
We may update or amend these Terms and Conditions from time to time to comply with law or to meet our changing business requirements without notice to you. Any updates or amendments will be posted on our website.
These Terms and Conditions supersede any other terms and conditions previously published by us and any other representations or statements made by us to you, whether oral, written or otherwise.
You may not assign or sub-contract any of your rights or obligations under these Terms and Conditions to any third party unless we agree in writing.
We may assign, transfer or sub-contract any of our rights or obligations under these Terms and Conditions to any third party at our discretion.
No relaxation or delay by us in exercising any right or remedy under these Terms and Conditions shall operate as waiver of that right or remedy or shall affect our ability to subsequently exercise that right or remedy. Any waiver must be agreed by us in writing.
If any of these Terms and Conditions are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the rest of these Terms and Conditions shall remain in full force and effect.
Only you and we shall be entitled to enforce these Terms and Conditions. No third party shall be entitled to enforce any of these Terms and Conditions, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
These Terms and Conditions are governed by English law. In the event of any matter or dispute arising out of or in connection with these General Terms and Conditions of Sale, you and we shall submit to the exclusive jurisdiction of the English courts.