Terms & Conditions of Supply

1. INTERPRETATION

In these conditions:

1.1 "BUSINESS DAY" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business; "CONDITIONS" means these standard terms and conditions; "CONTRACT" means the contract between Just Crisps and the Customer for the sale and purchase of Goods in accordance with these Conditions; "CUSTOMER" means the person who accepts a quotation of Just Crisps for the sale of Goods or whose order for the Goods is accepted by Just Crisps; "FORCE MAJEURE EVENT" means any event which delays or prevents performance of a party's obligations and which is either beyond that party's reasonable control, including but not limited to strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure or interruption of energy sources, other utility service or transport network, acts of God, war, threat of or preparation for war, armed conflict, terrorism, riot, civil commotion, interference by civil or military authorities, sanctions, embargo, export or import restriction, quota or prohibition, breaking off of diplomatic relations, national or international calamity, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosion, collapse of building structures, fire, flood, drought, storm, earthquake, volcanic eruption, loss at sea, epidemic, pandemic or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors; "GOODS" means the goods (including any instalment of the goods) which Just Crisps is to supply pursuant to any Order; "INTELLECTUAL PROPERTY RIGHTS" means patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; "Just Crisps" means Just Crisps Limited (registered number 07197212); "MARKS" means Just Crisps' trade name, brand names and logos; "ORDER" means the Customer's order for the Goods, as set out in the Customer's written acceptance of Just Crisps's quotation or in the Customer's purchase order; and "YEAR" means a period of 12 consecutive months starting on the date the first Contract between Just Crisps and the Customer comes into existence in accordance with Clause 2.2, and each successive period of 12 consecutive months thereafter.

2. BASIS OF THE AGREEMENT

2.1 Just Crisps shall sell and the Customer shall purchase the Goods in accordance with the Contract, which shall apply to the exclusion of any other terms and conditions including those that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Just Crisps' employees or agents are not authorised to make any representations or give any advice or recommendations concerning the Goods except where confirmed by Just Crisps in writing. These Conditions apply only where the Customer purchases the Goods in the course of a business and not as a consumer.

2.2 The Order constitutes an offer to purchase the Goods in accordance with these Conditions. The Customer shall ensure the accuracy of any Order (including any specification). The Contract shall come into existence upon Just Crisps' written acceptance of an Order. 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.

2.3 Following acceptance of an Order by Just Crisps the Order may not be cancelled or modified by the Customer without the prior written consent of Just Crisps. Just Crisps reserves the right at any time to make changes in the recipe or specification of the Goods which are required to conform with product development plans, applicable food safety or other statutory or non-statutory requirements.

2.4 The acceptance of an Order and the fulfilment of a Contract by Just Crisps are at all times subject to the availability of stock.

2.5 Just Crisps reserves the right to amend the Contract if the Customer's business parameters change, for example: if the Customer acquires other retail outlets this will not count towards any growth incentive payments agreed between the parties. If the Customer disposes of retail outlets, other brands or the business undergoes other changes, the parties shall seek to agree appropriate adjustments and, if no agreement is reached within thirty (30) days of either party requesting adjustments, Just Crisps may on written notice make such adjustments to the Contract as are reasonable in the circumstances.

2.6 Notwithstanding any other provision of these Conditions, Just Crisps may, at any time before its acceptance of an Order, propose an amendment to, or reject entirely, that Order if Just Crisps in its entire discretion decides that it would be in Just Crisps' best interests to do so. Just Crisps shall not be obliged to share its reasoning behind any decisions made by it pursuant to this Clause 2.6.

2.7 Just Crisps may, from time to time, provide a list of recommended retail prices or offer advice about the category to the Customer. At all times, the Customer shall retain absolute discretion to independently determine its own retail price and related matters connected with onward sale.

2.8 If the Customer requires Just Crisps to assist it in category management, terms of the category management agreement shall then apply.

