Wholesale Terms

PLAIN ENGLISH SUMMARY

 

This document sets out the terms on which Bertie's Cheesecake Ltd supplies products to wholesale buyers. Here is what you need to know:

 

•  By placing an order with us, you agree to these terms — no signature is required.

•  Payment is due within 7 days of the invoice date, or before the next scheduled delivery or collection, whichever is sooner, unless we have agreed otherwise in writing.

•  Our products must be kept refrigerated and sold before the stated use-by date.

•  Any quality complaints must be made within 24 hours of delivery.

•  Products remain our property until payment is received in full.

•  We take our brand seriously. Please do not alter our packaging or misrepresent our products.

•  These terms are governed by English law.

 

If anything is unclear, please contact us before placing your first order. We are happy to discuss.

 

IMPORTANT NOTICE — ACCEPTANCE OF TERMS

These Terms and Conditions ('Terms') govern all wholesale supply arrangements between Bertie's Cheesecake Ltd ('we', 'us', 'Supplier') and any business purchasing our products ('you', 'Buyer'). By placing an order, accepting a delivery, or making a payment, you confirm that you have read, understood, and agree to be bound by these Terms in full. These Terms take precedence over any terms you may issue, including any purchase order terms, unless we have expressly agreed otherwise in writing and signed by a director of Bertie's Cheesecake Ltd.

 

1.  Definitions and Interpretation

In these Terms, the following definitions apply:

 

'Agreement'

The contract formed between us and you, incorporating these Terms, any Order Confirmation, and any written pricing schedule agreed between us.

'Business Day'

Any day other than a Saturday, Sunday, or UK public holiday when banks in England are open.

'Buyer'

The business, company, partnership, or sole trader placing an order for Products.

'Commencement Date'

The date on which we accept your first order, or such other date as we confirm in writing.

'Confidential Information'

Any non-public commercial, financial, or technical information disclosed by either party in connection with this Agreement.

'Delivery'

The point at which Products are delivered to, or collected by, you or your nominated representative.

'Force Majeure Event'

Any event beyond a party's reasonable control as described in Clause 13.

'Intellectual Property'

All trade marks, brand names, logos, recipes, product designs, packaging, and related rights owned by the Supplier.

'Order'

A request placed by you for Products, whether by email, telephone, written form, or online platform.

'Order Confirmation'

Our written or emailed acceptance of your Order.

'Price'

The price for Products as set out in our current price list or as otherwise agreed in writing.

'Products'

The artisan Basque cheesecakes and related food products supplied by us.

'Retention of Title Period'

The period from Delivery until full payment has been received by us.

'Supplier'

Bertie's Cheesecake Ltd, trading as Bertie's Cheesecake.

 

In these Terms: (a) references to clauses are to clauses of these Terms; (b) the singular includes the plural and vice versa; (c) headings are for convenience only and do not affect interpretation; (d) 'including' means including without limitation.

 

2.  Basis of Contract

2.1  Formation

These Terms apply to every Order placed by you and to every delivery of Products made by us. A binding contract is formed between us when we issue an Order Confirmation, or — if earlier — when we begin preparing or dispatching your Order.

2.2  Acceptance Without Signature

You accept these Terms by any of the following acts of conduct: (a) placing an Order with us; (b) accepting Delivery of Products; (c) making any payment to us; or (d) continuing to trade with us following notification that these Terms have been updated. No physical signature is required.

2.3  Precedence

These Terms take precedence over any terms and conditions you may issue, including terms printed on or attached to any purchase order. Any variation of these Terms must be agreed in writing and signed by a director of Bertie's Cheesecake Ltd. We are not bound by any terms that conflict with ours unless we have expressly agreed to them.

2.4  Entire Agreement

These Terms, together with any Order Confirmation and agreed pricing schedule, constitute the entire agreement between us regarding the supply of Products. They supersede all prior discussions, representations, and arrangements.

2.5  Incorporation

These Terms are incorporated into our trading relationship by being: (a) attached to or linked in our first email to you; (b) linked on our invoices and order confirmations; (c) available on our website at bertiescheesecake.com/wholesale-terms; and (d) provided to you on request. You are responsible for ensuring that the relevant personnel in your business are aware of these Terms.

