SCHEDULE 1: BLENDS TERMS AND CONDITIONS (SUPPLY OF GOODS AND SERVICES)
The Customer's attention is particularly drawn to the provisions of Clause 12 (Limitation of
liability)

1 INTERPRETATION
The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

1. Additional Charges: means any additional charges set out in the Contract Details;

2. Applicable Law: means any UK or international law including (without limit) any Act of

3. Parliament or subordinate legislation within the meaning of Section 21(1), Interpretation Act 1978

4. and any other regulation, decision or authorisation applicable, and having the force of law in

5. relation, to matters dealt with by the Contract.

6. Background Intellectual Property: means any Intellectual Property Rights, belonging to the

7. Customer or Blends prior to the Commencement Date (excluding

8. Foreground Intellectual Property) that is used in connection with the Goods or Services under

9. this Contract.

10. Business Day: means a day other than a Saturday, Sunday, or public holiday in England, when

11. banks in London are open for business.

12. Charges: the charges set out in the Contract Details or referenced in these Conditions (including

13. Storage Charges, Additional Charges, IBC Charges and Development Charges), and which are

14. payable in accordance with clause 9.

15. Commencement Date: has the meaning given in clause 2.2.

16. Conditions: means these terms and conditions as amended from time to time in accordance with

17. clause 16.8.

18. Contract: means the contract between Blends and the Customer for the supply of Goods and/or

19. Services in accordance with the Contract Details, these Conditions and the Schedules to the

20. Contract Details.

21. Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the

22. expression change of Control shall be construed accordingly.

23. Customer: means the person, company or firm who purchases the Goods and/or Services from

24. Blends as specified in the Contract Details.

25. Controller, processor, date subject, personal data, personal data breach, processing

26. and appropriate technical measures: as defined in the Data Protection Legislation.

27. Data Protection Legislation: all applicable data protection and privacy legislation in force from

28. time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations

29. made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI

30. 2003/2426).

31. Deliverables: means any deliverables set out in an Order which Blends agrees that it will produce

32. for the Customer.

33. Delivery Date(s): means the delivery dates set out in the Contract Details or as otherwise

34. agreed between the parties in writing from time-to-time.

35. Delivery Location: means the location set out in the Contract Details or as otherwise agreed

36. between the parties in writing from time-to-time.

37. Development Costs: has the meaning given at clause 7.5.

38. Force Majeure Event: has the meaning given to it in clause 15.

39. Foreground Intellectual Property: means any Intellectual Property Rights that arises or is

40. obtained by Blends or the Customer on behalf of either party in respect of Goods and or Services

41. as applicable, under this Contract.

42. Goods: means the goods (or any part of them) set out in the Order, or as specified in the Contract

43. Details.

44. Goods Specification: means any specification for the Goods, as detailed at Schedule 2, or that is

45. included in the Order or subsequently agreed in writing by the Customer and Blends.

46. Incoterm: means the applicable Incoterm 2020 described in the Contract Details.

47. Intellectual Property Rights: means patents, utility models, rights to inventions, copyright

48. and neighbouring and related rights, moral rights, trademarks and service marks, business

49. names and domain names, rights in get-up and trade dress, goodwill and the right to sue for

50. passing off or unfair competition, rights in designs, database rights, rights to use, and protect

51. the confidentiality of, confidential information (including but limited to know-how and trade

52. secrets), and all other intellectual property rights, in each case whether registered or

53. unregistered and including all applications and rights to apply for and be granted, renewals or

54. extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or

55. forms of protection which subsist or will subsist now or in the future in any part of the world.

56. Invoicing: means the point at which Blends can issue an invoice to the Customer under this

57. Contract, for payment of the Charges, as set out in the Contract Details.

58. Lead Times(s): means the lead times described in the Contract Details.

59. Minimum Order Quantity: means the minimum order quantity described in the Contract

60. Details.

61. Notification: has the meaning given at clause 4.

62. Order: means any order for the supply of Goods and/or Services, as set out in the Customer's

63. written acceptance (which can be in the form of a purchase order from the Customer) of Blends'

64. quotation.

65. Payment Terms: means the payment terms as set out in the Contract Details.

66. Report: has the meaning given at clause 4.

67. Services: means the services, including the Deliverables, supplied by Blends to the Customer as

68. set out in the Service Specification.

69. Service Specification: means any description or specification for the Services, as detailed at

70. Schedule 3, or that is included in the Order or subsequently agreed in writing by the Customer

71. and Blends.

