Terms and Conditions

General Conditions of Sale for Key Account Customers

(Effective from 1 January 2025)

1. Purpose and Scope

These General Conditions of Sale (“Conditions”) apply to all orders placed with Destiny Foods (the “Company”) by key account customers whose supply arrangements are centralised.

Placing an order constitutes full and unconditional acceptance of these Conditions. Any updated version replaces the previous version upon publication. Any variation must be expressly agreed by the Company in writing.

2. Intellectual Property and Confidentiality

The customer acknowledges that the Company owns or has exclusive rights over its brands, logos, trade names, packaging, designs, and product recipes. The customer must not use, register, or imitate these rights without prior written consent.

All intellectual property, including manufacturing and packaging processes, remains the exclusive property of the Company.

3. Orders

• Customers must provide a completed supply sheet setting out delivery details before placing an order. Updates must be notified in writing and accepted by the Company.
• Once confirmed, an order is binding on both parties. Orders must be placed before 4 PM on working days; later orders are processed the next business day.
• Orders may not be modified or cancelled after confirmation, except with the Company’s prior written agreement. In such cases, cancellation charges may apply.
• A confirmation email summarising the order will be sent to the customer.

4. Product Availability

All products are subject to availability. The Company will confirm availability at the time of order. If an item becomes unavailable after confirmation, the Company will notify the customer but will not be liable for compensation.

5. Delivery

• Prices include delivery for pallet-sized orders.
• Delivery times indicated on the supply sheet or order confirmation are estimates only. The Company will use reasonable efforts to deliver on time, but is not liable for delays caused by carriers, road issues, or other circumstances beyond its control.
• Customers must inspect deliveries on arrival and record any reservations (including photographs) with the driver. Damaged, missing, or non-conforming goods must also be reported in writing within 3 days of delivery.
• If goods are found non-compliant, the Company may issue a credit note and collect the goods. Liability is limited to the invoiced value of the affected goods.
• Risk passes to the customer upon delivery. The customer is responsible for unloading, storage, and maintaining goods under the required conditions.

6. Prices

• Prices charged are those in effect at the date of dispatch, exclusive of VAT and applicable charges.
• The Company reserves the right to adjust prices in case of significant increases in raw material or supplier costs, or other factors beyond its control.
• Promotional prices are valid only during the promotional period.
• Prices and any special conditions are confidential and must not be disclosed to third parties.

7. Payment

• Invoices are payable in accordance with the agreed terms.
• Late payments will attract statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998, plus a fixed compensation of £40 per overdue invoice. Additional recovery costs may be charged if they exceed this amount.
• Any late payment deductions may be offset against discounts or rebates owed to the customer.

8. Retention of Title and Risk

• Goods remain the property of the Company until full payment has been received. The Company may repossess goods if invoices remain unpaid.
• Risk in the goods passes to the customer upon delivery. From that point, the customer is responsible for the goods, including unloading, handling, and storage.

9. Force Majeure

The Company is not liable for failure to perform obligations caused by events beyond its reasonable control, including strikes, transport disruption, accidents, equipment breakdowns, supply shortages, adverse weather, or public health emergencies.

Where such events occur, the Company will notify the customer as soon as possible. Obligations are suspended for the duration of the event without liability.

10. Liability and Warranty

• The Company’s liability is limited to the invoiced value of the goods concerned.
• The Company is not responsible for defects caused by improper handling, transport, or storage by the customer, or failure to follow storage guidelines.
• Goods must be stored in clean, dry conditions, at the correct temperature, and away from contaminants.

11. Governing Law and Jurisdiction

These Conditions, and any disputes arising from them, are governed by English law. The courts of England and Wales shall have exclusive jurisdiction.

12. Data Protection

The Company processes personal data of customer representatives (such as employees and agents) for order management, invoicing, customer service, and marketing purposes.

Individuals have rights under the UK GDPR and Data Protection Act 2018, including access, rectification, erasure, restriction, portability, and objection.

To exercise these rights, individuals may contact:

📧 dpo@compagniedesdesserts.com

📮 Data Protection Officer, La Compagnie des Desserts, 4 Rue des Romains, 11200 Lézignan-Corbières, France

Complaints may also be raised with the Information Commissioner’s Office (ICO) in the UK: www.ico.org.uk.

13. Ethics and Compliance

The Company is committed to ethical and sustainable business practices, including respect for human rights, labour standards, environmental protection, and anti-corruption, in line with the principles of the UN Global Compact.

Customers must comply with all applicable anti-bribery, anti-corruption, and money laundering laws. Any breach entitles the Company to terminate the commercial relationship with immediate effect.

14. Severability

If any provision of these Conditions is found invalid or unenforceable, the remainder shall continue in full force and effect.

15. Waiver

Failure to enforce any provision shall not be construed as a waiver of that provision or any other rights.