 

3.  Orders and Acceptance

3.1  Placing Orders

Orders may be placed by email, telephone, WhatsApp, or such other means as we agree with you. All Orders are subject to our acceptance and to product availability. We are not obliged to accept any Order.

3.2  Order Confirmation

We will confirm acceptance of your Order in writing (including by email or message). If we cannot fulfil your Order in full, we will notify you as soon as reasonably practicable and either offer a substitute, a partial delivery, or a refund for the unfulfilled portion.

3.3  Order Lead Time

Orders must be placed at least 48 hours before the requested delivery date, unless we have agreed a shorter lead time with you in writing. We will use reasonable endeavours to meet agreed delivery dates but they are estimates only and time is not of the essence.

3.4  Order Changes and Cancellation

You may request changes to or cancellation of an Order, but we are not obliged to accept such requests once an Order has been confirmed. If we have already begun production for your Order, we reserve the right to charge for any Products prepared but not delivered, including the cost of raw materials and reasonable production time.

3.5  Minimum Order

Minimum order quantities and values apply as notified to you from time to time. We reserve the right to introduce or change minimum orders on reasonable written notice.

 

4.  Pricing and Payment

4.1  Prices

Prices are as set out in our current wholesale price list or as agreed in writing. All prices are exclusive of VAT (if applicable) unless stated otherwise. We reserve the right to adjust prices on not less than 14 days' written notice to reflect changes in ingredient costs, energy costs, or other input costs beyond our reasonable control.

4.2  Invoicing

We will issue an invoice at the time of Delivery or such other time as we agree. Invoices may be sent by email. It is your responsibility to ensure you receive our invoices and to provide an accurate email address for billing purposes.

4.3  Payment Terms

Payment is due within 7 days of the invoice date, or before the next scheduled delivery or collection, whichever is sooner. Payment must be made by bank transfer to the account details shown on our invoice, or by such other method as we agree in writing.

For new wholesale accounts, we reserve the right to require payment in advance or on delivery until a satisfactory payment history has been established, typically after the first four consecutive orders paid on time.

4.4  Late Payment

If payment is not received by the due date, we reserve the right to exercise all rights available to us under the Late Payment of Commercial Debts (Interest) Act 1998, including:

• charging interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until actual payment;

• recovering from you our reasonable debt recovery costs, including any charges incurred through use of a debt collection service or legal proceedings; and

• suspending or cancelling any outstanding or future Orders without liability to you until the overdue amount is paid in full.

4.5  Set-Off

You may not withhold payment or set off any amount against sums due to us without our prior written consent.

4.6  Disputed Invoices

If you dispute any part of an invoice, you must notify us in writing within 5 Business Days of receipt, specifying the amount in dispute and the reason. Undisputed amounts must be paid by the due date.

 

5.  Delivery, Risk, and Title

5.1  Delivery

We will deliver Products to the address specified in your Order, or you may collect from us if agreed in advance. Delivery dates are estimates. We are not liable for delays caused by events outside our reasonable control.

5.2  Delivery Charges

Delivery charges, if any, will be notified to you at the time of Order and shown on your invoice.

5.3  Acceptance at Delivery

You or your representative must be available to receive Delivery at the agreed time and location. You should inspect the Products at the time of Delivery and notify us immediately by phone or message of any visible damage, shortage, or discrepancy. Acceptance of Delivery without immediate notification will be treated as confirmation that the Products were received in good condition and correct quantity. If you are unable to accept Delivery through no fault of ours, we may charge a reasonable redelivery fee.

5.4  Risk

Risk in the Products passes to you at the point of Delivery. From that point, you are responsible for storing and handling the Products appropriately.

5.5  Retention of Title

Title to the Products does not pass to you until we have received payment in full for all Products supplied to you under this and any other agreement. Until title passes:

• you must store the Products separately, in suitable refrigerated conditions, and clearly identified as belonging to us;

• you must not dispose of, charge, or otherwise encumber the Products;

• we may at any time, on reasonable notice, require you to return the Products or enter your premises to recover them; and

• if the Products are incorporated into other goods before title passes, our interest extends to the resulting goods to the extent of the value of our Products.