72. Shelf Life: means the shelf life of the Goods, as set out in the Contract Details.

73. Storage Charge: means the storage charges set out in the Contract Details.

74. Supplier Materials: has the meaning given in clause 1.1(j).

75. Term: means the term described in the Contract Details, being the Minimum Term and any

76. Renewal Periods.

​

1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted
assignees.
(c) A reference to a statute or statutory provision is a reference to it as amended or reenacted.
A reference to a statute or statutory provision includes all subordinate legislation
made under that statute or statutory provision.
(d) Any words following the terms including, include, in particular, for example or any similar
expression shall be construed as illustrative and shall not limit the sense of the words,
description, definition, phrase or term preceding those terms.
(e) A reference to writing or written includes email.

2 BASIS OF CONTRACT
2.1 Any Order constitutes an offer by the Customer to purchase Goods or Services or Goods and
Services in accordance with these Conditions.
2.2 An Order shall only be deemed to be accepted when Blends issues written acceptance of the Order
by signing the execution blocks on the Contract Details at which point, and on which date the
Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by Blends and any descriptions
of the Goods or illustrations or descriptions of the Services in any marketing or sales literature
are issued or published for the sole purpose of giving an approximate idea of the Services and/or
Goods described in them. They shall not form part of the Contract nor have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer
seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of
dealing.
2.5 Any quotation given by Blends shall not constitute an offer and is only valid for a period of twenty
(20) Business Days from its date of issue.
2.6 All of these Conditions shall apply to the supply of both Goods and Services except where
application to one or the other is specified.

3 GOODS
3.1 The Goods are as described in the Goods Specification and shall be provided in accordance (where
applicable) with the Minimum Order Quantity.
3.2 To the extent that the Goods are to be manufactured in accordance with a Goods Specification
supplied by the Customer, the Customer shall indemnify and hold harmless Blends against 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 costs (calculated on a
full indemnity basis) and all other reasonable professional costs and expenses) suffered or
incurred by Blends arising out of or in connection with any claim made against Blends for actual
or alleged infringement of a third party's intellectual property rights arising out of or in connection
with Blends' use of the Goods Specification. This clause 3.2 shall survive termination of the
Contract.
3.3 Blends reserves the right to amend the Goods Specification if required by any applicable statutory
or regulatory requirement, and Blends shall notify the Customer in any such event.
Blends Flavours & Colours Ltd, Blends House, Overbrook Lane, Knowsley Business Park, Merseyside L34 9FB
Co Reg No: 10670248
Tel: 0151 548 3000 | Fax: 0151 548 3111 | email: sales@blendsltd.co.uk | website: www.blendsltd.co.uk

4 DELIVERY OF GOODS
4.1 Blends shall (insofar as it is providing delivery services under the Contract) ensure that:
(a) each delivery of the Goods is:
(i) where applicable, in accordance with the Incoterm;
(ii) delivered to the Delivery Location;
(iii) accompanied by a delivery note which shows the date of the Order, all relevant
reference numbers, the type and quantity of the Goods, special storage
instructions (if any) and, if the Order is being delivered by instalments, the
outstanding balance of Goods remaining to be delivered;
(b) it states clearly on the delivery note any requirement for the Customer to return any
packaging material to Blends. The Customer shall make any such packaging materials
available for collection at such times as Blends shall reasonably request. Returns of
packaging materials shall be at Blends' expense; and
(c) where applicable, a weekly intermediate bulk container (IBC) report are sent to the
Customer (Report) each second Friday.
4.2 Once the Report is received by the Customer, the Customer must provide to Blends the details of
the IBCs which are empty and ready for collection (Notification).
4.3 Once Blends receives the Notification, it is the Customer’s responsibility to ensure that the IBCs
are available for collection by Blends (or its chosen couriers) within three (3) to five (5) Business
Days, or as otherwise agreed by Blends in writing. If the IBCs are not available within this time
frame then the Customer will be liable for haulage charges which shall be calculated by reference
to the Customer’s location and volume Ordered.
4.4 The IBCs will be quality inspected within forty-eight (48) hours of them having been collected by
Blends. If in Blends’ reasonable opinion, the IBC’s which have been collected from the Customer
are in an unsatisfactory condition and they can no longer be used for their intended purpose, a
charge shall be issued to the Customer per IBC, based on the current market price for purchase
of a replacement.
4.5 In the event that an IBC is lost or not available for collection after a three (3) month period from
delivery date, Blends reserves the right to invoice the Customer for a replacement IBC at the
current market price in order to replenish stock. If after this time the Customer is able to return
the IBC(s), a credit note will be issued to the Customer.
4.6 The charges referred to above at clause 4.4 and 4.5 shall be referred to as the IBC Charges.
4.7 Blends shall arrange for the delivery of the Goods to the Delivery Location or such other location
as the parties may agree at any time after Blends notifies the Customer that the Goods are ready.
4.8 Delivery of the Goods shall be completed once the Goods have been offloaded at the Delivery
Location.
4.9 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not
of the essence. Blends shall not be liable for any delay in delivery of the Goods that is caused by
a Force Majeure Event or the Customer's failure to accept delivery at the Delivery Location or
provide Blends with adequate delivery instructions or any other instructions that are relevant to
the supply of the Goods.
4.10 If Blends fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred
by the Customer in obtaining substitutable Goods in the cheapest market available, less the price
of the Goods. Blends shall have no liability for any failure to deliver the Goods to the extent that
such failure is caused by a Force Majeure Event, the acts or omissions of any third party other
than Blends or the Customer's failure to provide Blends with adequate delivery instructions for
the Goods or any relevant instruction related to the supply of the Goods.
4.11 If the Customer fails to take delivery of the Goods within two (2) Business Days of Blends notifying
the Customer that the Goods are ready, then except where such failure or delay is caused by a
Force Majeure Event or by Blends' failure to comply with its obligations under the Contract in
respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the second
Business Day following the day on which Blends notified the Customer that the Goods are
ready; and
(b) Blends shall store the Goods until delivery takes place, and charge the Customer for all
related costs and expenses (including insurance).
4.12 If ten (10) Business Days after the day on which Blends notified the Customer that the Goods
were ready for delivery the Customer has not taken delivery of them:
(a) Blends may charge the Customer any storage and transportation costs incurred by Blends
and invoice the Customer for any shortfall below the price of the Goods; and
(b) if the Customer has not taken delivery within a further thirty (30) days, Blends may
dispose of part or all of the Goods without liability to the Customer.
4.13 If Blends delivers up to and including five per cent (5%) more or less than the quantity of Goods
ordered the Customer may not reject them, but on receipt of notice from the Customer that the
wrong quantity of Goods was delivered, Blends shall make a pro rata adjustment to the invoice
for the Goods.
4.14 Blends may deliver the Goods by instalments, which shall be invoiced and paid for separately.
Each instalment shall constitute a separate contract. Any delay in delivery or defect in an
instalment shall not entitle the Customer to cancel any other instalment.

