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Terms & Conditions

WEBSITE TERMS AND CONDITIONS

Welcome to W & H Marriage & Sons Ltd’s website. If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy, govern W & H Marriage & Sons Ltd’s relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please refrain from using our website.

The term ‘W & H Marriage & Sons Ltd’ or ‘us’ or ‘we’ refers to the owner of the website whose registered office is Chelmer Mills, New Street, Chelmsford, Essex CM1 1PN. We are registered in England and Wales under company number 690479. Our VAT number is GB 102 6620 17. The term ‘you’ refers to the user or viewer of our website.

We are a limited company.

Please print a copy of these terms and conditions for future reference.

GENERAL TERMS AND CONDITIONS

(1) INTRODUCTION

These terms and conditions govern your use of our website; by using our website, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.

(2) CREDIT

We created these terms and conditions using an SEQ Legal Template from Website Law. The legal documents supplied by SEQ Legal include a range of website software contract templates.

(3) ACCESSING OUR SITE

Access to our site is permitted on a temporary basis and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if, for any reason, our site is unavailable at any time or for any period.

From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us.

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of the security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms of use.

You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.

(4) LICENCE TO USE WEBSITE

Unless otherwise stated, we or our licensors own the intellectual property rights for the website and material on the website. Subject to the licence below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.

You must not:

(a) republish material from this website (including republication on another website);

(b) sell, rent or sub-license material from the website;

(c) show any material from the website in public;

(d) reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose without obtaining a licence to do so from us

(e) edit or otherwise modify any material on the website

(f) redistribute material from this website

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

(5) ACCEPTABLE USE

You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not send, knowingly receive, upload, download, use or reuse any material which does not comply with our content standards.

You must not use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent.

You must not use our website to transmit or send unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

You must not use our website for any purposes related to marketing without our express written consent.

You also agree not to access without authority, interfere with, damage or disrupt:

  • any part of our site;
  • any equipment or network on which our site is stored;
  • any software used in the provision of our site; or
  • any equipment or network or software owned or used by any third party.

(5) USER GENERATED CONTENT

In these terms and conditions, “your user content” means material (including without limitation text, recipes, images, audio material, video material and audio-visual material) that you submit to our website, for whatever purpose.

You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media for any purpose. You also grant to us the right to sub-license these rights, and the right to bring an action for infringement of these rights. You also warrant that any such contribution does comply with those standards set out under clause 4, and you indemnify us for any breach of that warranty.

Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law). We have the right to disclose your identity to any third party who is claiming that any material posted or provided by you to our site constitutes a violation of their intellectual property rights or their right to privacy.

You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

We reserve the right to edit or remove any material submitted to our website, or stored on our servers, or hosted or published upon our website.

Notwithstanding our rights under these terms and conditions in relation to user content, we do not undertake to monitor the submission of such content to, or the publication of such content on, our website.

We will not be responsible, or liable to any third party, for the content or accuracy of any materials provided by you or any other user of our site.

(6) RELIANCE ON INFORMATION POSTED

Commentary and other materials posted on our site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.

We do not warrant the completeness or accuracy of the information published on this website; nor do we commit to ensuring that the website remains available or that the material on the website is kept up-to-date.

To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions relating to this website and the use of this website (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).

(7) LIMITATIONS AND EXCLUSIONS OF LIABILITY

The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:

  • All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
  • Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
  • loss of income or revenue;
  • loss of business;
  • loss of profits or contracts;
  • loss of anticipated savings;
  • loss or corruption of data database or software;
  • loss of goodwill;
  • wasted management or office time; and

for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.

The limitations and exclusions of liability set out in this Section and elsewhere in these terms and conditions: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the terms and conditions or in relation to the subject matter of the terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

Nothing in these terms and conditions will: (a) limit or exclude our or your liability for death or personal injury resulting from negligence; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; (c) limit any of our or your liabilities in any way that is not permitted under applicable law; or (d) exclude any of our or your liabilities that may not be excluded under applicable law.

We will not be liable to you if any notice required under this contract is delivered by the seller but not received by the buyer. In the case of first class post, receipt is assumed to be 3 days following the day of mailing. In the case of fax or email, receipt is assumed to be at the time of transmission.