This retention of title clause does not prevent you from selling our Products to your customers in the ordinary course of your business, provided payment to us is not overdue.

 

6.  Product Handling, Storage, and Resale Responsibilities

6.1  Refrigeration

Our Products are fresh, chilled food items. You must keep Products refrigerated at 2–5°C at all times from the point of Delivery until sale to your customer. Products must not be frozen unless we have specifically confirmed in writing that a particular product is suitable for freezing.

6.2  Use By Dates

You must not sell or offer for sale any Product after its stated use-by date. It is your responsibility to manage stock rotation and remove Products from sale at the appropriate time.

6.3  Food Hygiene and Compliance

You are responsible for ensuring that your premises, staff, and practices comply with all applicable food safety and hygiene legislation, including the Food Safety Act 1990, the Food Hygiene (England) Regulations 2006, and all related regulations. You must hold a current food business registration with your local authority.

6.4  Allergen Information

Our Products contain milk, eggs, and may contain other allergens as specified on product labelling or our allergen information sheets. You must not modify our allergen declarations. You are responsible for communicating accurate allergen information to your customers and for complying with the Food Information for Consumers Regulations 2014 and Natasha's Law.

6.5  Resale

You may sell our Products to end consumers only. You may not resell our Products to other wholesale buyers without our prior written consent.

6.6  Display and Presentation

You must present our Products in a manner consistent with their premium artisan positioning. You must not display our Products in conditions that would compromise their quality or mislead consumers.

 

7.  Quality, Defects, and Claims

7.1  Quality Standards

We warrant that all Products will be: (a) of satisfactory quality within the meaning of the Sale of Goods Act 1979; (b) fit for the purpose of retail sale as premium artisan cheesecake; and (c) correctly labelled with accurate use-by dates and allergen information at the point of Delivery.

7.2  Claims Window

Any complaint regarding the quality, condition, or quantity of Products must be made to us in writing (including by email or WhatsApp message) within 24 hours of Delivery. Claims made outside this window may not be accepted, as the perishable nature of our Products makes it impossible to investigate complaints raised later.

7.3  Evidence

When making a quality complaint, you must provide: (a) your order reference; (b) a description of the defect; (c) photographic evidence where the defect is visible; and (d) the use-by date on the affected Product.

7.4  Our Response

If we accept a valid quality complaint, we will, at our sole discretion, either: (a) replace the affected Products at no charge with your next order; (b) issue a credit note against your next invoice; or (c) provide a partial or full refund. We will not be liable for any loss of profit, loss of goodwill, or other consequential loss arising from a defective Product.

7.5  Exclusions

We are not responsible for quality issues arising from: (a) improper storage or handling by you after Delivery; (b) failure to observe use-by dates; (c) your modification or adulteration of the Products; or (d) external factors beyond our control affecting your premises.

 

8.  Limitation of Liability

8.1  Nothing in these Terms excludes our liability for:

• death or personal injury caused by our negligence;

• fraud or fraudulent misrepresentation; or

• any liability that cannot be lawfully excluded under the Unfair Contract Terms Act 1977 or any other applicable law.

8.2  Subject to Clause 8.1, we shall not be liable to you for:

• any indirect or consequential loss;

• loss of profit, revenue, or business opportunity;

• loss of goodwill or reputation;

• loss arising from your failure to comply with storage or handling requirements; or

• loss arising from events beyond our reasonable control.

8.3  Cap on Liability

Subject to Clause 8.1, our total aggregate liability to you under or in connection with any Agreement shall not exceed the value of the Order to which the claim relates.

8.4  Mitigation

You must take reasonable steps to mitigate any loss you suffer. We will not be liable for loss that you could have avoided by taking reasonable steps.

 

9.  Cancellation and Termination

9.1  Termination for Convenience

Either party may terminate the wholesale supply arrangement on 14 days' written notice to the other, without cause. Termination does not affect any outstanding Orders already confirmed or any sums due.