5 QUALITY OF GOODS
5.1 Blends warrants that on delivery, the Goods shall:
(a) conform in all material respects with any applicable Goods Specification;
(b) be free from material defects;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for their intended purpose.
5.2 Subject to clause 5.3, Blends shall, at its option, replace any defective Goods, or refund the price
of the defective Goods in full (which shall be the Customer’s sole and exclusive remedy) if:
(a) the Customer gives notice in writing within seven (7) Business Days of delivery that some
or all of the Goods which are the subject of such delivery do not comply with the warranty
set out in clause 5.1 providing full details of any tests undertaken to ascertain that such
Goods do not comply with this Contract;
(b) Blends is given a reasonable opportunity of examining such Goods and undertake such
tests as it reasonably requires; and
(c) the Customer (if asked to do so by Blends) returns such Goods to Blends' place of
business at the Customer’s cost.
5.3 Blends shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance
with clause 5.2 or resells any of the Goods which are delivered with the Goods identified
as being not in compliance with such warranty;
(b) the defect arises because the Customer failed to follow Blends' oral or written instructions
as to the storage or use of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of Blends following any Goods Specification supplied by the
Customer;
(d) the Customer fails to carry out reasonable testing on the Goods within five (5) Business
Days of delivery and/or the Customer has inadequate processes and procedures in places
to carry out any such testing;
(e) the Customer alters such Goods without the written consent of Blends;
(f) the defect arises as a result of wilful damage or the Customer’s negligence; or
(g) the Goods differ from the Goods Specification as a result of changes made to ensure they
comply with applicable statutory or regulatory standards provided that Blends shall
endeavour to agree any such change(s) with the Customer.
5.4 Except as provided in this clause 5, Blends shall have no liability to the Customer in respect of
the Goods' failure to comply with the warranty set out in clause 5.1.
5.5 The terms of these Conditions shall apply to any replacement Goods supplied by Blends.

 

6 TITLE AND RISK
6.1 Unless otherwise agreed or implied by the applicable Incoterm, risk in the Goods shall pass to the
Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) Blends receives payment in full (in cash or cleared funds) for the Goods and any other
goods that Blends has supplied to the Customer in respect of which payment has become
due, in which case title to the Goods shall pass at the time of payment of all such sums;
or
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the
Customer at the time specified in clause 6.4(b).
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain
readily identifiable as Blends' 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 on Blends' behalf from the date of delivery;
Blends Flavours & Colours Ltd, Blends House, Overbrook Lane, Knowsley Business Park, Merseyside L34 9FB
Co Reg No: 10670248
Tel: 0151 548 3000 | Fax: 0151 548 3111 | email: sales@blendsltd.co.uk | website: www.blendsltd.co.uk
(d) notify Blends immediately if it becomes subject to any of the events listed in clause
13.2(b) to clause 13.2(c); and
(e) give Blends such information as Blends may reasonably require from time to time relating
to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its
business (but not otherwise) before Blends receives payment for the Goods. However, if the
Customer resells the Goods before that time:
(a) it does so as principal and not as Blends' agent; and
(b) title to the Goods shall pass from Blends to the Customer immediately before the time at
which resale by the Customer occurs.
6.5 At any time before title to the Goods passes to the Customer, Blends:
(a) may by notice in writing, terminate the Customer's right under clause 6.4 to resell the
Goods or use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession that have not been resold,
or irrevocably incorporated into another product and if the Customer fails to do so
promptly, enter any premises of the Customer or of any third party where the Goods are
stored in order to recover them.

