Coke Services

COCA-COLA EUROPEAN PARTNERS GREAT BRITAIN LIMITED

STANDARD CONDITIONS OF SALE

These Conditions apply to the sale of Products by CCEP unless varied or excluded by written agreement. CCEP does not agree to contract on any terms and conditions which may appear, or be referred to, on any purchase orders, invoices, forms or other documents or communications (whether printed or electronic) or internet site purporting to amend, vary, supersede or replace these Conditions shall not apply unless accepted in writing by CCEP. Delivery personnel and other agents acting for CCEP have no authority to agree additional terms or the amendment, variation, supersession or replacement of these Conditions.

1. Definitions

(a) "CCEP" means Coca-Cola European Partners Great Britain Limited (incorporated in England and Wales with registered number 27173) of Pemberton House, Bakers Road, Uxbridge, Middlesex, UB8 1EZ. (b) "Delivery" has the meaning in Condition 4(a). (c) "GB" means England, Scotland, Wales and Isle of Man. (d) "Pallet" means a re-useable pallet or other delivery unit or container on or in which Products are supplied such as a wooden pallet, plastic merchandiser unit and beverage tray. (e) "Products" means the beverages or other products manufactured, sold, supplied or distributed by CCEP or by a distributor on behalf of CCEP including the bottle, can or other non-returnable packaging in which they are supplied that have been purchased directly from CCEP. (f) "Promotional Material" means point of sale or other marketing material promoting the Products, provided to you by CCEP. (g) "Purchase Price" means the price of the Products quoted to you by CCEP which excludes VAT and other taxes payable. (h) "You" and "your" means the individual, firm or company placing an order to buy Products from CCEP. (i) The headings to the Conditions do not affect the meanings of the Conditions.

2. Prices

(a) CCEP reserves the right to change the Purchase Price before the date of Delivery to take account of any change (including but not limited to raw material, production and distribution costs) in the cost to CCEP of supplying the Products to you. CCEP will notify you as soon as is reasonably practicable of any change in the Purchase Price. Notwithstanding anything else in these Conditions to the contrary, CCEP reserves the right to increase the price of CCEP Products in the event that the government of the United Kingdom imposes a levy or tax on soft drink products. (b) VAT and other applicable taxes and duties must be paid at the same time as the Purchase Price. (c) Any query or dispute over any invoice or Purchase Price must be raised in writing with CCEP within six months of Delivery. CCEP will not address any query or dispute raised after that six months period or issue you with a credit note in respect of an invoice issued more than six months before. (d) The Purchase Price includes delivery of Products to locations on the mainland of England, Scotland or Wales.

3. Orders

(a) CCEP does not operate a ‘sale or return’ policy. If you order Products and they are Delivered you must pay for them. You are liable for any orders placed by your staff at any outlet that you operate or control. (b) Every order must be for at least CCEP’s standard minimum order quantity or such other minimum order quantity that is agreed between you and CCEP. (c) From time to time CCEP may discontinue Products or alter the ingredients, preparation, packaging or presentation of Products. Nothing in these Conditions shall oblige CCEP to supply the Products to you in any particular package, design or form other than those which are from time to time available and in general circulation.

4. Delivery

(a) Delivery of the Products will occur when (i) the Products are delivered to your premises, or to the premises of your specified receiving agent or shipping agent at an address on the mainland of England, Scotland or Wales; or (ii) you or your agent collect the Products from CCEP. (b) If you give instructions for the Products to be delivered to a third party distributor (“your Agent”), CCEP can, at your election, invoice for the Products either (i) you directly at the prices agreed between you and CCEP; or (ii) your Agent, at the prices agreed between CCEP and your Agent who will then invoice you at prices agreed between you and your Agent, and all CCEP’s delivery obligations to you will be satisfied on delivery to your Agent. You acknowledge that CCEP shall have no involvement in agreeing any delivery terms between you and your Agent nor in setting any delivery charges or other terms as to the price that your Agent may charge you. For the avoidance of doubt, where CCEP makes a delivery to your Agent in accordance with this condition it will amount to a delivery to you for the purposes of making Delivery. (c) CCEP will make reasonable efforts to make Delivery on time and in full. However CCEP will not be liable to you for any loss or damage resulting from a delay in Delivery or short order. (d) If CCEP makes Delivery of your order of Products by instalment, each instalment will be the subject of a separate contract and you will receive an invoice for each Delivery. (e) You must check all Products at the time of Delivery. You must sign CCEP’s proof of delivery document, annotated where required, and return it to CCEP's delivery agent at the time of Delivery to enable CCEP to address delivery queries. If you reject any Products at the time of Delivery full details identifying which Products have been rejected and the reason(s) for rejection must be set out clearly on CCEP’s proof of delivery document. (f) CCEP’s aim is that at the date of Delivery there is at least 75% of the shelf life of the Products remaining (before the "Best Before" date displayed on the Products). This proportion of shelf life remaining may be reduced for less durable Products and for residual stocks of Products. Please note that it is your responsibility to ensure that your stocks of Products are properly rotated and sold.

