Standard Customer Terms and Conditions

Isle of Man Creamery Limited

Standard Customer Terms and Conditions

About these terms and conditions
1. This document sets out the terms and conditions upon which we, Isle of Man Creamery Limited, supply goods to our Customers. Please read these Conditions carefully together with our privacy policy, which is available on our website www.isleofmancreamery.com or by contacting us using the details at the end of this document.
2. These Conditions may have changed since you last reviewed them. For a list of changes and when they were made please visit our Website. All purchases are made on the basis of the latest version of the Conditions at the time of the Order.
3. Please note that Business Customers do not have the same rights as Consumers, so certain Conditions only apply to Business Customers or to Consumers.
4. Unless we have expressly agreed otherwise in writing, these Conditions apply to the exclusion of any other terms that the Customer may seek to impose or incorporate. To the fullest extent permitted by applicable law, these Conditions apply to the exclusion of terms implied by law, trade custom, practice or course of dealing. 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.
Interpretation
1. We use the following terms in these Conditions:

App: means [ ]

Business Customer: means a Customer buying Goods wholly or mainly for use in connection with their trade, business, craft or profession.

Business Day: means a day (other than a Saturday, Sunday or public holiday on the Isle of Man) when banks in the Isle of Man are open for business.

Conditions: means the terms and conditions set out in this document as amended from time to time.

Consumer: means a Customer who is not a Business Customer.

Customer: means a person or firm who purchases Goods from us and includes Consumers and Business Customers.

Customer Number: means a unique reference number we assigned to a Customer once registered with us.

Delivery Location: means the place you ask us to deliver Goods to.

Direct Debit: means an arrangement between the Customer and a bank which allows a third party to transfer money from the Customer’s bank account to our bank account on agreed dates.

Goods: means the products and produce we sell.

Order: means the Customer’s order for Goods.

[Returnable Packaging Materials: means returnable, reusable packaging including: crates, pallets, cages and glass bottles.]

Standing Order: means an order for Goods which the Customer orders to be delivered regularly each week for delivery on a particular day of the week.

VAT: means Value Added Tax.

Website: means our website www.isleofmancreamery.com

We, Us, Our: means Isle of Man Creamery Limited, with company number 121467C and registered office of The Creamery, Ballafletcher Farm Road, Cronkbourne, Isle of Man IM4 4QE.

You, Your: means the Customer.

In these Conditions, unless the context requires otherwise, a reference to:

1. a person includes a natural person, corporate or unincorporated body;
2. a party includes its personal representatives, successors and permitted assigns;
3. legislation is a reference to it as amended or re-enacted, and includes all subordinate legislation made under that legislation; and
4. writing or written includes email.

Any words following the terms including, include, in particular, for example or any similar expression are illustrative only and shall not limit the sense of the words preceding them.

3. The Goods We Sell

1. Customers may purchase Goods as displayed on our Website or in any written catalogue or order forms we issue from time to time.
2. The Goods we offer for sale may change from time to time. We let you know at least [PERIOD][1] in advance before we cease offering any Goods [and refund any sums you have paid in advance for products which won’t be provided][2].
3. We will let you know if we are unable to supply any Goods you have ordered. If this is the case, we may choose to supply substitute Goods of equivalent quality and price, and we will notify you of the substitution. If you do not wish to accept the substituted item, you can notify us using the information at the end of these Conditions within [2 days] of receipt and we will collect the item from you [and refund any sums you have paid for the Goods], provided that you have not opened or used the item.[3]
4. Where you are a Consumer, the Supply of Goods and Services Act 1996 implies terms into these Conditions, for example that Goods we supply will correspond to their description and be of satisfactory quality.
5. If you think there is something wrong with the Goods you receive, you should contact us using the contact details at the end of these Conditions. Due to the perishable nature of the Goods we supply, we request that you contact us as soon as possible upon discovering that there is something wrong with the Goods you receive and no later than the [2 days] after the relevant delivery.
6. If you are a Business Customer, we exclude all terms implied by the Supply of Goods and Services Act 1996 to the fullest extent permissible by law. We warrant to our Business Customers that on delivery Goods shall: (a) conform in all material respects with their description; (b) be free from material defects in design, material and workmanship; (c) be of satisfactory quality (within the meaning of the Supply of Goods and Services Act 1996); and (d) be fit for any purpose held out by us. Unless an exception applies, if: (i) you give us notice in writing within a reasonable time of discovery that a Good does not comply with these warranties; (ii) we are given a reasonable opportunity of examining such Goods; and (iii) you return such Goods to us at our cost, we shall, at our option, replace the defective Goods, or refund the price of the defective Goods in full and this will be your only remedy for breach of the warranty. We will not be liable for a failure of Goods to comply with this warranty if you make any further use of such Good after telling us it is non-compliant or the defect arises because you failed to follow our instructions as to the storage or (if there are none) good trade practice.