7 SUPPLY OF SERVICES
7.1 Blends shall supply the Services to the Customer in accordance with the Service Specification in
all material respects.
7.2 Blends shall use all reasonable endeavours to meet any performance dates or Lead Times for the
Services specified in the Service Specification, but any such dates shall be estimates only and
time shall not be of the essence for the performance of the Services.
7.3 Blends reserves the right to amend the Service Specification if necessary to comply with any
applicable law or regulatory requirement, or if the amendment will not materially affect the nature
or quality of the Services, and Blends shall notify the Customer in any such event.
7.4 Blends warrants to the Customer that the Services will be provided using reasonable care and
skill.
7.5 The Services shall be provided by Blends on the basis of the Service Specification, however if the
Customer decides not to place an Order for the final Goods then, to the extent that Blends incurs
costs in excess of the Charges payable for the provision of such Services, Blends reserves the
right to charge the Customer on a time and materials basis for any development work undertaken
(Development Costs). Blend’s standard rates are detailed in the Services Specification.
7.6 If the Customer places an Order for the final Goods then Blends may in its absolute discretion
offset in full or in part the Development Costs against the Charges. For the avoidance of doubt
any such arrangement is at the absolute discretion of Blends and will be agreed in writing by
Blends prior to the Commencement Date.

8 CUSTOMER'S OBLIGATIONS
8.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in the Service
Specification and the Goods Specification are complete and accurate;
(b) co-operate with Blends in all matters relating to the Services;
(c) provide Blends, its employees, agents, consultants and subcontractors, with access to
the Customer's premises, office accommodation and other facilities as reasonably
required by Blends to provide the Services;
(d) provide Blends with such information and materials as Blends may reasonably require in
order to supply the Services, and ensure that such information is complete and accurate
in all material respects;
(e) prepare the Customer's premises for the supply of the Services;
(f) obtain and maintain all necessary licences, permissions and consents which may be
required for the Services before the date on which the Services are to start;
(g) comply with all Applicable Laws, including health and safety laws and ensure that the
Goods and or Services to be provided under this Contract, including any resale of such
Goods, are compliant with all Applicable Laws;
(h) where applicable in the resale of the Goods, ensure all Shelf Life provisions are notified
to the Customer’s end customer;
(i) upon delivery, undertake such tests as are necessary to ensure that the Goods delivered
are free from any defects or otherwise are in compliance with any agreed Goods
Specification and provide any associated reports to Blends on request;
(j) keep all materials, recipes, branding created by Blends, samples, equipment, documents
and other property of Blends and its third party licensors (Supplier Materials) at the
Customer's premises in safe custody at its own risk, maintain Supplier Materials in good
condition until returned to Blends, and not dispose of or use Supplier Materials other than
in accordance with Blends' written instructions or authorisation; and
(k) comply with any additional obligations as set out in the Service Specification and the
Goods Specification.
8.2 If Blends' performance of any of its obligations under the Contract is prevented or delayed by any
act or omission by the Customer or failure by the Customer to perform any relevant obligation
(Customer Default):
(a) without limiting or affecting any other right or remedy available to it, Blends shall have
the right to suspend performance of the Services and delivery of any Goods until the
Customer remedies the Customer Default, and to rely on the Customer Default to relieve
it from the performance of any of its obligations in each case to the extent the Customer
Default prevents or delays Blends' performance of any of its obligations;
(b) Blends shall not be liable for any costs or losses sustained or incurred by the Customer
arising directly or indirectly from Blends' failure or delay to perform any of its obligations
as a result of any Customer Default; and
(c) the Customer shall reimburse Blends on written demand for any costs or losses sustained
or incurred by Blends arising directly or indirectly from the Customer Default.