5. Payment

(a) No credit terms: You must pay CCEP the full Purchase Price in cleared funds without any deduction on or before Delivery. (b) Credit terms granted: You must pay CCEP the full Purchase Price in cleared funds without any deduction either: (i) by direct debit on the 24th day of the month following the month of invoice; or (ii) if CCEP agrees, by alternative payment method on or before the 20th day of the month following the month of invoice. (c) If you do not pay CCEP by the due date(s) for payment then all money owed to CCEP by you will become immediately payable and CCEP reserves the right: (i) to defer or cancel further deliveries of Products to you; (ii) to charge you interest on any money owed to CCEP and remaining unpaid after the date payment was due. Interest will be calculated at 4% over the Bank of England base rate for the time being in force and will be calculated on a daily basis and compounded monthly; (iii) to charge you a reasonable administration charge together with all CCEP’s expenses (legal or otherwise) in recovering outstanding sums from you; (iv) to require that future payments to CCEP are made on or before Delivery or paid by direct debit on the 24th day of the month following the month of invoice; (v) to recover Products delivered to you which CCEP still owns in accordance with Condition 7; and (vi) to withhold, forfeit and/or cease payment of all discounts, rebates and allowances otherwise due to you. (d) CCEP reserves the right to deduct any money you may owe CCEP from time to time (including any legal costs and interest) from any money which CCEP may owe you. (e) Any credit terms allowed or offered to you may be changed or withdrawn by CCEP at any time, if CCEP reasonably considers that your creditworthiness has deteriorated before Delivery. In particular CCEP may require full or partial payment of the Purchase Price, or another form of security acceptable to CCEP, before making delivery of Products to you. (f) CCEP may, at any time, consult the files of credit reference agencies who may record the search. CCEP may share information about customer accounts with other lenders through credit reference agencies and directly with CCEP’s insurers or other food trade organisations. This information is used only to make credit granting decisions or, occasionally, for fraud prevention or tracing account holders.

6. Risk and Insurance

(a) Risk in the Products passes to you on Delivery. (b) You (and where applicable your Agent) will insure (with reputable insurers) those Products at your premises to their full replacement value against all risks which it is prudent to insure against. You will ensure that CCEP’s interest in the Products is noted on your insurance policy, and if CCEP requests it, provide CCEP with evidence that insurance has been taken out. (c) You agree that until CCEP has received full payment of the Purchase Price and associated VAT and other applicable taxes and duties owed together with the repayment of all other money payable by you to CCEP, CCEP will be entitled to (i) all money received from any insurance claims relating to the Products (which, where permitted by law, you will receive as trustee for CCEP) and CCEP will be entitled to use this insurance money to make good any loss or damage CCEP may have suffered; and (ii) require you to assign to CCEP the right to bring, prosecute and enforce any insurance claim in respect of the Products.

