1.Ownership. All software, content and materials used or appearing on the Sites the Materials are the exclusive property of McCormick or its licensors and are protected by United States and English law. and international copyright, trademark, and other intellectual property rights laws. No copying, sale or exploitation of the Materials is permitted without the prior written consent of McCormick and any other applicable copyright owner. You do not acquire any ownership rights by virtue of downloading the Materials from the Sites. If we request or permit the submission of your opinions and/or ideas, then prior to making the submission, you may be required to sign an agreement prepared by McCormick that confirms that all opinions, ideas, suggestions, and other feedback submitted by you may be used by McCormick without any restriction or limitation, and free of charge.
2.Content. You acknowledge that McCormick does not control and is not responsible for data, information, content and communications made available on the Site by you or third parties (“Content”), and that McCormick will not be liable in any way for any Content or for any loss or damage of any kind incurred as a result of, or in connection with, any Content. You agree to be responsible for all video and audio and other content and communications that you make available on the Site in any form (“Your Content”). You affirm, represent and warrant that (a) you own or have the necessary licenses, rights, consents and permissions to enable inclusion and use of Your Content by McCormick and agents, affiliates and assigns in accordance with these terms and conditions, and (b) you have the written consent, release, and/or permission of each and every identifiable person who is referenced or appears in Your Content to enable inclusion and use of Your Content by McCormick and its agents, affiliates and assigns in accordance with these terms and conditions. McCormick shall have the right, but not the obligation, to refuse or delete any Content in its sole and absolute discretion at any time. Without limitation, you agree that you will not submit any Content (a) that is sexual in nature, obscene or pornographic; (b) that is false or misleading; (c) that could constitute a criminal offense, give rise to civil liability or violate any federal, state or local law or regulation; (d) that contains profanities or expletives; (e) that is encrypted, or contains any viruses, Trojan horses or other computer programming routines or elements that are intended to cause damage or interference to the Site(s), or with another’s system or data. </p> <p style=;">
3. Individual Use. You are only authorised to visit, view and to retain copies of pages of the Sites for your own individual, non-commercial, home use. You may not duplicate, download, publish, modify or otherwise distribute any of the Materials for any purpose other than for your own individual use unless otherwise authorised by McCormick in writing. Users of the Sites shall not use the Sites for any illegal purpose, or in a manner that could damage or overburden McCormick’s server, or to attempt to gain unauthorised access to accounts computer systems or networks connected to McCormick’s server through hacking, password mining or any other means. McCormick may, but is not obligated to, monitor or review any areas on the Sites where users transmit or post communications or communicate solely with each other, including but not limited to chat rooms, bulletin boards or other user forums, and the content of any such communications. McCormick is not responsible for such third party communication, does not endorse, adopt or sponsor any third party statements, and is not obligated to respond to or correct misstatements made by third parties. McCormick is not liable for the content of any such communications, whether or not arising under the laws of copyright, trademarks, libel, privacy, obscenity, or otherwise.
4. Third Party Intellectual Property Rights. You may not use the Sites to transmit material that: (i) is copyrighted, unless you are the copyright owner or have obtained the permission of the copyright owner; (ii) reveals trade secrets, unless you own them or have the permission of the owner; or (iii) infringes on any intellectual property rights of others or violates the privacy or rights of publicity of others.
6. Links. Occasionally McCormick provides links to other websites from the Sites. McCormick attempts to insure that each of the links from the Sites is appropriate for its consumers. However, McCormick does not endorse linked sites and McCormick is not responsible for the content of any linked site. McCormick explicitly disclaims any responsibility for the accuracy, content or availability of the information, products and/or services found on or through such linked sites. We do not make any representations or warranties as to the security of any information you might submit on any linked site.
7. Terms of Purchase for Online, Phone or Email Orders. All orders will be subject to the following Terms of Purchase:
Price Information. All prices and fees associated with your order will be summarized prior to the completion of your order. If you place your order online, this summary will appear in your online “shopping cart” prior to your purchase. Pricing information includes the price of the product(s) ordered, delivery costs, and information regarding your payment options. All products sold through the Schwartz sites shall be subject to a 0% VAT rate. If you place your order over the phone, the same information will be summarized verbally by the customer service representative processing your order. If you place your order via email, you will receive an Order Confirmation Email summarizing the pricing associated with your order, which you must indicate acceptance of, prior to the processing of your order.