4. Placing an Order

Customers are encouraged to place Orders online via our Website or App, in accordance with the following terms. Alternatively, Orders can be placed by emailing or telephoning us using the details set out at the end of these Conditions [or by …][4]
The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
Once an Order is confirmed, we are under an obligation to deliver conforming Goods (subject always to the availability of the relevant Goods and you are under an obligation to pay).
Standing Orders
Customers may place a Standing Order for the provision of selected Goods on specified day(s) of the week. The Goods will be provided on an ongoing weekly basis unless the Standing Order is otherwise amended or terminated in accordance with these Conditions.
Customers wishing to place a Standing Order must first create an account with us by registering online via our Website or App, by email or over the phone. To place a Standing Order, the Customer will be required to sign up for Direct Debit payment and electronic invoicing which will be done at the time of creating an account.
Once we have processed your registration request, you will receive an email confirming that your account with us has been created and giving you your Customer Number. The email will also confirm the date on which your Standing Order will become effective and your first delivery will be made. Customers who do not provide an email address will receive confirmation of their Customer Number and date their Standing Order will become effective [by a letter sent to the address supplied by the Customer.][5] You will not receive subsequent Order confirmations unless you cancel or amend your Order in accordance with these Conditions.
Changes to Standing Orders
You can amend your Standing Order on a permanent or temporary basis by submitting a request online via our Website or App, by email or over the phone. Amendments or cancellations can be requested at any time up to 4:30pm on the [Business Day][6] prior to the day of delivery.
Single Orders
[ ][7]

5. Pricing

We sell Goods at the price shown on our Website from time to time. If you place a Standing Order, any change to the price of Goods on our Website will be applied to your Standing Order. We will notify you of any changes to the price of Goods in your Standing Order prior to the change taking effect.
The price of milk is set by the Isle of Man Government and is exempt from any promotion or price reduction. Any changes to the price of milk stipulated by the Isle of Man Government will be passed on to Customers and communicated to you before the changes take effect.
We do not currently charge for delivery, but we reserve the right to introduce delivery charges in the future. If we introduce delivery charges, we will give you prior notice of the amount of such charges with sufficient time to allow you to cancel any Order which may otherwise incur a delivery charge.
All prices are expressed as including Value Added Tax (VAT), unless otherwise stated. If the rate of VAT changes between you placing an Order and the date we supply the Goods, we will adjust the rate of VAT that you pay unless you have already paid in full before the change in the rate of VAT takes effect.

6. Delivery[8]

We shall deliver the Goods to the property set out in the Order or such other location as the parties may agree (Delivery Location) at any time before we deliver the Goods.
Deliveries are normally made by leaving the Goods outside of the property (known as “door-step delivery”). Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
By placing an Order and specifying the Delivery Location, you give us permission to access the Delivery Location for the purpose of delivering the Goods. Subject to Condition 8 (Liability), we will not be liable to the Customer for any loss or damages incurred by the Customer as a result of providing us with access to the Delivery Location. Subject to Condition 8 (Liability), we will not be liable for any delay in delivery that is caused by your failure to provide us with adequate delivery instructions or any other instructions that are relevant to supplying the Goods to the requested Delivery Location.
Deliveries may be made at an unattended Delivery Location and outside of the business hours of the Customer. Our usual delivery times are between midnight and 8am. By placing an Order, you acknowledge that such delivery times are reasonable in the circumstances. Any times quoted for delivery are approximate only, and the time of delivery is not of the essence.
Deliveries are only available on the days as stated on our website, with different locations having different available delivery days. [Goods will usually be delivered on the day requested in the Order, however Goods may be delivered on other days where the usual delivery day is a bank holiday.][9]
The title and risk in the Goods passes to you on completion of delivery at the Delivery Location.
[You are required to return all Returnable Packaging Materials to us. You shall make any such Returnable Packaging Materials available for collection at such times as we shall reasonably request.][10]
You should check the Goods as soon as they are delivered and notify us within [2 days] in the event of any damaged Goods or inconsistencies with your Order. Where you notify us of any damaged Goods or inconsistencies with your Order, we will act promptly to deliver replacement Goods. If you do not notify us within this period, or if you use the Goods, you are deemed to have accepted the Goods delivered.
For Business Customers, in the event that the quantity of Goods we deliver is inconsistent with your Order by [5%] or less, you may not reject the Goods. Where you notify us of the discrepancy within [2 days] of the delivery, we will make a pro rata adjustment to the invoice for the Goods.
We may deliver the Goods by instalments, which shall be show separately on the relevant invoice. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.