7. Retention of title

(a) CCEP will retain legal and beneficial ownership of (or where the Products are situated in Scotland, title to) the Products after Delivery until CCEP has received full payment in cleared funds of the corresponding Purchase Price and/or invoice and associated VAT and other applicable taxes and duties owed. (b) You agree to make every effort to keep the Products still owned by CCEP in good order and condition, properly stored, protected and insured, free from any legal process and separate from all other goods and clearly marked as being CCEP’s property. You agree that CCEP is entitled to enter your premises to check that the Products are being stored in accordance with this condition. (c) If you sell the Products that have been delivered to you that are still owned by CCEP, CCEP will retain a right over the proportion of your proceeds of sale that is required to cover your outstanding liability to CCEP at any particular time. In such circumstances, you agree that if you sell Products owned by CCEP you undertake to hold the proceeds of sale on trust on CCEP’s behalf, and to provide CCEP with the proceeds of sale on demand. In relation to Products situated in Scotland this Condition 7(c) shall not apply. (d) You agree that until CCEP has received full payment of the Purchase Price and associated VAT and other applicable taxes and duties owed together with the payment of any and all other money payable by you to CCEP, CCEP will be entitled to enter your premises to inspect, move, retake possession of, sell, dispose of or otherwise deal with the Products irrespective of whichspecific Products relate to outstanding invoices, and to require you to deliver the Products as CCEP may direct. You will give CCEP all assistance in this regard and especially in identifying the Products referred to in Condition 7(e) below. It shall be sufficient for the Products at your premises to match the description of the Products on CCEP’s unpaid invoices for CCEP to be entitled to recover the Products and CCEP shall not be required to match up specific pallet, tray or Product codes against CCEP’s unpaid invoices or the delivery notes relating to them. (e) You are entitled to purchase Products from other suppliers, but, if CCEP tries to recover Products under Condition 7(d), CCEP will be entitled to assume that CCEP is your sole supplier of the Products unless you have informed CCEP otherwise in writing, in which case you must specify (i) the Products concerned, (ii) the date of purchase of the Products, (iii) the quantity purchased, and (iv) the identification information from the pallet code (if any). (f) You agree not to pledge or in any way charge by way of security for indebtedness any of the Products which are the property of CCEP. Without prejudice to any of CCEP’s other rights, if you do so all sums owed to CCEP shall become immediately due and payable. (g) Any payment made by you for any Products supplied by CCEP shall first be deemed to be, and shall be used as payment for, any Products which have been disposed of by you. Once payment has been made for all Products disposed of by you then CCEP shall use any remaining payment to pay for any other Products supplied to you by CCEP as CCEP shall determine.

8. Insolvency

(a) If (i) you become bankrupt, make any arrangement with your creditors and/or become unable to pay any of your creditors and/or debts (within the meaning of section 123 of the Insolvency Act 1986), (ii) a notice is issued to convene a meeting for the purpose of passing a resolution for your winding-up, (iii) a resolution is passed or a petition for a winding-up order is presented for your winding-up or such order is made, (iv) you go into compulsory or voluntary liquidation, (v) a notice is issued to convene a meeting for the purpose of passing a resolution for the appointment of an administrator or similar officer, (vi) a resolution is presented for the appointment or the appointment is otherwise made of an administrator, administrative receiver, receiver, receiver and manager, interim receiver, custodian, sequestrator, or similar officer in respect of the whole or any part of your assets, or a notice of intention to appoint any of the aforementioned is filed, (vii) an encumbrancer enforces its security, or any distress, attachment, sequestration or execution or other similar process affects any of your assets and is not discharged within 14 days, (viii) you cease, or threaten to cease, to carry on business, (ix) you propose or make any general assignment, composition or arrangement with or for the benefit of all or some of your creditors or you suspend making payments to all or some of your creditors, (x) and/or CCEP reasonably believes that any of these events is about to occur, then:- (1) CCEP will be entitled to treat the contract between you and CCEP as repudiated; (2) CCEP will be entitled to cancel and cease any further deliveries of Products to you without incurring any liability to you; (3) if Products have been delivered but not paid for in full, your right to sell those Products will automatically cease, the Purchase Price and associated VAT and other applicable taxes and duties owed will become immediately due and payable and if it is not paid when demanded, CCEP will be entitled to enter your premises during normal business hours to recover the Products; and (4) any discounts, rebates and allowances otherwise due to you from CCEP shall cease to be payable. (b) CCEP’s rights in Condition 8(a) are in addition to any other right or remedy CCEP may have. (c) You must inform CCEP in writing immediately after you discover that any circumstance described in Condition 8(a) has occurred or is likely to occur.

9. Pallets

(a) Pallets are supplied on condition that (i) you will permit them to be collected from you by the relevant Pallet owner after use, and (ii) until the Pallets are collected from you, you are responsible for them and will ensure that they are maintained in a satisfactory condition. (b) You will be responsible if any Pallet is lost, damaged or destroyed before it is collected from your premises. You agree on CCEP’s demand to indemnify CCEP against charges that are levied against CCEP by the relevant Pallet owner by reason of your failure to comply with Condition 9(a) and you agree to settle any such invoices in the same way that you are required to pay the Purchase Price.

10. Defects and remedies

(a) You must (i) give CCEP written notice of any alleged defect within 24 hours of Delivery, (ii) make no further use of the defective Products once you have discovered, or been advised by CCEP of, the defect, and (iii) allow CCEP a reasonable opportunity to inspect the alleged defective Products. (b) If CCEP accepts that the Products delivered to you are defective then CCEP will at its option either put right the defect, replace the defective Products free of charge, or take back the defective Products and refund the Purchase Price. You agree that CCEP will be fully discharged from liability if CCEP performs any of these options. (c) Except as provided in this Condition 10, any liability CCEP has, whether in contract or otherwise, is excluded to the fullest extent permitted by law.