McCormick (UK) Ltd's current delivery charge is £2.50 and free for all orders of £10 and over. All deliveries are dispatched and sent via Royal Mail or courier, please allow up to 5 working days for delivery. McCormick (UK) Ltd reserves the right to change delivery charges at any time. All orders are subject to acceptance under McCormick (UK) Ltd's standard terms and conditions.
Delivery/Shipping Information. When placing an order through our website, information regarding the timing of the delivery will be available on the website when you select your delivery preference as part of the ordering process. When placing an order over the phone or through email, delivery information will be communicated to you during the order confirmation process. In the event that the products ordered are found to be out-of-stock, a representative from McCormick UK will contact you to inform you of this and present some alternative options to assist you with the completion and processing of your order. There is no option to select a delivery preference, or place orders via the phone or through email.
Refund/Return Policy and Process. You may return any portion of your order within 14 days from the order dispatch date, as listed in the delivery note sent with your order. All returns must be processed over the phone. To initiate the return process you may call or email. If you choose to email, you must include a phone number where we can contact you to process the return. Once you have contacted us, we will process your request and issue a Return Merchandise Authorization (RMA) via email. You will be sent a pre-paid shipping envelope via First Class Royal Mail and we will notify via email to inform you that your credit card has been credited the full amount of the refund. If you cancel your order, you must return the goods.
Payment. When you make payment for an order placed through the Sites, you may be transferred to the payments page of the relevant payment processor (PayPal or WorldPay), either directly or via a framed page on one of the Sites. While McCormick attempts to ensure that such payments pages are functioning correctly, the relevant payment processor (and not McCormick) is responsible for the content of them and consequently McCormick disclaims any responsibility for their operation and the security of any payment information provided to them.
9. Revision/Termination of the Services. McCormick has the right, at any time, to modify or discontinue, temporarily or permanently, the Sites or any function(s) on the Sites, and/or to refuse or restrict anyone from access to any of the Sites, with or without notice and in its sole discretion. McCormick shall not be liable for any modification, suspension or discontinuance of the Sites or any function(s) on the Sites (the “Services”).
10. McCormick Makes No Warranties. YOU USE THE SITES AND SERVICES AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION. McCORMICK DOES NOT WARRANT THAT THE SITES WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED, OR THAT THE SITES OR McCORMICK'S SERVERS FOR THE SITES ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING VIRUSES. IN ADDITION, McCORMICK DOES NOT WARRANT THAT INFORMATION AVAILABLE ON OR THROUGH THE SITE IS APPROPRIATE, ACCURATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION, AND ACCESSING IT FROM JURISDICTIONS WHERE THE CONTENT IS ILLEGAL IS EXPRESSLY PROHIBITED. YOU ACKNOWLEDGE, BY YOUR USE OF THE SITES, THAT YOUR USE IS AT YOUR OWN RISK. Note: Some jurisdictions do not allow exclusion of implied warranties, so the above exclusions may not apply to you.
11. Limitation of Liability. NEITHER McCORMICK NOR ANY OF ITS AFFILIATED COMPANIES OR ANY OF THEIR EMPLOYEES, DIRECTORS, AGENTS OR CONTRACTORS SHALL LIABLE TO YOU OR ANY OTHER PERSON, WHETHER IN CONTRACT OR TORT, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, , OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES, OR FOR ANY DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF McCORMICK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF McCORMICK FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) IN ANY WAY RELATED TO THE SITE OR THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY DOLLARS ($250).
Schwartz Street Food Seasonings 2019 Giveaway Terms & Conditions
1) This prize draw is open to UK residents (England, Scotland, Wales and Northern Ireland) aged 18 and over except Schwartz employees or anyone professionally connected with this prize draw.
2) An Instagram account is required in order to participate in this prize draw.
3) The prize draw opens at 9:00am on Sunday 29th September 2019 and closes at 11:59pm on Sunday 6th October 2019.
4) To enter the prize draw, participants must follow the Schwartz UK Instagram page [https://www.instagram.com/schwartz.uk/] and comment on the competition post (posted at 9:00am on Sunday 29th September 2019). Comment must include:
- The required answer to the competition question
- One tagged user name
5) One entry per tagged comment will be entered into the draw.
6) The winner(s) will be randomly selected from the eligible entries.