(8) INDEMNITY

You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of these terms and conditions or arising out of any claim that you have breached any provision of these terms and conditions.

(9) BREACHES OF THESE TERMS AND CONDITIONS

Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, we may take such action as we deem appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

Information about you and your visits to our site

We process information about you in accordance with our privacy policy. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.

Transactions concluded through our site

Contracts for the supply of goods formed through our site or as a result of visits made by you are governed by our terms and conditions of supply.

(10) VARIATION

We may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of our website from the date of the publication of the revised terms and conditions on our website. Please check this page regularly to ensure you are familiar with the current version.

(11) ASSIGNMENT

We may transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.

(12) SEVERABILITY

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

(13) EXCLUSION OF THIRD PARTY RIGHTS

These terms and conditions are for the benefit of you and us, and are not intended to benefit any third party or be enforceable by any third party. The exercise of our and your rights in relation to these terms and conditions is not subject to the consent of any third party.

(14) ENTIRE AGREEMENT

These terms and conditions together with our privacy policy, and, where applicable, our terms and conditions of supply constitute the entire agreement between you and us in relation to your use of our website, and supersede all previous agreements in respect of your use of this website.

(15) LAW AND JURISDICTION

These terms and conditions will be governed by and construed in accordance with English law, and any disputes relating to these terms and conditions will be subject to the non-exclusive jurisdiction of the courts of England and Wales and we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.

(16) CONTACT DETAILS

You can contact us by email at floursales@marriagesmillers.co.uk

SALES TERMS AND CONDITIONS

This page (together with the documents referred to on it) tells you the terms and conditions on which we supply any of the products (Products) listed on our website [www.flour.co.uk] (our site) to you. Please read these terms and conditions carefully and make sure that you understand them, before ordering any Products from our site. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions.

You might like to print a copy of these terms and conditions for future reference.

By clicking ‘Place Order’ before check out, you are confirming that you have read
and understood these Terms & Conditions of sale. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from our site.

  1. INFORMATION ABOUT US

We operate the website www.flour.co.uk. We are W & H Marriage & Sons Ltd, a company registered in England and Wales under company number 690479 and with our registered office at Chelmer Mills, Chelmsford, Essex CM1 1PN which is also our main trading address. Our VAT number is GB 102 6620 17.

  1. YOUR STATUS

By placing an order through our site, you warrant that:

(a) you are legally capable of entering into binding contracts

(b) you are at least 18 years old

  1. ORDERING

You may place an order following the on screen prompts. Please be advised that we deliver to customers within the UK. Deliveries to Northern Ireland, the Highlands and Islands of Scotland and British Islands will incur an additional charge.

All orders placed via this website will be subject to acceptance in accordance with these terms and conditions. All orders placed by you are subject to acceptance by us. After placing an order you will receive an order confirmation email with your order reference and details of the products ordered. This email is an acknowledgement and not an acceptance of your order. Your order will not be accepted unless payment has been made in full.

Acceptance of your order and the formation of the contract between us will take place when we send you an email confirming that the products ordered are being despatched to you. Title to the products ordered will pass to you on delivery of the goods, provided payment has been received in full and at this point the contract will be deemed to be completed.

We advise you to print out these terms and conditions and the order acknowledgement for your own records.

Please note that orders placed at weekends and bank holidays will not be processed until the next normal working day.

  1. PRICE

The prices we charge for products sold online will be those displayed on the website at the time that your order is received. Unless otherwise stated, prices do not include delivery.

Prices on our websites are displayed in £ sterling and quoted inclusive of VAT where applicable. Delivery charges are quoted inclusive of VAT.

Whilst we try and ensure that the details shown on our website are accurate, it is possible that errors may occur. If we discover an error in the pricing shown, we will contact you prior to acceptance of the order to ask whether you wish to continue with the order at the correct price. If we are unable to contact you for any reason to obtain your instructions or you are not happy to continue, the order will be cancelled and you will be given a full refund of all payments made. We will not be obliged to supply goods at the incorrect price unless we have already confirmed acceptance of your order.