9.2  Termination for Cause

We may terminate the arrangement immediately on written notice if:

• you fail to pay any sum due within 7 days of a payment reminder;

• you become insolvent, enter administration, or are subject to a winding-up order;

• you materially breach these Terms and fail to remedy the breach within 7 days of written notice from us;

• you act in a manner that in our reasonable opinion is damaging to our brand or reputation; or

• your food hygiene rating falls below the minimum standard required by law.

9.3  Consequences of Termination

On termination: (a) all outstanding invoices become immediately due and payable; (b) you must return or destroy any confidential information belonging to us; and (c) all licences to use our Intellectual Property cease immediately.

 

10.  Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, including: acts of God, pandemic or epidemic, fire, flood, severe weather, war, civil unrest, government action, industrial action, failure of utilities or infrastructure, or shortage of materials or labour not caused by the affected party.

The party affected must notify the other as soon as reasonably practicable, explaining the nature and expected duration of the event. If a Force Majeure Event continues for more than 30 days, either party may terminate the arrangement on 7 days' written notice without liability, save for sums already due.

 

11.  Intellectual Property and Brand Usage

11.1  Ownership

All Intellectual Property relating to Bertie's Cheesecake Ltd — including the Bertie's Cheesecake name, logo, branding, packaging design, recipes, and product concepts — remains our exclusive property. Nothing in these Terms transfers any Intellectual Property rights to you.

11.2  Permitted Use

We grant you a limited, non-exclusive, non-transferable licence to use our brand name and product images solely for the purpose of marketing and selling our Products within your premises and on your authorised digital channels. Any use must be consistent with the premium nature of our brand.

11.3  Restrictions

You must not:

• alter, modify, or remove any branding, labelling, or packaging on our Products;

• use our brand name in any way that suggests endorsement of any third-party product or service;

• reproduce our recipes or product formulations;

• register any trade mark, domain name, or social media handle that incorporates our brand name or any confusingly similar name; or

• make any representations about the origin, provenance, or quality of our Products that are inaccurate or misleading.

11.4  Social Media and Photography

You are welcome to photograph and share images of our Products on social media, provided any such content is accurate, flattering, and credits Bertie's Cheesecake where reasonably practicable. We reserve the right to request removal of any content that misrepresents our Products or brand.

11.5  Survival

The restrictions in this Clause 11 survive termination of the Agreement.

 

12.  Confidentiality

Each party agrees to keep confidential all Confidential Information received from the other and to use it only for the purposes of this Agreement. This obligation does not apply to information that: (a) is or becomes publicly known other than through breach of this clause; (b) was lawfully in the recipient's possession before disclosure; (c) is independently developed by the recipient without use of Confidential Information; or (d) is required to be disclosed by law or a regulatory authority.

This obligation of confidentiality continues for two years following termination of the Agreement.

 

13.  Variation of Terms

We may update these Terms from time to time. We will notify you of material changes by email at least 14 days before they take effect. Your continued placement of Orders after that date constitutes acceptance of the updated Terms. If you do not accept the updated Terms, you must notify us in writing before the effective date, and either party may then terminate the arrangement on 14 days' notice.

The current version of these Terms is always available at bertiescheesecake.com/wholesale-terms and will be dated with a version number.

 

14.  General

14.1  Governing Law and Jurisdiction

These Terms and any Agreement are governed by the law of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to settle any dispute arising from or in connection with these Terms.

14.2  Notices

Any notice required under these Terms must be in writing and sent by email to the email addresses exchanged between us at the commencement of the trading relationship, or by first class post to our registered business address. Notices sent by email are deemed received on the next Business Day after sending, provided no delivery failure notification is received.

14.3  Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, that provision shall be deleted. The remaining provisions continue in full force.

14.4  Waiver

A failure or delay by us to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy. A waiver of any breach does not constitute a waiver of any subsequent breach.

14.5  Assignment

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any successor business.

14.6  Third Party Rights

No person other than the parties to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

14.7  Relationship of Parties

Nothing in these Terms creates a partnership, agency, franchise, or employment relationship between us. You act as an independent business.