3. TRADE INVESTMENT

3.1 At Just Crisps' absolute discretion, Just Crisps may contribute trade investment for use to promote its products. Just Crisps will inform the Customer of the trade investment if applicable from time to time.

3.2 No trade investment will occur unless the Customer has signed and returned the promotional proposal record to Just Crisps prior to commencement of any activity.

3.3 Just Crisps shall not pay the Customer any trade investment unless both parties have agreed and validated a performance compliance report.

4. PRICE OF THE GOODS

4.1 The price of the Goods shall be the price as at the delivery date, specified by Just Crisps. Notwithstanding the foregoing Just Crisps may, by giving notice to the Customer at any time up to seven (7) days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

4.1.1 any factor beyond Just Crisps' control (including without limitation increases in labour, materials and manufacturing costs, and increases in taxes and duties);

4.1.2 any request by the Customer to change the delivery date(s), locations/depots, quantities or any specification; or

4.1.3 any delay caused by any instructions of the Customer or failure of the Customer to give Just Crisps adequate or accurate information or instructions.

4.2 The price of the Goods is exclusive of:

4.2.1 the costs and charges of packaging, insurance and transport of the Goods, which the Customer shall pay to Just Crisps; and

4.2.2 any applicable value added tax ("VAT"), which the Customer shall pay to Just Crisps at the prevailing rate.

4.3 Pallets on which deliveries are made are the property of Just Crisps or of a third party and must be made available by the Customer for collection by Just Crisps at such times as Just Crisps shall reasonably request. Where no pallet is available, a pallet control voucher or equivalent shall be provided to Just Crisps.

5. QUALITY

5.1 Subject to Clause 5.3, Just Crisps warrants that on delivery, the Goods shall be of satisfactory quality, materially free from defects, fit for their intended purpose held out by Just Crisps and materially match any description and/or specification provided by Just Crisps.

5.2 Subject to Clause 5.3, if:

5.2.1 the Customer gives notice in writing to Just Crisps within 7 days of delivery that some or all of the Goods do not comply with the warranty set out in Clause 5.1;

5.2.2 Just Crisps is given a reasonable opportunity of examining such Goods; and

5.2.3 the Customer (if asked to do so by Just Crisps) returns such Goods to Just Crisps' place of business at the Customer's cost, then Just Crisps shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full. If the Customer does not comply with this Clause 5.2, the Customer shall not be entitled to reject the Goods and Just Crisps shall have no liability for such defect.

5.3 Just Crisps shall not be liable for any Goods' failure to comply with the warranty set out in Clause 5.1 in any of the following events:

5.3.1 the defect arises because the Customer failed to follow Just Crisps' oral or written instructions as to the storage and use of the Goods or (if there are none) good trade practice regarding the same;

5.3.2 the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions; or

5.3.3 the Goods differ from their description and any specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or

5.3.4 the defect arises as a result of Just Crisps following Customer instructions and/or any specification provided by the Customer.

5.4 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.

5.5 These Conditions shall apply to any replacement Goods supplied by Just Crisps.

5.6 Just Crisps shall use reasonable endeavours to ensure that, on delivery, the Goods have a remaining shelf life of not less than twelve weeks remaining shelf life shelf life stated on the Goods, unless agreed otherwise in writing.

5.7 Each party shall notify the other immediately if it becomes aware of any matter which may give rise to the recall or withdrawal of any Goods. Just Crisps shall have sole control of the conduct of any recall or withdrawal of the Goods, and the Customer, shall provide all cooperation reasonably requested by Just Crisps (including removing Goods from sale and returning or destroying Goods as directed). Unless and to the extent that the recall or withdrawal arises from the Customer's storage, handling, act or omission, Just Crisps shall bear the reasonable direct costs of the recall or withdrawal.

6. TERMS OF PAYMENT

6.1 Just Crisps shall be entitled to invoice the Customer for the price of Goods on or at any time after delivery or, upon written notice to the Customer, set off the price against any money due to the Customer by Just Crisps.