  1. DELIVERY

This website is for deliveries within the UK. We use a courier service and aim to despatch orders within 3 working days. Our normal delivery days are Monday to Friday.

The delivery costs detailed on our website www.flour.co.uk apply to our online purchases only. These charges are valid at the time of your order.

Deliveries to the Highlands and Islands of Scotland, and British Islands will incur an additional charge (please refer to the ‘Deliveries’ information with our FAQs).

We will only arrange delivery to the address supplied in your original order and can not deliver items within the same order to multiple addresses. A signature will be required on delivery to confirm receipt of the goods. Where instructions are left for the courier to leave the parcel if you are not at home without signing for it, you waive your right to compensation if the item is damaged or stolen as it is not possible to guarantee its integrity after delivery.

We do not accept any liability for orders that are not delivered within our estimated delivery times, nor for any damage or loss arising directly or indirectly from delay in delivery or due to non-delivery. Users are requested to notify us within 24 hours of receipt of damaged, faulty or incorrect goods.

  1. ONLINE PAYMENT TERMS

Payment will be taken from your card by WorldPay once we receive your order. The payment will be made in accordance with WorldPay’s Terms and Conditions.

You will receive an email from us confirming your order and an additional email from WorldPay confirming that payment has been made.

  1. CANCELLATION AND REFUND POLICY

You may cancel your order by email or telephone, quoting the reference number on your order confirmation, at any time prior to despatch.

In addition, you may cancel your order by email or telephone, quoting the reference number on your order confirmation, up to seven working days after the day that you receive the goods. If you do cancel your order at this point you will receive a refund of any payment made in respect of that order, less the delivery charge. This will be refunded to the card or method used on the original order. You will be required to pay the cost of returning the goods if already despatched. It may take up to 10 working days for a refund to show on your account.

We will assist with the return of goods that have been delivered incorrectly or are faulty on a case by case basis.

The Distance Selling Regulations 2000 are designed to protect customers who are not physically present with the seller at the time of purchase. They cover purchases made via email and the internet, together with telephone and mail order. If you have ordered in this way, you have the right to cancel your order and receive a full refund within 30 days.

  1. WARRANTY 

We warrant to you that any product purchased from us through our site will, on delivery, conform in all material respects with its description, be of satisfactory quality and be reasonably fit for the purpose for which products of that kind are commonly supplied.

  1. LIABILITY

To the extent not prohibited by law, we accept no liability for any loss that is not reasonably foreseeable or for any business loss, which includes (but is not limited to):

(a) loss of income or revenue;

(b) loss of business;

(c) loss of goodwill;

(d) loss of anticipated savings;

(e) loss or corruption of data databases or software; or

(f) waste of management or office time.

Nothing in this agreement excludes or limits our liability for:

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation;

(c) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;

(d) defective products under the Consumer Protection Act 1987;

(e) any deliberate breaches of these terms and conditions that would entitle you to terminate the Contract; or

(f) any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.

Nothing in this section or elsewhere in our terms and conditions affects your statutory legal rights.

  1. SUITABILITY OF GOODS

We aim to provide you with helpful and accurate information and advice on the use of our products. This information and advice is for guidance purposes only and does not form part of the contract for the sale of these goods. It is the buyer’s responsibility to ensure that the product purchased is suitable for their requirements.

  1. AMENDMENTS

We reserve the right to change these terms and conditions at any time. Any changes made will take effect when posted on to the website and it is your responsibility to read the terms and conditions on each occasion you use this website. Your continued use of the website shall signify your acceptance to be bound by the latest terms and conditions.

  1. TRANSFER OF RIGHTS AND OBLIGATIONS

Any Contract between you and us is binding on you and us and on our respective successors and assignees. You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

  1. EVENTS OUTSIDE OUR CONTROL

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).

A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

(a) strikes, lock-outs or other industrial action;

(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

(e) impossibility of the use of public or private telecommunications networks;

(f) the acts, decrees, legislation, regulations or restrictions of any government; and pandemic or epidemic.

Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

  1. WAIVER

14.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.

