TERMS & CONDITIONS
Applicable to all customers and orders placed on this website.
Please read all these terms and conditions
We solely offer Business to Business Products. These Terms and Conditions apply to a Contract entered into by you as a Business. By accepting the same you confirm you are duly authorised to solely act on behalf of the Business.
Application and entire agreement
1. These Terms and Conditions will apply to the purchase of the goods detailed in our quotation or order confirmation (Goods) by the buyer (you) from Rated Takeaway(s) www.ratedtakeaway.com (we or us).
2. These Terms and Conditions will be deemed to have been accepted by you when you accept them, or by placing an order with us, or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
3. These Terms and Conditions and the quotation or order confirmation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation
4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
6. Words imparting the singular number include the plural and vice-versa.
Goods
7. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation or order confirmation. In accepting the quotation or by placing an order request through our website you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
8. We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
Price
9. The price (Price) of the Goods is set out in our quotation current at the date of your order, such other price as we may agree in writing, by order confirmation once we have accepted your online order request or where you have provided a Continuous Payment Authority we have provided at least 7 days notice of the amount to be charged by email to your registered email address.
10. If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
11. Any increase in the Price under the clause above will only take place after you have accepted the same, or where you have provided a Continuous Payment Authority we have provided at least 7 days notice of the amount to be charged by email to your registered email address.
12. You may be entitled to discounts. Any and all discounts will be at our discretion and will be one time only unless explicitly communicated otherwise.
13. The Price is exclusive of fees for packaging and transportation / delivery.
14. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and alteration
15. Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
16. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 2 days only from the date shown in it unless expressly withdrawn by us at an earlier time.
17. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation or where you have provided a Continuous Payment Authority, cancellation is subject to clauses below on Payment and Continuous Payment Authority.
Payment
18. We will invoice you for the Price either:
a. In the majority of cases we will Invoice you and take payment before processing your order.
b. on or at any time after delivery of the Goods; or
c. where you wrongfully do not take delivery of the Goods or we have tried to deliver them.
19. You must pay the Price on the same day as our invoice or otherwise according to any credit terms agreed between us.
20. You must make payment even if delivery has not have taken place and / or that the title in the Goods has not passed to you.
21. If you do not pay within the period set out above, we may suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 8% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
22. Time for payment will be of the essence of the Contract between us and you.
23. All payments must be made in British Pounds by Debit or Credit Card unless otherwise agreed in writing between us.
24. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
25. Receipts for payment will be issued by us only at your request.
Payment and Continuous Payment Authority
26. When entering into this agreement we may ask you to give us details of your debit and / or credit card. We will use them or the details for any other debit and / or credit card you may register with us for the purpose of requesting repayments from a payment account maintained by you (such as a current and / or credit card account) to be made to us. This is known as a continuous payment authority (‘CPA’). Additionally you can set up a CPA at any time after opening your Account. The amount we will collect will be (a) the amount authorised by you during online checkout or (b) the amount communicated to you by email if we decide to renew our services. We will always email your registered email address at least 7 days before we take any payment under this CPA, unless you authorise us to take a payment by placing an online order or by email, telephone or in writing.
From time to time we may vary the Price, subject to the clauses above on Price. Where you have provided a Continuous Payment Authority, we always provide at least 7 days notice of the amount to be charged by email to your registered email address, unless clauses Risk and Title below apply.
27. Unless and until you tell us to stop, we will collect your repayments using your CPA. You can tell us to stop by completing the cancellation form at https://www.ratedtakeaway.com/continuous-payment-authorities-cancellation-request/ . You can also cancel your CPA by telling your payment account provider. If you cancel your CPA by notice to your payment account provider, you will still have to let us know to prevent any renewal of our services.
28. Providing you continue to meet our eligibility requirements we will use your CPA to take your annual subscription on or shortly after the 14 August each year. If you have insufficient funds in the payment account to which your CPA applies and we are unable to take the payment we will try to take it under the CPA on the next working day. If we are still unable to take the payment we will regard the CPA as having been revoked by you. We will always email your registered email address at least 7 days before we take any payment under this CPA; unless clauses Risk and Title below apply, or unless you authorise us to take a payment by placing an online order or by email, telephone or in writing.
29. Where a renewal date other than 14 August is shown during our online ordering process you agree that we will amend this to the next occurring date of 14 August within the next 12 months from the date of ordering. You agree and understand that we will complete this amendment before completing your order and issuing an order confirmation even if this is not explicitly shown on the same.