 

9 CHARGES AND PAYMENT
9.1 The price for Goods:
(a) shall be the Charges set out in the Contract Details or, if not, as set out in the quotation
provided by Blends and confirmed in the Order; and
(b) shall be exclusive of all costs and charges of packaging (including pallets, IBCs and any
other containers), insurance, transport of the Goods, which shall be invoiced to the
Customer, unless otherwise determined in the quotation provided by Blends.
9.2 Where applicable the IBC Charges will be charged to the Customer in addition to the charges set
out in 9.1, but full credit will be given to the Customer where the IBCs are returned in accordance
with clause 4 of these Conditions.
9.3 Any alternate payment terms (to the Payment Terms) or rebate arrangements shall be confirmed
in writing by Blends and shall be subject to and conditional upon the Customer complying with all
of its other obligations under these Conditions.
9.4 Unless otherwise set out in the Contract Details, the Charges for Services shall be calculated as
follows:
(a) on a time and materials basis in accordance with Blends' daily fee rates, as set out in any
Service Specification;
(b) Blends' daily fee rates for each individual person are calculated on the basis of an eight
(8) hour day from 8.00 am to 5.00 pm worked on Business Days;
(c) Blends shall be entitled to charge an overtime rate of fifty per cent (50%) of the daily fee
rate on a pro rata basis for each part day or for any time worked by individuals whom it
engages on the Services outside the hours referred to in clause 9.4(b); and
(d) Blends shall be entitled to charge the Customer for any expenses reasonably incurred by
the individuals whom Blends engages in connection with the Services including travelling
expenses, hotel costs, subsistence and any associated expenses, and for the cost of
services provided by third parties and required by Blends for the performance of the
Services, and for the cost of any materials associated.
9.5 Where applicable, the Storage Charges are payable by the Customer, in accordance with the
Contract Details.
9.6 Blends reserves the right to:
(a) increase the Charges for the Services on an annual basis with effect from each
anniversary of the Commencement Date in line with the percentage increase in the Retail
Prices Index in the preceding 12 (twelve) month period and the first such increase shall
take effect on the first anniversary of the Commencement Date and shall be based on
the latest available figure for the percentage increase in the Retail Prices Index;
(b) increase the price of the Goods, by giving notice to the Customer at any time before
delivery, to reflect any increase in the cost of the Goods to Blends that is due to:
(i) any factor beyond the control of Blends (including foreign exchange fluctuations,
increases in taxes and duties, and increases in labour, materials, ingredients and
other manufacturing costs and changes to Applicable Laws);
Blends Flavours & Colours Ltd, Blends House, Overbrook Lane, Knowsley Business Park, Merseyside L34 9FB
Co Reg No: 10670248
Tel: 0151 548 3000 | Fax: 0151 548 3111 | email: sales@blendsltd.co.uk | website: www.blendsltd.co.uk
(ii) any request by the Customer to change the delivery date(s), quantities or types
of Goods and/or Services ordered, or the Goods Specification or the Services
Specification; or
(iii) any delay caused by any instructions of the Customer in respect of the Goods or
failure of the Customer to give Blends adequate or accurate information or
instructions in respect of the Goods.
9.7 Blends shall invoice the Customer in accordance with the Invoicing and the Customer shall pay
the Charges in accordance with the Payment Terms.
9.8 The Customer acknowledges and agrees that time for payment shall be of the essence of the
Contract.
9.9 Blends may from time to time allow the Customer to open a trade account. This will only be
opened after satisfactory references have been taken by Blends and:
(a) Blends has satisfied itself as to the creditworthiness of the Customer (as determined in
its sole discretion);
(b) acceptance of an Order by Blends is subject to credit approval; and
(c) trade accounts must be paid in full (unless otherwise agreed in writing by Blends within
thirty (30) days of the date or, if such day is a non- business day, the immediately
preceding Business Day.
9.10 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of
value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes
is made under the Contract by Blends to the Customer, the Customer shall, on receipt of a valid
VAT invoice from Blends, pay to Blends such additional amounts in respect of VAT as are
chargeable on the supply of the Services or Goods at the same time as payment is due for the
supply of the Services or Goods.
9.11 If the Customer fails to make a payment due to Blends under the Contract by the due date, then,
without limiting Blends' remedies under clause 13:
(a) the Customer shall pay interest on the overdue sum from the due date until payment of
the overdue sum, whether before or after judgment. Interest under this clause 9.11 will
accrue each day in accordance with the Late Payment of Commercial Debts (Interest) Act
1998;
(b) Blends may suspend the provision of Services and/or other planned deliveries of Goods
until such time as such non-payment is remedied.
9.12 All amounts due under the Contract shall be paid in full without any set-off, counterclaim,
deduction or withholding (other than any deduction or withholding of tax as required by law).
Underwriting of Stock
9.13 The Customer acknowledges and agrees that any and all stock, packaging, raw materials and
finished products procured or purchased (including any payment to third parties relating to the
procurement of the Services) to fulfil its obligations under this Contract, will be chargeable to the
Customer in full, and payable by the Customer on demand where:
(a) the Customer’s obligations detailed in this Contract are not fulfilled and/ or breached by
the Customer;
(b) where the Goods, raw materials, packaging or finished goods or applicable costs related
to the procurement of the Services are no longer required by the Customer.