14.2 A waiver by us of any default will not constitute a waiver of any subsequent default.

14.3 No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

  1. SEVERABILITY

If any court or competent authority decides that any of the provisions of these terms and conditions or any provisions of a Contract are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

  1. LAW AND JURISDICTION

Contracts for the purchase of Products through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) will be subject to the non-exclusive jurisdiction of the courts of England and Wales.

  1. THIRD PARTYRIGHTS

A person who is not party to these terms and conditions or a Contract shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.

*Note: www.flour.co.uk and www.marriagesmillers.co.uk are domain names registered to W & H Marriage & Sons Ltd

Competition Terms & Conditions

Marriage’s Festive Quiz 2023 on Instagram – Competition Terms and Conditions

  1. The competition is open to residents of the United Kingdom aged 18 years or over except employees of W&H Marriage & Sons and their close relatives and anyone otherwise connected with the organisation or judging of the competition.
  2. There is no entry fee and no purchase necessary to enter this competition.
  3. By entering this competition, an entrant is indicating his/her agreement to be bound by these terms and conditions.
  4. Route to entry for the competition and details of how to enter are via https://www.instagram.com/marriagesflour/
  5. The competition will commence on Wednesday 13th December 2023. One quiz question will be shared on Instagram stories every day for the next 12 days, with the last question shared on Sunday 24th December 2023. Each question will be live to respond to for 24 hours.
  6. No responsibility can be accepted for entries not received for whatever reason.
  7. The rules of the competition and how to enter are as stated. To enter, entrants must; answer all 12 questions, posted onto Instagram stories, correctly.
  8. The promoter is: W&H Marriage & Sons Ltd company no. 690479 whose registered office is W&H Marriage & Sons, Chelmer Mills, New Street, Chelmsford, CM1 1PN
  9. The promoter reserves the right to cancel or amend the competition and these terms and conditions without notice in the event of a catastrophe, war, civil or military disturbance, act of God or any actual or anticipated breach of any applicable law or regulation or any other event outside of the promoter’s control. Any changes to the competition will be notified to entrants as soon as possible by the promoter.
  10. The promoter is not responsible for inaccurate prize details supplied to any entrant by any third party connected with this competition.
  11. The prize is as stated; 1 16kg sack of Marriage’s Premier bread flour, 1 2024 calendar, 1 notebook, 2 branded scrapers
  12. The prize is as stated, and no cash or other alternatives will be offered. The prizes are not transferable. Prizes are subject to availability and we reserve the right to substitute any prize with another of equivalent value without giving notice.
  13. The winner will be chosen: at random by software, from all entries received and verified by Promoter and or its agents.
  14. The winner will be notified by DM on Wednesday 3rd January 2024. If the winner cannot be contacted or does not claim the prize within 3 days of notification, the promoter reserves the right to withdraw the prize from the winner and pick a replacement winner.
  15. The promoter will notify the winner when and where the prize will be delivered.
  16. The promoter’s decision in respect of all matters to do with the competition will be final and no correspondence will be entered into.
  17. This competition will be running on Instagram independently. The competition is in no way sponsored, endorsed or administered by, or associated with, Instagram
  18. The winner agrees to the use of his/her name and image in any publicity material. Any personal data relating to the winner or any other entrants will be used solely in accordance with current UK data protection legislation and will not be disclosed to a third party. The information provided will be used in conjunction with the W&H Marriages privacy policy found at https://flour.co.uk/privacy/
  19. The winner’s name will be available 14 days after the closing date by sending a request in writing to W&H Marriage & Sons, Chelmer Mills, New Street, Chelmsford, CM1 1PN.
  20. Entry into the competition will be deemed as acceptance of these terms and conditions.
  21. The competition and these terms and conditions will be governed by English law and any disputes will be subject to the exclusive jurisdiction of the courts of England.

Trade Flour Sales Terms & Conditions

The Customer’s attention is drawn in particular to the provisions of Clause 7, Price and Payment and Clause 8, Limitation of Liability.