7) Neither the Promoter nor the promotional parties assume any responsibility or liability for:
- communications line failure, regardless of cause, with regard to any equipment, systems, networks, lines, satellites, servers, computers or providers utilised in any aspect of this promotion;
- inaccessibility or unavailability of the internet or the website or any combination thereof;
- to the fullest extent allowed by law, any loss or injury resulting from promotional participation or the acceptance of a prize.
8) There will be X6 prize winners on Instagram. The winners will receive a bundle street food seasoning sachets.
9) The promoter cannot be held responsible for the failure to fulfil the obligations of any third parties involved in this promotion, although we will always endeavour to minimise the effect to the participant of any such failure.
10) The winner and entrants will be notified by Instagram Direct Message from the Schwartz UK Instagram page by Wednesday 9th October 2019 and asked to provide an address for their prize to be posted. The selected prize winner has seven days to respond with their address details otherwise their prize will be reallocated. Prizes will be sent via postal service. Responsibility cannot be accepted for delays by the postal services or for incorrect details being provided by the winners. Winners should allow up to 14 days from confirmation of shipping for delivery of their prize.
11) There are no cash or other prize alternatives available. In the event of unforeseen circumstances the Promoter reserves the right to provide an alternative prize of equal or greater value.
12) The promoter’s decision regarding all promotional matters is final and no correspondence will be entered into.
13) By entering this promotion all participants will be deemed to have accepted and be bound by the terms and conditions.
14) Your details will only be used for the purpose of processing your entry. Schwartz will not use your details for marketing purposes or pass them onto another company or person.
15) This promotion and these terms and conditions are governed by English law and the courts of England and Wales shall have exclusive jurisdiction over any dispute with a UK resident arising out of or in connection with this promotion.
16) The Promoter is Schwartz UK.
STANDARD TERMS & CONDITIONS OF SALE OF GOODS
THIS WEBSITE IS OWNED BY McCORMICK & COMPANY, INC. AND OPERATED BY MCCORMICK (UK) LTD. (COLLECTIVELY REFERRED TO HEREIN AS “McCORMICK”). PLEASE READ THIS AGREEMENT CAREFULLY. THESE TERMS AND CONDITIONS GOVERN A CONTRACT TO THE EXCLUSION OF ANY OTHER TERMS AND CONDITIONS AGREED BY THE PARTIES IN WRITING. WHEN YOU DO BUSINESS WITH MCCORMICK, YOU AUTOMATICALLY AGREE TO THESE TERMS AND CONDITIONS AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME BY MCCORMICK.
1.1 In these Conditions:
"Business Day" means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
"Buyer" means the person, firm or company purchasing Goods from the Seller.
"Conditions" means the standard terms and conditions of sale set out in this document as amended from time to time in accordance with clause 14.1.
"Contract" means a contract between the Seller and the Buyer for the purchase and sale of Goods in accordance with these Conditions.
"Force Majeure Event" has the meaning given to it in clause 11.1.
"Goods" means goods supplied or agreed to be supplied by the Seller to the Buyer under a Contract.
"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, 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, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
"Order" an order for Goods submitted by the Buyer in accordance with clause 2.
"Seller" means MCCORMICK (UK) LTD, a company registered in Scotland with registered company number SC015262 and whose registered address is at Leven House, 10 Lochside Place, Edinburgh Park, Edinburgh EH12 9DF.
"Specification" means any specification for the Goods that is agreed in writing by the Buyer and the Seller.
"VAT" means Value Added Tax or any equivalent or replacement tax.
1.2 A reference to "writing" or "written" includes faxes, emails and electronic data interchange (EDI).
1.3 A reference to a statue or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.4 Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. Formation of Contract and Basis of Sale
2.1 The Seller shall sell and the Buyer shall purchase Goods in accordance with and on the basis of these Conditions which shall govern a Contract to the exclusion of any other terms and conditions that the Buyer seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
2.2 A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise any quotation at any time prior to the Seller's acceptance of the Buyer's Order. The Seller is not obliged to accept any Order which the Buyer places with the Seller.