7. Invoicing and Payment[11]

We will send you an invoice in the first week of each month, setting out the Goods we supplied to you in the previous month and the total amount due to us in payment. Payment will be in arrears of receiving the Goods.
Invoices will be issued electronically via email or the App. Customers who do not provide an email address will be sent invoices by post, and may be subject to an additional administrative charge.
Payment must be made either:
by Direct Debit on the agreed Direct Debit date following the month of supply; or
within 14 days of the date of the invoice using our website www.isleofmancreamery.com/online-pay or over the phone or in person, using the details set out at the end of these Conditions.[12]
If you wish to query an invoice, please contact us within the applicable payment period using the details set out at the end of these Conditions.
We ask all Customers to sign up for monthly Direct Debit payments where possible.[13] This can be done online www.isleofmancreamery.com/pay-by-direct-debit or over the phone with our customer services team using the details set out at the end of these Conditions.
If we are unable to collect any payment you owe us, we may charge interest on the overdue amount at the rate of [2][14]% a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.
Without prejudice to any other right or remedy, we reserve the right to suspend supplying Goods if you have failed to pay any amount owed to us or if, in our reasonable opinion, you will not be able to meet any existing or future commitment to us.

8. Liability

If we cannot deliver Goods due to an event outside our control, such as [extreme bad weather or unplanned road closures affecting access to the Delivery Location][15], we will contact you as soon as possible to let you know and do what we can to reduce the delay. As long as we do this, we won’t compensate you for the delay, but if the delay is likely to be substantial you can contact us using the details at the bottom of these Conditions to cancel your Order.
Where you are a Consumer, we will not be responsible for any losses you may suffer if the loss is:
1. Unexpected – if it was not obvious that it would happen and nothing you said to us before we accepted your Order meant we should have expected it (so, in the law, the loss was unforeseeable);
2. Avoidable - something you could have avoided by taking reasonable action; or
3. Caused by a delaying event outside our control, where we have taken the steps set out in Condition 8.1 above].
If you are a Business Customer then, except in respect of the losses described in Condition 8.4:
1. we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
2. our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to [£[FIGURE] OR [the greater of £[FIGURE] and [NUMBER IN WORDS] per cent ([NUMBER IN FIGURES]%) of] the total sums paid by you for products under such contract].
Nothing in these terms shall limit or exclude our liability for:
1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
2. fraud or fraudulent misrepresentation;
3. breach of the terms implied by section 1 of the Supply of Goods and Services Act 1996;
4. defective products under the Consumer Protection Act 1991; or
5. any liability that legally cannot be limited.

9. Termination

You can end a Standing Order at any time online via our Website or App, by email or over the phone. We will cease deliveries on the date you have requested, provided that the request is made no later than 4.30pm on the Business Day before you wish to cease deliveries. We will send you an invoice the following month and you must pay us as usual, but after that we will stop sending you monthly statements.
We can end our contract with you if:
1. you don't make any payment to us when it's due and you still don't make payment within [NUMBER] days of our reminding you that payment is due;
2. you don't, within a reasonable time of us asking for it, provide us with information, cooperation or access that we need to provide the Goods, for example, [TYPE OF INFORMATION, COOPERATION OR ACCESS];
3. you don't, within a reasonable time, either allow us to deliver Goods to you or collect them from us;
4. we give you at least [two months’ notice];
5. [other circumstances]
Termination of the agreement between us, 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 these Conditions which existed at or before the date of termination.
Any provision of these Conditions that expressly or by implication is intended to come into or continue in force on or after termination of the agreement between us shall remain in full force and effect.

10. Disputes

If you have any concerns or problems regarding an Order or otherwise arising out of your relationship with us, please contact us using the details set out at the end of these Conditions and our Customer Service Team will do their best to resolve matters [as per our complaints policy][16].
The rights and remedies under these Conditions are in addition to the rights and remedies implied by statute and common law.
These Conditions and any dispute or claim arising out of or in connection with them are be governed by the laws of the Isle of Man.
The Isle of Man courts have jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions.

11. General

This contract is between you and us. Nobody else can enforce it and neither of us will need to ask anybody else to sign-off on ending or changing it.
If a court or other authority decides that some of these Conditions are unlawful, the rest of these Conditions will continue to apply.
Even if we delay in enforcing these Conditions, we can still enforce these Conditions later. We might not immediately chase you for not doing something (like paying) or for doing something you are not allowed to, but that does not mean we cannot do it later.
It is important that the data we hold about you and the Delivery Location is accurate and up-to-date. Please keep us informed of any changes, for example if you move house or change your email address.
We may make changes to these Conditions from time to time, in which case we will give you at least [one month’s notice] before the change takes effect. We will publish the revised Conditions on our Website before they take effect. You may cancel any Order before the revised Conditions come into effect.

12. Additional terms for business customers

If you are a Business Customer, these Conditions and the Order constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in these Conditions and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
If you are a Business Customer, all amounts due under this agreement (from you to us or from us to you) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

13. Contact Information

You can contact us by any of the following methods:
1. Phone: 01624 632000
2. Email: customerservices@isleofmancreamery.com
3. Post: The Creamery, Ballafletcher Farm Road, Cronkbourne, Isle of Man IM4 4QE
4. Website: www.isleofmancreamery.com/contact
Our customer services team are usually available 8.30am-4.30pm Monday to Friday, or 8.30am-12noon on bank holidays.