TERMS & CONDITIONS

BACKGROUND

This agreement applies as between you, the User of this Web Site and Gwynne’s Ice Cream, the owner of this Web Site. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Web Site. If you do not agree to be bound by these terms and conditions, you should stop using the Web Site immediately.

  1. DEFINITIONS AND INTERPRETATION

In this Agreement the following terms shall have the following meanings:

“Content”

means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Web Site;

“Gwynne’s Ice Cream”

means Gwynne’s Ice Cream ;

“Service”

means collectively any online facilities, tools, services or information that Gwynne’s Ice Cream makes available through the Web Site either now or in the future;

“System”

means any online communications infrastructure that Gwynne’s Ice Cream makes available through the Web Site either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;

“User” / “Users”

means any third party that accesses the Web Site and is not employed by Gwynne’s Ice Cream and acting in the course of their employment; and

“Web Site”

means the website that you are currently using (http://www.Gwynnesicecream.com) and any sub-domains of this site unless expressly excluded by their own terms and conditions.

  1. INTELLECTUAL PROPERTY

2.1 All Content included on the Web Site, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Gwynne’s Ice Cream, our affiliates or other relevant third parties. By continuing to use the Web Site you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other relevant laws.

2.2 Subject to sub-clause 2.3 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Web Site unless otherwise indicated on the Web Site or unless given express written permission to do so by Gwynne’s Ice Cream.

2.3 Material from the Web Site may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

  1. LINKS TO OTHER WEB SITES

This Web Site may contain links to other sites. Unless expressly stated, these sites are not under the control of Gwynne’s Ice Cream or that of our affiliates. We assume no responsibility for the content of such web sites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Web Site does not imply any endorsement of the sites themselves or of those in control of them.

  1. LINKS TO THIS WEB SITE

Those wishing to place a link to this Web Site on other sites may do so only to the home page of the site without prior permission. Deep linking (i.e. links to specific pages within the site) requires the express permission of Gwynne’s Ice Cream. To find out more please contact us by email at scoop@gwynnesicecream.com

  1. PRIVACY

Use of the Web Site is also governed by our privacy policy, which is incorporated into these terms and conditions by this reference.

  1. DISCLAIMERS

6.1 Gwynne’s Ice Cream makes no warranty or representation that the Web Site will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Service.

6.2 No part of this Web Site is intended to constitute advice and the Content of this Web Site should not be relied upon when making any decisions or taking any action of any kind.

  1. AVAILABILITY OF THE WEB SITE

The Service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. Gwynne’s Ice Cream accepts no liability for any disruption or non-availability of the Web Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

  1. LIMITATION OF LIABILITY

8.1 To the maximum extent permitted by law, Gwynne’s Ice Cream accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Web Site or any information contained therein. Users should be aware that they use the Web Site and its Content at their own risk.

8.2 Nothing in these terms and conditions excludes or restricts Gwynne’s Ice Cream’s liability for death or personal injury resulting from any negligence or fraud on the part of Gwynne’s Ice Cream.

8.3 Every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977. However, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.

  1. NO WAIVER

In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

  1. PREVIOUS TERMS AND CONDITIONS

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

  1. NOTICES

All notices / communications shall be given to us either by post to our Premises (see address) or by email to scoop@gwynnesicecream.com Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

  1. LAW AND JURISDICTION

These terms and conditions and the relationship between you and Gwynne’s Ice Cream shall be governed by and construed in accordance with the Law of England and Wales and Gwynne’s Ice Cream and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

 

WHOLESALE TERMS AND CONDITIONS

Application and entire agreement

  1. These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you) from Gwynne’s Ice Cream of unit 1, 29 Ystrad road, Fforestfach Swansea, SA5 4LH (we or us).
  2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation 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 (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

  1. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
  2. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
  3. Words imparting the singular number include the plural and vice-versa.

Goods

  1. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation 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.
  2. 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

  1. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing.
  2. 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.
  3. Any increase in the Price under the clause above will only take place after we have told you about it.
  4. You may be entitled to discounts. Any and all discounts will be at our discretion.
  5. The Price is inclusive of fees for packaging and transportation / delivery.
  6. 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

  1. 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.
  2. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 1 day only from the date shown in it unless expressly withdrawn by us at an earlier time.
  3. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.

Payment

  1. We will invoice you for the Price either:
    1. On or at any time after delivery of the Goods; or
    2. Where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.
    3. On completion of cart purchase via online store.
  2. You must pay the Price within 1 day of the date of our invoice or otherwise according to any credit terms agreed between us.
  3. 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.
  4. If you do not pay within the period set out above, we will 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 0% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
  5. Time for payment will be of the essence of the Contract between us and you.
  6. All payments must be made in British Pounds unless otherwise agreed in writing between us.
  7. 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.

Delivery

  1. 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.
  2. If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
  3. 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 8 am to 8 pm.
  4. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
    1. store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or
    2. make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
    3. after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
  5. If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
  6. 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.
  7. We can deliver the Goods by installments, which will be invoiced and paid for separately. Each installment is a separate contract. Any delay in delivery or defect in an installment will not entitle you to cancel any other installment.

Inspection and acceptance of Goods

  1. You must inspect the Goods on delivery or collection.
  2. If you identify any damages or shortages, you must inform us in writing within 1 day of delivery, providing details.
  3. 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.
  4. 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.
  5. We will be under no liability or further obligation in relation to the Goods if:
    1. if you fail to provide notice as set above; and/or
    2. you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
    3. 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
    4. the defect arises from normal wear and tear of the Goods; and/or
    5. 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.
  6. You bear the risk and cost of returning the Goods.
  7. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 1 day after delivery.

Risk and title

  1. The risk in the Goods will pass to you on completion of delivery.
  2. 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/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
  3. 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.
  4. As long as the Goods have not been resold, or irreversibly incorporated into another product, and 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.

Termination

  1. We can terminate the sale of Goods under the Contract where:
    1. you commit a material breach of your obligations under these Terms and Conditions;
    2. you are or become or, 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;
    3. 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
    4. 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.

Limitation of liability

  1. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
  2. Subject to the clauses above on Inspection and Acceptanceand 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) are excluded to the fullest extent permitted by law.
  3. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
  4. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
  5. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
    1. any indirect, special or consequential loss, damage, costs, or expenses; and/or
    2. 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
    3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
    4. any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
    5. 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.
  6. 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

  1. 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).
  2. Notices will be deemed to have been duly given:
    1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
    3. on the fifth business day following mailing, if mailed by national ordinary mail; or
    4. on the tenth business day following mailing, if mailed by airmail.
  3. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

Circumstances beyond the control of either party

  1. 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

  1. 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

  1. 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

  1. 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.