6.2 Payment for Goods in full and in cleared funds without any deductions is due and must be received by Just Crisps before the 21st day of the month following the month the invoice was dated, unless specifically agreed in advance and in writing by Just Crisps. The time of payment of the price shall be of the essence. Receipts for payment will only be issued upon request.

6.3 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding.

6.4 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Just Crisps, Just Crisps shall be entitled to:

6.4.1 suspend any further deliveries; and

6.4.2 withhold payment of overriding and retrospective discounts and promotional allowances.

6.5 The parties will discuss any pricing queries and disputes within two months of the date of the invoice. If the dispute is not resolved within this timeframe the invoice will be deemed to be correct.

6.6 Payment shall fall due in accordance with Clause 6.2 and Just Crisps shall accordingly be entitled to sue for the price once it is due, despite the fact that title to the Goods has not passed to the Customer.

6.7 Just Crisps reserves the right, in its absolute discretion, to withdraw or refuse credit terms without assigning any reason therefore.

6.8 If the Customer fails to make any payment due to Just Crisps under the Contract by the due date, then, without limiting Just Crisps' other rights and remedies, the Customer shall pay interest and compensation on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

7. DELIVERY

7.1 Just Crisps shall deliver the Goods to the location set out in the Order or such other location as agreed between the parties ("Delivery Location") at any time after Just Crisps notifies the Customer that the Goods are ready.

7.2 The Customer shall provide all necessary delivery instructions, documents, licences, authorisations, labour and equipment to accept delivery of the Goods and enable the Goods to be safely unloaded at the Delivery Location. The Customer shall ensure that each delivery of Goods is signed for by an authorised representative.

7.3 The parties may agree that the Customer shall collect the Goods from Just Crisps's premises or such other location as may be advised by Just Crisps prior to delivery ("Collection Location"), in which case the Customer shall collect the Goods within three (3) Business Days of Just Crisps notifying the Customer that the Goods are ready.

7.4 Delivery of the Goods shall be completed:

7.4.1 in the event of delivery pursuant to Clause 7.1, on delivery of the Goods at the Delivery Location, or if Just Crisps procures a carrier to deliver the Goods, on delivery of the Goods to the carrier; or

7.4.2 in the event of delivery pursuant to Clause 7.3, on collection of the Goods by the Customer (or its nominated carrier) or if earlier, on expiry of the notice given by Just Crisps under Clause 7.3; or

7.4.3 in accordance with Clause 7.9.

7.5 Any dates quoted for delivery are approximate only and time for delivery shall not be of the essence.

7.6 Just Crisps shall not be liable for any failure to deliver the Goods or any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Just Crisps with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

7.7 The Customer shall not be entitled to reject the Goods if Just Crisps delivers up to and including 10% more or less than the quantity of Goods ordered, provided that the price shall be adjusted pro rata to reflect the quantity of Goods actually delivered.

7.8 If the Customer fails to take or accept delivery of the Goods within three (3) Business Days of Just Crisps notifying the Customer that the Goods are ready, or Just Crisps is unable to deliver them due to the Customer's breach of Clause 7.2 then delivery of the Goods shall be deemed to have been completed at 09:00 on the third Business Day after the day on which Just Crisps notified the Customer that the Goods were ready.

7.9 If 10 Business Days after the day on which Just Crisps notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, Just Crisps 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.

8. RISK AND TITLE

8.1 Risk in the Goods shall pass to the Customer on delivery of such Goods.

8.2 Title to the Goods shall not pass to the Customer until Just Crisps has received, in cash or cleared funds, payment in full of the price of the Goods and all other goods agreed to be sold by Just Crisps to the Customer for which payment is then due. Until title in the Goods has passed to the Customer, the Customer shall:

8.2.1 hold the Goods on a fiduciary basis as Just Crisps' bailee;

8.2.2 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Just Crisps' property;

8.2.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

8.2.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

8.2.5 notify Just Crisps immediately if it becomes subject to any of the events specified in Clause 10.1.1;

8.2.6 give Just Crisps such information relating to the Goods as Just Crisps may require from time to time; and

8.2.7 permit or procure permission for Just Crisps, its officers, employees and agents, to enter any premises of the Customer (including vehicles) or of any third party where the Goods are stored, in order to satisfy itself that the Customer is complying with the obligations in Clause 8.2, and/or to recover any Goods.