2.3 An Order constitutes an offer by the Buyer to purchase Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.4 Each Order shall:
- (a) be given in writing or, if given orally, shall be confirmed in writing within two Business Days;
- (b) specify the type and quantity of Goods ordered and the Goods' code numbers; and
- (c) specify the date on which the Order is to be ready for collection (the "Goods Issue Date") which shall be at least five Business Days after the date of deemed receipt of the Order by the Seller. If the Goods Issue Date is to be specified after the placing of an Order, the Buyer shall give the Seller reasonable advance notice of the relevant information.
2.5 A Contract shall be formed when acceptance of the Buyer's Order is confirmed in writing by the Seller or when the Goods are delivered by the Seller in accordance with an Order.
2.6 No Order which has been accepted by the Seller may be cancelled or varied by the Buyer other than in accordance with the Conditions.
3. The Goods and the Price
3.1 The Goods are described in the Seller's quotation or sales literature as modified by the Specification. The Seller reserves the right to change the Specification of the Goods if required by any applicable statutory or regulatory requirements.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Buyer, the Buyer shall indemnify the Seller against, and covenant to pay a sum equal to, 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 reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the Seller's use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 Any samples, drawings, descriptive matter, or advertising produced by the Seller and any descriptions or illustrations contained in the Seller's catalogues or brochures are produced for the purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
3.4 The price of the Goods shall be the price set out in the Order, or, if no such price is specified, the Seller's price for the Goods in force on the Goods Issue Date. The Buyer shall notify the Seller in writing of any disagreement with the price invoiced within 40 Business Days of the date of the invoice in question.
3.5 The Seller may, by giving notice to the Buyer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
- (a) any factor beyond the Seller's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
- (b) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification;
- (c) any delay cause by any instructions of the Buyer or failure of the Buyer to give the Seller adequate or accurate information or instructions.
3.6 All prices quoted by the Seller are, unless stated otherwise, exclusive of VAT and all other applicable taxes and duties and the costs and charges of transport, packing and insurance, which shall be payable by the Buyer.
3.7 If the Seller notifies the Buyer that the packing cases, pallets, containers, industrial pallecons and other packaging used are returnable, the Buyer will be charged for such packaging at the Seller's current prices unless the packaging materials are returned to the Seller's designated warehouse carriage paid and in good condition within 20 Business Days of their despatch to the Buyer or, in the case of industrial pallecons, when fully empty.
4.1 The Seller shall invoice the Buyer for the price of Goods together with any transport, packaging, insurance, VAT and other charges payable on or at any time after the Goods Issue Date, in pounds sterling.
4.2 The Buyer shall make payment of any amount invoiced by the Seller in full and in cleared pound sterling funds to the bank account nominated in writing by the Seller no later than the 15th day of the month following the month the invoice was dated unless otherwise agreed by the parties in writing.
4.3 All amounts due under a Contract shall be paid in full by the Buyer without deduction, withholding, set-off or counterclaim for any reason whatsoever, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, save as may be required by law.
4.4 Time for payment shall be of the essence of the Contract. If the Buyer fails, on the due date, to pay any sum due to the Seller under any Contract then, without prejudice to any other right or remedy available to the Seller, the Seller shall (at its option) be entitled:
- (a) to declare that all outstanding balances payable by the Buyer are immediately due, where upon they shall become immediately due and payable;
- (b) to suspend performance of the Contract until payment of all sums due to the Seller is made in full;
- (c) terminate the Contract immediately by written notice; and
- (d) to charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of five per cent per annum above National Westminster Bank Plc's prevailing base lending rate from time to time which shall accrue on a daily basis from the date payment was due until payment in full is made.
4.5 If the Buyer applies to the Seller for a credit account, the Buyer acknowledges and agrees that (i) the Seller may undertake a search with a credit reference agency before accepting the Buyer's credit application and may make enquiries about the Buyer's principal directors; (ii) the credit reference agency may record these searches; and (iii) the Seller shall monitor and record information relating to the Buyer's trade credit performance and such records shall be made available to credit reference agencies and other organisations to assess applications for credit.
5.1 The Buyer shall collect the Goods from such of the Seller's premises as is notified to the Buyer in writing (the "Delivery Location") within three Business Days of the Seller notifying the Buyer that the Goods are ready. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location and on delivery, the Buyer or its representative will be required to sign a delivery form acknowledging receipt of the Goods and to examine the Goods.
5.2 Any dates quoted by the Seller for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused and time for delivery shall not be of the essence.