1. INTERPRETATION
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Collection Location: has the meaning given in Clause 4.3.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with Clause 12.4.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Delivery Location: has the meaning given in Clause 4.2.
Force Majeure Event: any event, circumstance or cause beyond the Supplier’s reasonable control including, but not limited to:
(a) acts of God, drought, earthquake, severe weather or other natural disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) any law or any action taken by government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, economic sanctions or failing to grant a necessary licence or consent;
(e) difficulty in obtaining raw materials;
(f) interruption or failure of utility services
(g) any strike action, lock outs or other industrial disputes (whether involving the Supplier’s own workforce or a third party’s);
(h) disruption to any transport network, including any delays to third party delivery partners;
(i) reduced efficiency, breakdown or stoppage of plant or machinery;
(j) unexpected cost increases to normal sources of supply;
(k) reduction in, or the unavailability of power in manufacturing;
(l)fire or explosions;
(m) chemical or biological contamination.

Goods: the goods (or any instalment or any part of them) set out in the Order.

Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form.

Specification: any technical product specification for the Goods, including standard Supplier compositions or ingredients used to create specified measurable parameters and characteristics of the Goods, as is detailed in the specification sheet by the Supplier.
Supplier: W. & H. Marriage & Sons Limited (registered in England and Wales with company number 00690479).

1.2 Interpretation:
(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 and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes email, text messages and other forms of electronic communication, which the parties are accustomed to using when dealing with one another.

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions..
2.3 The Order shall only be deemed to be accepted when the Supplier communicates its acceptance to the Customer by any means it chooses at its discretion, at which point the Contract shall come into existence and cannot be cancelled by the Customer.
2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5 Any samples, descriptive matter or advertising produced by the Supplier and any descriptions contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 48 hours from its date of issue, in the absence of other information.

3. GOODS

3.1 The Goods are described in the Supplier’s brochure as modified by any applicable Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier 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 professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This Clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

4. DELIVERY

4.1 The Supplier shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery advice note (Delivery Advice Note) that shows the date of dispatch, the order and delivery numbers, the type and quantity of the Goods (including the product code number) ordered and dispatched, pallet type and special instructions (if any);
(b) if the Supplier requires the Customer to return any packaging materials (e.g. pallets) to the Supplier, that will be communicated to the Customer, and a pallets returned section is to be completed on the Delivery Advice Note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense. The Customer is liable for the packaging materials on receipt, being when the risk for the packaging materials passes from Supplier to Customer. The Customer shall indemnify the Supplier on demand in respect of any loss suffered by the Supplier, including any loss, claim, liability, cost, charge, penalty, expenses or damages suffered or payable whether arising directly or indirectly, whether or not foreseeable, as a result of the Customer’s, or any of its employees’ or agents’, (i) use or mistreatment of; (ii) damage to; or (iii) loss of any packaging materials in which the Supplier has supplied Goods. The Supplier shall have no duty to mitigate its losses in respect of this clause 4.1(b).
4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.3 If requested and if agreed in writing by the Customer and the Supplier, the Customer shall collect the Goods from the Supplier’s premises at Chelmer Mills, Chelmsford, Essex, CM1 1PN (Collection Location) within three Business Days of the Supplier notifying the Customer that the Goods are ready.
4.4 Delivery is completed on the completion of either (a) the unloading of the Goods at the Delivery Location; or (b) the loading of the Goods at the Collection Location, depending on the agreement made between the Customer and Supplier in respect of the Goods.
4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with correct delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs of the Goods in that delivery. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 If the Customer fails to either take delivery of or collects the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.8 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery or collection, the Customer has not taken actual delivery of them or collected them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.9 If the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
If the Supplier cannot deliver the full amount of Goods which the Customer has ordered due to lack of the Customer’s storage space or for any other Customer reason then:
4.9.1 for bag deliveries, the actual amount of Goods delivered shall be noted on the Delivery Advice Note and signed by the Customer; for bulk deliveries, the amount of bulk flour returned to the Supplier shall be recorded according to the Supplier’s weighbridge records and
4.9.2 the Customer shall indemnify the Supplier against all costs incurred with transporting the excess Goods back.
4.10 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately, as agreed between the Customer and Supplier. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4.11 Where a Contract is payable in instalments and the Customer:
(a) defaults on a payment of an instalment when it falls due; or
(b) fails to provide correct delivery instructions; or
(c) fails to collect the Goods which forms part of an instalment,
this shall cause the remaining balance of the Goods for all outstanding deliveries under the Contract to become due and payable immediately, based on the price of the Goods as at the date of any default specified in this clause 4.11.