8.3 Subject to Clause 8.4, the Customer may resell the Goods before Just Crisps receives payment for the Goods. However, if the Customer resells the Goods before that time:

8.3.1 it does so as principal and not as Just Crisps' agent;

8.3.2 it shall be effected in the ordinary course of the Customer's business;

8.4 If the Customer becomes subject to any of the events specified in Clause 10.1.1, Just Crisps may at any time:

8.4.1 require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and

8.4.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

8.5 On termination of this Contract, howsoever caused, Just Crisps' rights contained in this Clause 8 shall remain in full force and effect.

9. LIABILITY

9.1 Nothing in these Conditions shall limit or exclude Just Crisps' liability for:

9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or

9.1.2 fraud or fraudulent misrepresentation; or

9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

9.1.4 any other liability which cannot be limited or excluded by applicable law.

9.2 Subject to Clause 9.1, Just Crisps shall not be liable to the Customer, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for:

9.2.1 any indirect, special or consequential loss or damage;

9.2.2 any loss of profits, data, anticipated profits, revenue, business opportunities (in each case whether direct or indirect); or

9.2.3 damage to goodwill (whether direct or indirect).

9.3 Subject to Clauses 9.1 and 9.2, Just Crisps' maximum liability to the Customer arising under or in connection with each Order, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Goods in such Order.

9.4 Subject to Clauses 9.1 and 9.2, the maximum aggregate liability of Just Crisps in relation to the Contract (excluding in relation to any Orders which is subject to the liability cap set out in Clause 9.3) whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the aggregate price of the Goods purchased by the Customer from Just Crisps in the Year in which the first act or omission giving rise to the liability occurs.

9.5 Consumer complaints shall be notified immediately by the Customer to Just Crisps in order for Just Crisps to deal with the complaint.

9.6 Subject to Clause 5.2, the Customer waives any right to seek redress for monetary or other claims relating to matters under or in relation to any Order or Contract or these Conditions from twelve (12) months after the date of delivery of the Goods under the relevant Order.

10. TERMINATION AND SUSPENSION

10.1 If the Customer:

10.1.1 makes any voluntary arrangements with its creditors or becomes subject to an administration order or obtains or becomes subject to a moratorium under Part A1 of the Insolvency Act 1986 or a restructuring plan or scheme of arrangement under Part 26 or Part 26A of the Companies Act 2006 or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for purposes of amalgamation or reconstruction); or an encumbrancer takes possession or a receiver or administrative receiver is appointed, of any of the property or assets of the Customer; or the Customer ceases or threatens to cease, to carry on all or a substantial part of its business, or pay its debts; or

10.1.2 gives Just Crisps reasonable cause to apprehend that any of the events mentioned in Clause 10.1.1 is about to occur in relation to the Customer, or Just Crisps' insurers reduce or remove its credit insurance for the Customer, and Just Crisps notifies the Customer accordingly; or

10.1.3 fails to pay any amount due on the due date for payment and fails to pay all outstanding amounts within 14 days after being given written notice to do so,

then, without prejudice to any other right or remedy available to Just Crisps, Just Crisps shall be entitled to terminate the Contract or suspend or limit further deliveries without liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

10.2 Nothing in this Clause 10 or Clause 6.4 shall entitle Just Crisps to terminate the Contract, or to make the continued supply of Goods conditional on the payment of amounts outstanding, where and to the extent that doing so would contravene section 233B of the Insolvency Act 1986.

11. INTELLECTUAL PROPERTY RIGHTS AND PUBLICITY

11.1 The Customer acknowledges that all Intellectual Property Rights used by or subsisting in the Goods (including in any enhancements and modifications made by Just Crisps) and the Marks are and shall remain the sole property of Just Crisps or (as the case may be) the third party rights owner.