5.3 If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Seller 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 Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.4 The Seller may deliver the Goods by instalments and each instalment shall constitute a separate Contract, which shall be invoiced and paid for separately. Delivery by the Seller of any of the instalments other than in accordance with these Conditions shall not entitle the Buyer to cancel any other instalments or treat the Contract as a whole as repudiated.
5.5 If the Buyer fails to take delivery of the Goods at the time stated for delivery (otherwise than by reason of the Seller's fault) or fails to give the Seller adequate delivery instructions then, without prejudice to any other right or remedy available to the Seller, the Seller may:
- (a) store the Goods until actual delivery and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or
- (b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the total amount payable by the Buyer under the Contract or charge the Buyer for any shortfall below the total amount payable by the Buyer under the Contract.
5.6 Notwithstanding any other ground which the Buyer may have to reject those Goods which the Seller delivered, the Buyer shall not be entitled to reject them solely on the grounds that not all the Goods ordered were delivered.
5.7 The Seller shall attempt to notify the Buyer as soon as is practicable if the Seller becomes aware that the Seller will not be able to deliver the Goods or any part of them.
6. Risk and Title
6.1 The risk of loss and damage to the Goods shall pass to the Buyer on delivery.
6.2 Notwithstanding delivery and the passing of risk in the Goods, title to the Goods shall not pass to the Buyer and shall remain in the Seller until the Buyer shall have paid to the Seller in full the price for the Goods together with any other sums due under any Contract.
6.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
- (a) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller'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 Seller immediately if it becomes subject to any of the events listed in clause 13.1(b) to clause 13.1(f); and
- (e) give the Seller such information relating to the Goods as the Seller may require from time to time.
6.4 The Seller reserves the immediate right of repossession of any Goods which have not been paid for to which the Seller has retained title as aforesaid exercisable at any time after delivery of the Goods and the Buyer hereby grants an irrevocable right and licence to the Seller's employees, agents and contractors to enter upon all or any premises where the Goods are stored without prior notice for this purpose.
7.1 The Seller warrants that on delivery the Goods will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and will correspond in all material respects with the Specification for the Goods at the time of delivery.
7.2 Subject to clause 7.3, if:
- (a) the Buyer gives notice in writing to the Seller within five Business Days of discovery that some or all of the Goods do not comply with the warranty set out in clause 7.1 and in any event within 10 Business Days of delivery of the Goods;
- (b) the Seller is given a reasonable opportunity of examining such Goods; and
- (c) the Buyer (if asked to do so by the Seller) returns such Goods to the Seller's place of business at the Seller's cost, the Seller shall, at its option, repair or replace the defective Goods (or any part(s) of the Goods) or refund the price of the defective Goods in full.
7.3 The Seller shall not be liable for Good's failure to comply with the warranty set out in clause 7.1 in any of the following events:
- (a) the Buyer makes any further use of such Goods after giving notice in accordance with clause 7.2;
- (b) the defect arises because the Buyer failed to follow any regulatory requests or the Seller's oral or written instructions as to the storage, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
- (c) the Buyer alters or repairs such Goods without the written consent of the Seller;
- (d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
- (e) the Goods differ from their Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or
- (f) the defect arises as a result of the Seller following any drawing, design or Specification supplied by the Buyer.
7.4 Except as provided in this clause 7, the Seller shall have no liability to the Buyer in respect of the Goods' failure to comply with the warranty set out in clause 7.1.
7.5 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.
7.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.
8. Limitation of Liability
8.1 Nothing in these Conditions shall limit or exclude the Seller's liability for:
- (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- (b) fraud or fraudulent misrepresentation;
- (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
- (d) defective products under the Consumer Protection Act 1987;
- (e) the Buyer's indemnity in clause 3.2; or
- (f) any matter in respect of which it would be unlawful for either party to exclude or restrict liability.
8.2 Subject to clause 8.1, the Seller shall not be liable to the Buyer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- (a) loss of profits;
- (b) loss of sales or business;
- (c) loss of agreements or contracts;
- (d) loss of anticipated savings;
- (e) loss of or damage to goodwill; and
- (f) any indirect or consequential loss.
8.3 Subject to clause 8.1 and 8.2, the Seller's total liability to the Buyer arising under or in connection with a Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total price paid under the Contract to which the loss relates.