10 INTELLECTUAL PROPERTY RIGHTS
10.1 Unless otherwise specified by Blends in writing:
(a) all Intellectual Property Rights in or arising out of or in connection with the Services
and/or the Goods (other than any Background Intellectual Property, provided by the Customer)
shall be owned by Blends;
(b) all Background Intellectual Property in any materials provided by the Customer shall be
owned by the Customer and the Customer grants to Blends, a fully paid-up, worldwide,
non-exclusive, royalty-free licence during the Term to use such materials for the purpose
of providing Goods and Services for use by the Customer; and
(c) all Foreground Intellectual Property as developed by Blends under this Contract (including
in the Deliverables) shall vest in and be owned absolutely by Blends.
10.2 Blends may from time to time agree in writing:
(a) to grant to the Customer, a fully paid-up, worldwide, non-exclusive, royalty-free licence
during the Term to copy the Deliverables (excluding materials provided by the Customer)
for the purpose of the Customer receiving and using the output of the Services and the
Deliverables in its business; or
(b) to assign elements of the Foreground Intellectual Property to the Customer.
10.3 Any licence or assignment as described in clause 10.2 above shall be subject to an additional
charge, as Blends may notify to the Customer in writing, and any such licence or assignment shall
be subject to the Customer having settled all Charges due to Blends (whether under the Contract
or otherwise).
10.4 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause
10.2.
10.5 The Customer grants to Blends a fully paid-up, non-exclusive, royalty-free non-transferable
licence to copy and modify any Background Intellectual Property provided by the Customer to
Blends, for the purpose of providing the Goods and/or Services to the Customer.

11 CONFIDENTIALITY & DATA PROTECTION
11.1 Each party undertakes that it shall not at any time during the Contract, and for a period of five
(5) years after termination of the Contract, disclose to any person any confidential information
concerning the business, affairs, customers, clients, suppliers, pricing, manufacturing or
production methods or processes or the production sites of the other party or of any member of
the group of companies to which the other party belongs, except as permitted by clause 11.2.
11.2 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. Each party shall ensure that its employees, officers,
representatives or advisers to whom it discloses the other party's confidential information
comply with this clause 11; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.
11.3 No 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.
11.4 Both parties will comply with all applicable requirements of the Data Protection Legislation. This
is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the
Data Protection Legislation. To the extent that the parties consider that personal data will be
processed pursuant to this Contract they will, in good faith, agree such data processing
arrangements as are reasonably necessary to fulfil any legal requirements in connection with such
processing in advance of such processing occurring.

12 LIMITATION OF LIABILITY:
THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
12.1 Blends has obtained insurance cover in respect of its own legal liability under this Contract. The
limits and exclusions in this clause reflect the insurance cover Blends has been able to arrange
and the Customer is responsible for making its own arrangements for the insurance of any excess
loss.
12.2 The restrictions on liability in this clause 12 apply to every liability arising under or in connection
with the Contract including liability in contract, tort (including negligence), misrepresentation,
restitution or otherwise.
12.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of
any liability arising from its deliberate default.
12.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of
the Supply of Goods and Services Act 1982 (title and quiet possession); and
(d) defective products under the Consumer Protection Act 1987.
12.5 Subject to clause 12.4, Blends' total liability to the Customer in respect of all breaches of duty
occurring within any contract year shall not exceed the cap.
12.6 In clause 12.5:
(a) cap. The cap is the greater of: (i) one hundred and fifty per cent (150%) of the total
charges paid by the Customer to Blends in the contract year in which the breach(es)
occurred; and (ii) the total value of Orders placed by the Customer with Blends in the
contract year in which the breach(es) occurred.
(b) contract year. A contract year means any twelve (12) month period commencing with
the Commencement Date or any anniversary of it; and
(c) total charges. The total charges means all sums paid by the Customer and all sums
payable under the Contract in respect of Goods and Services actually supplied by Blends,
whether or not invoiced to the Customer.
Blends Flavours & Colours Ltd, Blends House, Overbrook Lane, Knowsley Business Park, Merseyside L34 9FB
Co Reg No: 10670248
Tel: 0151 548 3000 | Fax: 0151 548 3111 | email: sales@blendsltd.co.uk | website: www.blendsltd.co.uk
12.7 This clause 12.7 sets out specific heads of excluded loss and exceptions from them:
(a) Subject to clause 12.4, the types of loss listed in clause 12.7(c) are wholly excluded by
the parties, but the types of loss and specific losses listed in clause 12.71.1.1(v) are not
excluded.
(b) If any loss falls into one or more of the categories in clause 12.7(c) and also falls into a
category, or is specified, in clause 12.71.1.1(v), then it is not excluded.
(c) The following types of loss are wholly excluded:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings; and
(v) loss of use or corruption of software, data or information;
(vi) wasted expenditure of the Customer
(i) loss of or damage to goodwill; and
(ii) indirect or consequential loss.
(d) The following types of loss and specific loss are not excluded:
(i) sums paid by the Customer to Blends pursuant to the Contract, in respect of any
Goods or Services not provided in accordance with the Contract;
(ii) wasted expenditure of Blends;
(iii) additional costs of procuring and implementing replacements for, or alternatives
to, Goods or Services not provided in accordance with the Contract. These include
but are not limited to consultancy costs, additional costs of management time
and other personnel costs, and costs of equipment and materials; and
(iv) losses incurred by the Customer arising out of or in connection with any third
party claim against the Customer which has been caused by the act or omission
of Blends. For these purposes, third party claims shall include but not be limited
to demands, fines, penalties, actions, investigations or proceedings, including
those made or commenced by subcontractors, Blends' personnel, regulators and
customers of the Customer.
12.8 Blends has given commitments as to compliance of the Goods and Services with relevant
specifications in clause 5 and clause 7 and the Customer had obligations to test
Deliverables/Goods on delivery. In view of these commitments, the terms implied by sections 13
to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services
Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
12.9 This clause 12 shall survive termination of the Contract.