5. QUALITY

5.1
The Supplier warrants that on delivery or collection, the Goods shall:
(a) conform with their description in the Supplier’s brochure as modified by any applicable Specification; and
(b) be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
5.2 Subject to Clause 5.3, if:
(a) the Customer gives notice in writing to the Supplier either (i) within five Business Days from the date of delivery or collection or (ii) where the failure was not apparent on reasonable inspection, within a reasonable time after discovery, that some or all of the Goods do not comply with the warranty set out in Clause 5.1; and
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,
the Supplier shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranties set out in Clause 5.1 if:
(a) the Goods are within the agreed Specification;
(b) the Customer makes any further use of such Goods after giving notice in accordance with Clause 5.2(a);
(c) the Customer fails to give notice in writing to the Supplier in accordance with Clause 5.2(a);
(d) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage and use of the Goods or (if there are none) good trade practice regarding the same;
(e) the defect arises as a result of the Supplier following a specification supplied and requested by the Customer;
(f) the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions; or
(g) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this Clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in Clause 5.1.
5.5 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.
5.6 These Conditions shall apply to any replacement Goods supplied by the Supplier.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on completion of delivery or if being collected, at the time when the Supplier notifies the Customer the Goods are ready for collection.
6.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in Clause 9.1(b) to Clause 9.1(d); and
(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
6.4 At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, the Supplier may enter any premises of the Customer or of any third party where the Goods are stored in order to recover them, or a proportion of any goods into which the Goods have been incorporated, equal to the amount of the Supplier’s Goods.
6.5 The Customer shall not be entitled to pledge or give security over any goods into which the Supplier’s Goods (in which title remains in the Supplier) have been incorporated. Any breach of this clause 6.5 shall make all monies outstanding to the Supplier from the Customer immediately due and payable.
7. PRICE AND PAYMENT
7.1 The price of the Goods shall be the price set out in the Order.
7.2 The Supplier may, by giving notice to the Customer at any time but not less than five Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods (Price Increase) that is due to:
(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, increased costs of raw materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
7.3 Any Price Increase must be accepted by the Customer in writing in advance of delivery.
7.4 The price of the Goods excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice.
7.5 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery or collection. For
the avoidance of doubt, this Clause 7.5 does not preclude the Supplier exercising its rights in accordance with Clauses 4.7 and 4.11 above, where applicable.
7.6 The Customer shall pay each invoice submitted by the Supplier:
(a) within 28 days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.
7.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under Clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause 7.7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.8 All amounts due under the Contract shall be paid in full without any unauthorised set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8. LIMITATION OF LIABILITY

8.1 Subject to the below, the Supplier’s liability under or in connection with these terms (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) will not exceed the total amount of the Goods purchased pursuant to the Contract only.
8.2 The Supplier will not be liable to the Customer under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) for:
8.2.1 consequential, indirect or special losses; or
8.2.2 any of the following (whether direct or indirect):
(a) loss of profit;
(b) loss of opportunity;
(c) loss of savings, discount or rebate (whether actual or anticipated); or
(d) harm to reputation or loss of goodwill.

8.3 Nothing in these terms will limit or exclude the Supplier’s liability for:
8.3.1 death or personal injury caused by negligence;
8.3.2 fraud or fraudulent misrepresentation; or
8.3.3 any other losses which cannot be excluded or limited by law.
8.4 This Clause 8 shall survive termination of the Contract.

9. TERMINATION
9.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving one month’s written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
9.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in Clause 9.1(b) to Clause 9.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
9.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

10. FORCE MAJEURE

10.1 Subject to clause 10.2, if the Supplier is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event, the Supplier shall not be in breach of contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
10.2 The Supplier shall:
(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than 14 Business Days from its start, notify the Customer of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on the Supplier’s ability to perform any of its obligations under the Contract; and
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
10.3 If the Force Majeure Event prevents, hinders or delays the Supplier’s performance of its obligations for a continuous period of 8 weeks, the Supplier may terminate the Contract by giving 30 days’ written notice to the Customer.