8.4 Notwithstanding clause 8.1, the losses for which the Seller assumes responsibility and which shall (subject to clause 8.2 and 8.3) be recoverable by the Buyer include:
- (a) sums paid by the Buyer to the Seller pursuant to the Contract in respect of any Goods not supplied in accordance with the terms of the Contract;
- (b) wasted expenditure;
- (c) reasonable additional costs of procuring replacement Goods;
- (d) losses incurred by the Buyer arising out of or in connection with any third party claims demands, fines, penalties, actions, investigations or proceedings, including those made or commenced by regulators or competent authorities against the Buyer caused by the act or omission of the Seller.
9. Compliance and Product Recall
9.1 The Buyer must notify the Seller in writing within five Business Days of receipt of a complaint regarding the Goods or any part of them, or any requirement for a product recall concerning the Goods from any regulatory authority.
9.2 In the event that the Seller or any regulatory authority implements a product recall campaign for the Goods, the Buyer will provide the Seller and the regulatory authority with all assistance of whatever nature which the Seller might require (including but not limited to tracing or notifying Buyers, withdrawing the Goods from sale, recalling the Goods and posting notices or placing advertisements) and the Seller will meet any reasonable expenses incurred by the Buyer but only where these have been agreed in advance and the Buyer has provided the Seller with such evidence substantiating the same as the Buyer may reasonably require.
9.3 The Buyer shall obtain all documents, licences and permissions of whatsoever nature as are necessary for due performance of the Contract and shall comply with all applicable laws and regulations in relation to the storage, packaging and sale of the Goods.
9.4 The Buyer shall comply with all instructions regarding the storage of the Goods including manufacturer's recommendations and any instructions which the Seller gives the Buyer and the Seller shall not be liable for any deterioration in the Goods nor any other damage caused as a result of incorrect storage procedures.
9.5 It shall be the Buyer's duty to keep the Seller fully and speedily informed as to any risks to health and safety of which the Buyer becomes aware in relation to the Goods.
10. Intellectual Property Rights
10.1 Notwithstanding delivery of and the passing of title in any Goods, nothing shall have the effect of granting or transferring to, or vesting in, the Buyer any Intellectual Property Rights in or to any Goods.
10.2 All Goods sold in retail packaging may be resold by the Buyer only in the packaging supplied by the Seller and in no case may any trade mark other than those applied by the Seller be marked on or applied in relation to the Goods nor shall the packaging or any trade mark or registered design be altered or tampered with in any way.
11. Force Majeure
11.1 Force Majeure Event means any circumstance not within the Seller's reasonable control including, without limitation:
- (a) acts of God, flood, drought, earthquake 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) nuclear, chemical or biological contamination or sonic boom;
- (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
- (f) collapse of buildings, fire, explosion or accident;
- (g) any labour or trade dispute, strikes, industrial action or lockouts;
- (h) non-performance by suppliers or subcontractors; and
- (i) interruption or failure of utility service.
11.2 If the Seller 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 the 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.
11.3 If the Force Majeure Event prevents, hinders or delays the Seller's performance of its obligations for a continuous period of more than 20 Business Days, the Seller may terminate the Contract by giving five Business Days' written notice to the Buyer.
12.1 Each party undertakes that it shall not at any time disclose to any person any information of a confidential nature concerning the business, affairs, customer, clients or suppliers or the other party or of any member of the group of companies to which the other party belongs ("Confidential Information"), except as permitted by clause 12.2.
12.2 Each party may disclose the other party's Confidential Information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract provided that:
- (i) it informs such employees, officers, representatives or advisers of the confidential nature of the Confidential Information before disclosure; and
- (ii) at all times it is responsible for such employees', officers', representatives' or advisers' compliance with the confidentiality obligations set out in this clause; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Neither party shall use any 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.
12.4 To the extent that each party receives personal data from or on behalf of the other party, each party represents and warrants that it will comply with all applicable laws, rules, and regulations pertaining to personal data; it will keep such personal data confidential and only use it as necessary for the business relationship between the parties; and it shall use reasonable measures to protect the security and integrity of such data.
12.5 The Buyer shall indemnify the Seller against, and covenant to pay a sum equal to, 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 reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller arising out of a breach of Section 12.