​

13 TERM AND TERMINATION
13.1 The Contract will commence on the Commencement Date and shall continue in force for the Term.
13.2 Without affecting any other right or remedy available to it, either party may terminate the Contract
with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of its obligations under the Contract (other
than any non-payment of the charges which shall be subject to clause 13.3 below) and
(if such breach is remediable) fails to remedy that breach within ten (10) days after
receipt of notice in writing to do so;
(b) the other party takes any step or action in connection with its entering administration,
provisional liquidation or any composition or arrangement with its creditors (other than
in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether
voluntarily or by order of the court, unless for the purpose of a solvent restructuring),
having a receiver appointed to any of its assets or ceasing to carry on business; or
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to
carry on all or a substantial part of its business.
13.3 Without affecting any other right or remedy available to it, Blends may terminate the Contract
with immediate effect by giving written notice to the Customer if:
(a) the Customer fails to pay any amount due under the Contract on the due date for
payment;
(b) there is a change of Control of the Customer; or
(c) the events described at clause 9.6(b) occur and the Contract is no longer economically
feasible for Blends to continue with, as determined by Blends acting solely in its
discretion.
13.4 Without affecting any other right or remedy available to it, Blends may suspend the supply of
Services or all further deliveries of Goods under the Contract or any other contract between the
Customer and Blends, if:
(a) the Customer fails to pay any amount due under the Contract on the due date for
payment;
(b) the Customer becomes subject to any of the events listed in clause 13.2(b) and clause
13.2(c); or
(c) Blends reasonably believes that the Customer is about to become subject to any of the
events described.

​

14 CONSEQUENCES OF TERMINATION
14.1 On termination of the Contract:
(a) the Customer shall immediately pay to Blends all of Blends' outstanding unpaid invoices
and interest and, in respect of Services and Goods supplied but for which no invoice has
been submitted, Blends shall submit an invoice, which shall be payable by the Customer
immediately on receipt; and
(b) the Customer shall return all of Supplier Materials and any Deliverables or Goods which
have not been fully paid for. If the Customer fails to do so, then Blends may enter the
Customer's premises and take possession of them. Until they have been returned, the
Customer shall be solely responsible for their safe keeping and will not use them for any
purpose not connected with this Contract.
14.2 Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the
parties that have accrued up to the date of termination, including the right to claim damages in
respect of any breach of the Contract which existed at or before the date of termination.
14.3 Any provision of the Contract that expressly or by implication is intended to have effect after
termination shall continue in full force and effect.

15 FORCE MAJEURE
Neither party shall be in breach of the Contract nor liable for delay in performing or failure to
perform, any of its obligations under the Contract if such delay or failure result from events,
circumstances or causes beyond its reasonable control (a Force Majeure Event). In such
circumstances the time for performance shall be extended by a period equivalent to the period
during which performance of the obligation has been delayed or failed to be performed. If the
period of delay or non-performance continues for two (2) months the party not affected may
terminate the Contract by giving ten (10) Business Days written notice to the affected party.