Delivery
30. We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing.
31. If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
32. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 6 am to 10 pm.
33. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
a. make arrangements for the redelivery of the Goods and will charge you our fee for such redelivery; and/or
b. after 25 business days, dispose of part or all of the Goods and charge the full price, less a refund for any non personalised goods at their listed price at that time and after deduction of any re-delivery fees.
34. If redelivery is not possible as set out above, we may at our discretion and after 25 business days of the deemed delivery date or attempted deemed delivery date dispose of part or all of the Goods and charge you the full price less a refund for any non personalised goods at their listed price at that time and after deduction of any re-delivery fees.
35. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
36. In exceptional circumstances we may deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
Inspection and acceptance of Goods
37. You must inspect the Goods on delivery or collection.
38. If you identify any damages or shortages, you must inform us by email within 14 days of delivery, providing details.
39. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
40. Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
41. We will be under no liability or further obligation in relation to the Goods if:
a. if you fail to provide notice as set above; and/or
b. you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
c. the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
d. the defect arises from normal wear and tear of the Goods; and/or
e. the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
42. You bear the risk and cost of returning the Goods.
43. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 14 days after delivery.
Risk and title
44. The risk in the Goods will pass to you on completion of delivery.
45. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods, AND (b) until a period of 12 months has elapsed from the deemed delivery date.
46. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
47. Without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them. If we have received payment in full (in cash or cleared funds) for the Goods and require the return of the Goods within 12 months from the deemed delivery date we will make a refund based on a percentage on the total price paid including our postage charge, but you bear the risk and cost of returning the Goods.:
a. Up to and including 30 days, of the deemed delivery date 100%.
b. From 31 days, up to and including 90 days, of the deemed delivery date 50%.
c. From 91 days, up to and including 180 days, of the deemed delivery date 25%.
d. From 181 days, up to and including 365 days, of the deemed delivery date 10%.
In all other instances no refund will be payable.
48. Where you fail to adhere to the clauses Risk and title above and fail to return the Goods within 25 business days of our request you agree to pay our charge equal to the amount originally paid. Where you hold a Continuous Payment Authority you authorise us to debit the same on or after the 26th working day from our request and agree that our request for the return of the Goods within 25 business days constitutes our minimum of 7 days notice for notifying a payment will be taken under the Continuous Payment Authority.
49. Your total liability will not, in any circumstances, exceed the total amount of the Price payable by you; similarly our total liability will not, in any circumstances, exceed the total amount of the Price payable by you as defined in clauses entitled Limitation of Liability below.
Termination
50. We can terminate the sale of Goods under the Contract where:
a. you commit a material breach of your obligations under these Terms and Conditions;
b. you are or become, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
c. you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
d. you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
e. your performance is no longer in keeping with our industry benchmarks for attaining our Award(s).
Limitation of liability
51. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
52. Subject to the clauses above on Inspection and Acceptance of Goods and Risk and Title, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979 as amended or superseded) are excluded to the fullest extent permitted by law.
53. If we do not deliver the Goods, our liability is limited to a full refund on the Price paid only, subject to the clause below.
54. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
55. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
a. any indirect, special or consequential loss, damage, costs, or expenses; and/or
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
d. any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
e. any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
56. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
Communications
57. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party), unless they relate to a Continuous Payment Authority see below.
58. Notices will be deemed to have been duly given:
a. when sent by email from us to your registered email address when specifically relating to a Continuous Payment Authority.
b. when you complete the Continuous Payment Authority cancellation request subject to clauses above on Continuous Payment Authorities and we confirm acceptance of the same by email to your registered email address.
c. In all other instances when delivered, if delivered by courier or other messenger during standard operational hours of 6 am to 10 pm to the recipient and a signature is obtained confirming delivery, or confirmation obtained from the courier or other messenger for the attempted delivery; and must be addressed to the most recent address notified to the other party.
59. If you wish to cancel a Continuous Payment Authority you must refer to clauses above on Payment and Continuous Payment Authority.
60. All notices under these Terms and Conditions must be addressed to the most recent address or email address notified to the other party as set out above. We can only change your most recent address or email address when such request is made from your registered email address.
Circumstances beyond the control of either party
61. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
No Waiver
62. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
Severance
63. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
64. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.