12.6 Section 12 shall survive termination of the Contract.
13.1 Without prejudice to any other right or remedy available, the Seller shall be entitled to treat any Contract as repudiated and/or withhold any further deliveries of the Goods without any liability to the Buyer and, if any Goods have been delivered but not paid for, the total amount payable therefor shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, if:
- (a) the Buyer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within five Business Days of being notified in writing to do so;
- (b) the Buyer is, or is deemed to be, insolvent, or is unable to pay its debts as they fall due;
- (c) the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or passes a resolution for its voluntary winding up or has a petition for its compulsory winding up presented against it;
- (d) an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the Buyer; or
- (e) the Buyer ceases, or threatens to cease, to carry on business; or
- (f) any equivalent or analogous event or proceeding occurs in any other applicable jurisdiction; or
- (g) the Seller reasonably believes that any of the events mentioned above is about to occur in relation to the Buyer or any other matter which in the opinion of the Seller may prejudice its rights against the Buyer.
13.2 For the purposes of clause 13.1(a), "material breach" means a breach (including anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit of which the Seller would otherwise derive from a substantial portion of the Contract over the term of the Contract. In deciding whether any breach is material, due regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
13.3 On termination of the Contract for any reason:
- (a) the Buyer shall at the Seller's option, immediately pay for or return to the Seller (at the Buyer's cost) any Goods to which the Seller retains title; and
- (b) if any Goods have been ordered but not delivered, the Seller reserves the right not to deliver them and if the Seller so chooses not to deliver the Goods, the Seller shall not render an invoice to the Buyer.
13.4 Should the Seller be entitled to terminate the Contract for any reason, the Seller shall have the option to suspend delivery of the Goods instead of or prior to such termination and if the Seller elects to suspend the Contract, all references to dates in the Contract or at the time of Order shall be extended by the period of the suspension. The Seller may, however, during the period of suspension give written notice of not less than three Business Days that the Seller proposes to terminate the Contract. Such termination will have the effect as aforesaid.
13.5 Termination of the Contract shall not affect any of the Seller's rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract that existed before the date of termination.
13.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
14.1 No variations to these Conditions shall be effective unless made in writing signed by the duly authorised representatives of the parties.
14.2 Failure by the Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
14.3 If any provision or part of a provision of these Conditions shall be, or shall be found by any court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of these Conditions, all of which shall remain in full force and effect.
14.4 The Buyer may not assign, transfer, novate or otherwise dispose of all or any of its rights or obligations under the Contract without the prior written consent of the Seller. Where such consent is given, the Seller shall be provided with all copies of assignments and orders, and it shall remain the Buyer's responsibility to ensure that all the terms of the Contract are complied with by the party to whom the Contract is assigned or sub-contracted.
14.5 No person other than a party to the Contract shall be entitled to enforce any term of it save that where an agreement is entered into pursuant to which any rights contained in the Contract are assigned to a third party, nothing in this Clause shall, of itself, operate to prevent the assignee from taking the benefit of, and enforcing, any rights so assigned.
15.1 All notices or other communications given in connection with the Contract will be in writing and will be given, and will be deemed received:
- (a) by first-class post: two Business Days after posting;
- (b) by airmail: seven Business Days after posting;
- (c) by hand: on delivery at the relevant address,
and if given, or deemed given, at a time or on a date which is not a Business Day, it will be deemed to have been given on the next Business Day.
15.2 Notices will be sent to the Buyer and the Seller to their registered addresses, or any other such address as notified in writing between the parties.
15.3 Any party may change the address to which such notices to it are to be delivered by giving not less than five Business Days' notice to the other party.
15.4 This clause 15 does not apply to the service of any proceedings or other documents in any legal action.
16. Entire Agreement
16.1 The Contract 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.
16.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies for, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
16.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
16.4 Nothing in the Contract shall limit or exclude any liability for fraud or fraudulent misrepresentation.
17. Governing Law and Jurisdiction
17.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with, the laws of England and the Buyer hereby irrevocably agrees that the English courts shall have exclusive jurisdiction in relation to any claim brought by the Buyer against the Seller, but that the Seller shall be entitled to bring a claim against the Buyer in any court of competent jurisdiction.
Schwartz Information Service
McCormick (UK) Ltd
Haddenham Business Park
Our Company's registration information:
Registered Name: McCormick (UK) Ltd.
Country of Registration: Scotland
Registered Address: 7 Lochside Ave, Edinburgh Park, Edinburgh EH12 9DJ
Main country of domicile: United Kingdom
Registration #: SC015262
Phone # - 01844 292930