11. PRODUCT RECALL

11.1 In the event of a product withdrawal or recall, the Supplier will notify the Customer, if they are affected or potentially affected.
11.2 The Customer should use their best efforts to cooperate with the Supplier to ensure that if a product is to be withdrawn or recalled, this is done in line with the Supplier’s product recall procedure.

12. GENERAL

12.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
12.2 Confidentiality.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 12.2(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 12.2; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
12.3 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties.
(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
12.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.5 Waiver.
(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
12.6 Severance.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this Clause 12.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
12.7 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a Supplier) or its principal place of business (in any other case); or
(ii) sent by email to email addresses provided at the time of the formation of the Contract (or an address substituted in writing by the party to be served):
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) 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; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
12.8 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
12.9 Customer’s information
Any personal information that the Customer provides to the Supplier will be dealt with in line with the Supplier’s Privacy Policy available here https://flour.co.uk/privacy, which explains what information the Supplier may collect and hold about the Customer, and how the Supplier may collect, store, use and share such information.
12.10 Complaints
If the Customer has any concerns or issues with the Goods, the Customer should in the first instance contact their Territory Sales Manager or the Supplier’s Technical Manager. Any complaints will be addressed according to the Supplier’s Complaints Policy.
12.11 Modern Slavery and Anti-Bribery
(a) Each party shall comply with the Modern Slavery Act 2015 and the Supplier’s Modern Slavery Statement which may be found here https://flour.co.uk/wp-content/uploads/2021/12/Modern-Slavery.pdf.
(b) Each party shall comply with the Bribery Act 2010 including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
1.all of its personnel;
2.all others associated with it; and
3.all of its subcontractors;
involved in performing the Contract so comply.
12.12
Governing law.
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, shall be governed by and construed in accordance with the law of England and Wales.
12.13 Dispute Resolution
(a) If a dispute arises out of or in connection with the Contract, (Dispute), then the parties shall follow the procedure set out in this clause:
(b) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Territory Sales Manager (or equivalent) of each party shall attempt in good faith to resolve the Dispute;
(c) if the Territory Sales Manager (or equivalent) are for any reason unable to resolve the Dispute within 30 Business Days of service of the Dispute Notice, the Dispute shall be referred to a director or senior officer of each party who shall attempt in good faith to resolve it;
(d) if the director or senior officer of each party are for any reason unable to resolve the Dispute within 30 Business Days of it being referred to them, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties within 10 Business Days of service of the Dispute Notice, the mediator will be nominated by CEDR. To initiate the mediation, a party must give notice in writing (ADR notice) to the other party to the Dispute, referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR;
(e) if there is any point on the logistical arrangements of the mediation, other than nomination of the mediator, upon which the parties cannot agree within 10 Business Days from the date of the ADR notice, where appropriate, in conjunction with the mediator, CEDR will be requested to decide that point for the parties having consulted with them; and
(f) unless otherwise agreed between the parties, the mediation will start not later than 30 days after the date of the ADR notice.
(g) No party may commence any court proceedings in relation to the whole or part of the Dispute until it has attempted to settle the Dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
(h) If for any reason the Dispute is not resolved within 30 days of commencement of the mediation, the Dispute shall be referred to and finally resolved by the courts of England and Wales in accordance with clause 12.14 (Jurisdiction ).
12.14 Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

E-Gift Card Terms & Conditions

 

  1. The Marriage’s Millers E-Gift Card can only be redeemed at www.flour.co.uk as part or full payment for goods. It cannot be redeemed in our Chelmsford shop or at any of our retail partners instore or online.
  2. E-gift cards expire 12 months from date of purchase. After expiry, we will not refund any balance remaining.
  3. Make sure you protect your e-gift card and treat it as cash. Lost or expired e-gift cards will not be replaced or exchanged for a new e-gift card or cash.
  4. E-gift cards cannot be exchanged for cash. No change or refund will be given. Any balance remaining on the card may be applied to future purchases, provided the card has not expired.
  5. For balance enquiries, enter the unique card number at the checkout when you have an item in your basket and it will display as a discount, or contact us

 

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