Wholesale Terms of Business

1. Introduction

1.1 These Terms of Business ("Terms") govern the legal relationship between Pedalled Provisions Limited (company number 15321036, trading as The Dalston Egg Shop) ("Seller") and its customers ("Buyer") in the sale of eggs and other goods.

1.2 By placing an order with the Seller, the Buyer agrees to be bound by these Terms.

2. Definitions

2.1 "Goods" means eggs and any goods supplied by the Seller to the Buyer.

2.2 "Contract" means the agreement between the Seller and the Buyer for the sale and purchase of Goods in accordance with these Terms.

3. Orders and Acceptance

3.1 All orders placed by the Buyer are subject to acceptance by the Seller.

3.2 The Seller reserves the right to accept or reject any order at its sole discretion.

3.3 The Contract is formed when the Seller confirms acceptance of the Buyer's order in writing (including email).

4. Price and Payment

4.1 The price of the Goods shall be as set out in the Seller's price list or as agreed in writing at the time of the order.

4.2 Prices are exclusive of VAT and any other applicable taxes which, if applicable, the Buyer shall pay in addition at the applicable rate.

4.3 Payment terms are 7 days from the date of invoice, unless otherwise agreed in writing.

4.4 If the Buyer fails to make any payment on the due date, the Seller may charge interest on the overdue amount at the rate of 5% per annum above the Bank of England base rate until payment is made in full.

5. Delivery

5.1 The Seller shall deliver the Goods to the location specified in the Buyer's order.

5.2 Delivery dates are estimates only and the Seller shall not be liable for any delay in delivery of the Goods.

5.3 The Buyer shall inspect the Goods upon delivery and notify the Seller of any defects or discrepancies within 24 hours. If the Buyer fails to do so, the Goods shall be deemed to be accepted.

6. Risk and Title

6.1 Risk in the Goods shall pass to the Buyer upon delivery.

6.2 Title to the Goods shall not pass to the Buyer until the Seller has received payment in full for the Goods and all other sums due to the Seller from the Buyer.

7. Warranties and Liability

7.1 Except as expressly provided in these Terms, all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

7.2 The Seller's liability for any claim arising out of or in connection with the Contract shall not exceed the price paid by the Buyer for the Goods.

7.3 The Seller shall not be liable for any indirect or consequential loss or damage arising out of or in connection with the supply of Goods.

8. Termination

8.1 Either party may terminate the Contract by giving written notice to the other if the other party commits a material breach of the Contract and fails to remedy the breach within 14 days of being notified in writing.

8.2 The Seller may terminate the Contract immediately if the Buyer becomes insolvent or is unable to pay its debts as they fall due.

9. Force Majeure

9.1 The Seller shall not be liable for any failure or delay in performing its obligations under the Contract due to any event beyond its reasonable control, including but not limited to acts of God, war, strikes, or other industrial action.

10. Governing Law and Jurisdiction

10.1 These Terms and the Contract shall be governed by and construed in accordance with the laws of England and Wales.

10.2 The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales to resolve any disputes arising out of or in connection with the Contract.

11. General

11.1 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.2 The Buyer may not assign or transfer any of its rights or obligations under the Contract without the prior written consent of the Seller.

11.3 No variation of these Terms shall be effective unless agreed in writing by the Seller.

11.4 These Terms constitute the entire agreement between the parties and supersede any previous agreements or understandings.