11. Promotional Material

Promotional Material must only be displayed and distributed as agreed in writing with or instructed by CCEP. You must comply with any request by CCEP to remove Promotional Material.

12. Trademarks and design

You agree not to use or reproduce any trademark or design applied to the Products or copyright material relating to the Products (unless it is your own intellectual property) without CCEP’s prior written consent nor to alter the packaging of or repackage the Products.

13. Confidentiality

All secret or confidential information and advice which CCEP supplies to you including, but not limited to, the Purchase Price, is for your use alone and you agree not to disclose it to any other person (unless it is already public knowledge or you are required by law to disclose it) without CCEP’s prior written consent.

14. Overseas trade

(a) The Products are intended for sale and consumption in GB. If the Products are exported from GB, CCEP does not accept any liability or responsibility for complying with any overseas regulations relating to labelling, permitted containers, contents or any other matter. Your right to export the Products to Member States of the European Economic Area is not in any way restricted by this Condition. (b) All payments for sales of Products to outside GB must be by irrevocable letter of credit made by a bank pre-approved by CCEP or by another form of payment which is acceptable to CCEP. (c) Delivery of Products to outside the mainland of England, Scotland and Wales may result in additional delivery costs, which you must pay as part of and at the same time as the Purchase Price in accordance with these Conditions. (d) If the Products are to be exported from GB to territories outside the European Union and you provide CCEP with evidence which is satisfactory to HM Revenue and Customs to establish that the goods were exported from the European Union and therefore zero-rated for VAT purposes, VAT will not be charged on the Products. If the Products are to be exported to a Member State of the European Union and you advise CCEP of a valid VAT number of another Member State which is relevant to the purchase of the Products and provide CCEP with evidence of export which is satisfactory to HM Revenue and Customs, CCEP will not charge VAT on the sale to you. If you fail to provide either the relevant Member State VAT number or cannot provide the documentary evidence of export required by HM Revenue and Customs, VAT will be charged on the sale to you. You must at all times provide to CCEP on demand any information CCEP may reasonably require to enable CCEP to comply with CCEP's obligation under VAT legislation in respect of the sale of the Products.

15. General legal provisions

(a) Any notice given under the Conditions shall be in writing and if to CCEP must be addressed to its registered office and if to you must be addressed to your principal place of business. A notice shall be deemed to have been properly served if delivered personally or sent by prepaid first class post to the party concerned at the appropriate address. In the absence of evidence of earlier receipt, any such notice shall be deemed to have been given if left personally when left at the appropriate address and if sent by pre-paid first class post two days after posting. (b) CCEP is not responsible for any failure to fulfil its obligations under these Conditions if fulfilment is delayed, hindered or prevented by any circumstances beyond CCEP’s reasonable control including, but not limited to, strikes, failure of sources of supply or means of delivery. In the event of supply difficulties, you should immediately contact CCEP who will endeavour to arrange supplies of Products to you through an alternative source. (c) If one or more of the provisions of these Conditions shall be held by a court of competent jurisdiction to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of these Conditions but the validity and enforceability of the remainder of these Conditions shall not be affected. In such an event, each of the parties shall enter into good faith negotiations to amend such provision in such a way that, as amended, it is valid and legal and, to the maximum extent possible, carries out the original intent of the parties as to the point or points in question. (d) If CCEP does not enforce any right in these Conditions CCEP will not be prevented from enforcing that right at a later date and CCEP will not be deemed to have waived any rights. (e) Where you are more than one person/business, you will each be jointly and severally liable for the performance of your obligations in these Conditions. (f) CCEP reserves the right to amend these Conditions from time to time. Unless otherwise agreed with you, any such amendment will in no way affect existing outstanding orders for Products in place at the time the amendment is made but shall apply to any later purchases of Products by you from CCEP placed after such amendment has been made. (g) You cannot transfer your rights or obligations in these Conditions or any part of them without CCEP’s prior written consent. If CCEP does grant such consent, you will still be obliged to comply with these Conditions. CCEP is free to assign its rights and obligations under these Conditions as it see fit. (h) No provision of these Conditions shall be enforceable by a third party (being any person other than you and CCEP and permitted successors and assignees) under the Contracts (Rights of Third Parties) Act 1999 or otherwise. (i) References to any legislation, statute or statutory provisions includes a reference to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision. (j) The law of England and Wales applies to these Conditions and to any supply of Products by CCEP to you. You agree to any dispute between you and CCEP being addressed by the English courts.

Coca-Cola European Partners Great Britain Limited v02112016

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