16 GENERAL
16.1 Assignment and other dealings
(a) Blends may at any time assign, mortgage, charge, subcontract, delegate, declare a trust
over or deal in any other manner with any or all of its rights and obligations under the
Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate,
declare a trust over or deal in any other manner with any of its rights and obligations
under the Contract without the prior written consent of Blends.
16.2 Notices
(a) Any notice or other communication given to a party under or in connection with the
Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day
delivery service at its registered office (if a company) or its principal place of
business (in any other case); or
(ii) sent by email to the address specified in the Order.
(b) Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice
is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at
9.00 am on the second Business Day after posting or at the time recorded by the
delivery service;
(iii) if sent by email, at the time of transmission, or, if this time falls outside business
hours in the place of receipt, when business hours resume. In this clause
16.2(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day
that is not a public holiday in the place of receipt.
(iv) This clause does not apply to the service of any proceedings or other documents
in any legal action or, where applicable, any arbitration or other method of dispute
resolution.
Blends Flavours & Colours Ltd, Blends House, Overbrook Lane, Knowsley Business Park, Merseyside L34 9FB
Co Reg No: 10670248
Tel: 0151 548 3000 | Fax: 0151 548 3111 | email: sales@blendsltd.co.uk | website: www.blendsltd.co.uk
16.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or
unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability
of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted
under this clause 16.3 the parties shall negotiate in good faith to agree a replacement provision
that, to the greatest extent possible, achieves the commercial result of the original provision.
16.4 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in
writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by
a party to exercise any right or remedy provided under the Contract or by law shall not constitute
a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise
of that or any other right or remedy. No single or partial exercise of any right or remedy provided
under the Contract or by law shall prevent or restrict the further exercise of that or any other
right or remedy.
16.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to,
establish any partnership or joint venture between the parties, constitute either party the agent
of the other, or authorise either party to make or enter into any commitments for or on behalf of
the other party.
16.6 Entire agreement.
(a) 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.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall
have no remedies in respect of any statement, representation, assurance or warranty
(whether made innocently or negligently) that is not set out in the Contract. Each party
agrees that it shall have no claim for innocent or negligent misrepresentation or negligent
misrepresentation based on any statement in the Contract.
16.7 Third party rights. This Contract does not give rise to any rights under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Contract. The rights of the parties to rescind
or vary this Contract are not subject to the consent of any other person.
16.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective
unless it is agreed in writing and signed by the parties (or their authorised representatives).
16.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or
claims) arising out of or in connection with it or its subject matter or formation shall be governed
by and construed in accordance with the law of England and Wales.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have
exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with the Contract or its subject matter or formation.

SCHEDULE 2: GOODS SPECIFICATION
Filling Fee: Unless agreed otherwise, the Filling Fee will be adjusted by mutual consent
between Parties at the beginning of each new period of 12 months.
The new price shall be affective from the date of the new contract TBC contract commencement
Invoice date : The Products are invoiced on despatch from Blends warehouse
Payment terms: Initial order on proforma, following orders 30 days net invoice
Blends shall request a credit limit related to any deliveries / invoices issued to the Customer. If
this limit is reduced or withdrawn by the insurance company, Blends is entitled to suspend
deliveries as long as there is no credit limit or may demand advance payment.
Prices are NET - NET without VAT, duties or any other applicable taxes.
Please see below quotes for all products we discussed based on volumes:
 Blends will supply bottles and caps
 Blends will supply all raw material for 500ml
 Dr Oekter will supply all raw material for 95ml
 Blends will fill into bottles
 Blends will supply packaging
Please note these prices are not inclusive of VAT
These prices is based on production and collection by your designated transport provider.

SCHEDULE 3: SERVICES SPECIFICATION
Forecast: Production planning is based on rolling forecasts of preferably 16 weeks ahead
production forecasts shall be agreed between Blends and the Customer (“Agreed Production
Schedule”) no less than 4 weeks prior to the start of production at which point the Agreed Production
Blends Flavours & Colours Ltd, Blends House, Overbrook Lane, Knowsley Business Park, Merseyside L34 9FB
Co Reg No: 10670248
Tel: 0151 548 3000 | Fax: 0151 548 3111 | email: sales@blendsltd.co.uk | website: www.blendsltd.co.uk
Schedule will be locked-in; following agreement of the Agreed Production Schedule, no alteration to
the Agreed Production Schedule will be permitted prior to production commencing unless agreed in
writing between the parties;
All orders will be invoiced on despatch from Blends House, Overbrook Lane, Knowsley, Prescot,
Merseyside, United Kingdom, L34 9FB.
Dr Oekter will arrange collection of all orders with their designated transport provider.
The Stock and Production Schedule Report as issued and routinely updated by the Customer is
confirmation of the Order Requirements – with a fixed 8-week period within which no alterations to
quantity or production date can be made without prior agreement between the parties.
Each production run/per sku will be at fixed/standard batch sizes (driven by raw ingredients and their
packaging formats) to maximise use of full containers where possible and minimise wastage or
residual part containers for storage until the next production. Each order explicitly contains the nature
and quantity of the Products.
Orders placed with Blends by the Customer will only be processed after Blends' explicit and written
confirmation thereof (incl. e-mail). Orders cannot be cancelled unless approved by Blends.
Materials and Requirements:
Filled and packed in a brown box of 6single units.
Liquid raw materials are sourced by the Customer for 95ml and invoiced directly from the supplier to The
Customer.
Packaging materials are sourced by Blends and invoiced to Blends.
The goods are palletized on a standard blue chep pallet. The pallet price is included in the packaging
cost.
Unless otherwise agreed between the parties, the material cost is fixed for a 6 month period.