11.2 The Customer hereby grants Just Crisps a royalty-free license to use any recipes and/or specifications owned by the Customer for the purposes of the Contract, for the duration of the Contract and for so long thereafter as is necessary for those purposes.

11.3 The Customer shall indemnify, keep indemnified and hold harmless Just Crisps from and against any and all liabilities, losses, damages, costs and expenses (including any loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Just Crisps for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Just Crisps's use of the Customer's recipe or specification.

11.4 The Customer shall not use any of Just Crisps' Intellectual Property Rights in any publicity, advertising or promotional material or otherwise which is any way prejudicial to those rights or to Just Crisps' wider business interests. The Customer may use Just Crisps' name and logo(s) as a reference in advertising or promotional materials. Such materials must in each instance be pre-approved by Just Crisps in writing and the Customer shall immediately cease using such materials upon request by Just Crisps. Just Crisps licenses the Customer to use the Marks for such purpose.

11.5 Just Crisps may use the Customer's name and logo(s) as a reference or in any advertising or promotional materials, press release, tender, proposal, speech, article or other similar material in accordance with the Customer's instructions (if any) from time to time. The Customer licenses Just Crisps to use its name and logo(s) for such purpose.

12. GSCOP COMPLIANCE

12.1 To the extent that the Groceries Supply Code of Practice (as amended from time to time) ("GSCoP") applies to the Customer, these Conditions and each Contract incorporate the provisions of GSCoP and the provisions of GSCoP may be enforced by Just Crisps as terms of these Conditions.

12.2 In the event of any inconsistency between: (i) the provisions of GSCoP and (ii) these Conditions or other provisions of a Contract, the provisions of GSCoP shall take precedence.

13. GENERAL

13.1 The Customer shall at all times comply with all applicable laws, including but not limited to the Modern Slavery Act 2015, the Bribery Act 2010 and the Criminal Finances Act 2017, and including any law as amended, extended, superseded or consolidated from time to time.

13.2 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. If a Force Majeure Event prevents, hinders or delays a party's performance of its obligations for a continuous period of more than ninety (90) days, either party may terminate the Contract by giving fourteen (14) days' written notice to the other party.

13.3 The Customer agrees that Just Crisps and any of its group undertakings (as defined in section 1161 of the Companies Act 2006) may search the files of a Credit Reference Agency which shall keep a record of that search. Details of the conduct of that Customer's account may also be disclosed to the agency. This information may be used by other parties for the purpose of a continuing assessment of credit risk. Each party shall comply with its obligations under applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

13.4 A notice shall be effective upon written notice to the other party which shall be sent by first class mail or courier. Any notice given shall be deemed to have been received as of the earlier of actual receipt or three (3) Business Days after posting or depositing with a courier service. The address to which a notice is to be sent is the party's current registered office address. 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.

13.5 A notice given under or in connection with this Agreement is not valid if sent by email.

13.6 The Customer may not assign, transfer, mortgage, charge, subcontract, 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 Just Crisps.

13.7 No waiver by Just Crisps of any breach by the Customer of the Contract or these Conditions shall be considered as a waiver of any subsequent breach. No failure or delay by Just Crisps in exercising any right or remedy under the Conditions, a Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

13.8 If any provision of these Conditions is held by a competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

13.9 No one other than a party to the Contract and their permitted assignees shall have any right to enforce any of its terms.

13.10 The Contract (incorporating these Conditions and, where applicable, GSCoP) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Just Crisps which is not set out in the Contract. Nothing in this Clause 13.10 shall limit or exclude any liability for fraud or fraudulent misrepresentation.

13.11 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (whether contractual or non-contractual in nature, such as claims in tort, from breach of statute or regulation or otherwise) shall in all respects be governed by and interpreted in accordance with English Law and each party irrevocably submits to the exclusive jurisdiction of the English courts.

13.12 No variation of the Contract or these Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).