Terms and Conditions of Service
1. Definitions
In these Terms:
1.1. “Buyer” means the person, firm, or company who places an Order for the Goods.
1.2. “Contract” means the agreement between the Buyer and the Seller for the sale and purchase of the Goods.
1.3. “Delivery Point” means the place stated in the Order to which the Goods are to be delivered.
1.4. “Goods” means the items (or any part of them) stated in the Order which the Seller is to supply in accordance with these Terms.
1.5. “Order” means the Buyer's purchase order.
1.6. “Price” means the cost of the Goods as set out in the Order.
1.7. “Seller” means Paella Amigo Ltd trading as Amigo Food Group.
1.8. “Terms” means these standard conditions of sale, including any special terms agreed in writing between the Buyer and the Seller.
1.9. “Weight” means, unless otherwise stated, the weight or volume of the Goods when packed.
2. Entire Agreement
These Terms constitute the complete agreement between the parties. The Buyer acknowledges that they have not depended on any statements, promises, or representations made by or on behalf of the Seller that are not explicitly included in these Terms.
These Terms apply to the Contract to the exclusion of any other terms the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
3. Basis of Sale
The Seller shall sell and the Buyer shall purchase, the Goods in accordance with these Terms, which shall apply to all Contracts to the exclusion of all other conditions, including any that the Buyer may seek to apply under any purchase order, confirmation, or other document.
Any variation to these Terms shall be inapplicable unless agreed in writing by the Seller.
4. Specifications
The Buyer shall be responsible for ensuring the accuracy of any Order and for providing all necessary information in sufficient time to enable the Seller to perform its obligations.
The quantity, quality and description of the Goods shall be as set out in the Order.
The Seller reserves the right to make any changes in the specification of the Goods which are required to comply with applicable laws or regulations, or which do not materially affect quality or performance.
The Buyer shall not acquire any right or interest in, or use or disclose, any intellectual property rights of the Seller without prior written consent.
5. Price and Payment
The Price is exclusive of VAT. The Buyer shall pay the Price in full and in cleared funds by the due date stated on the Seller's invoice (“the Due Date”). Time for payment is of the essence.
The Price includes packaging and delivery to the Delivery Point unless otherwise stated.
The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the Price to reflect any increase in the Seller's costs beyond its control, including (but not limited to) increases in taxes, duties, labour, materials, or transportation costs.
Where credit terms are agreed, payment must be made within the stated credit period.
The Buyer shall make all payments without set-off or deduction, except as required by law. The Seller may, at any time, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
If the Buyer exceeds its insured credit limit, loses its insured credit limit, or the Seller considers the Buyer's financial standing unsatisfactory, the Seller may suspend deliveries or require immediate payment of all outstanding amounts.
6. Delivery
Delivery shall be made by the Seller to the Delivery Point specified in the Order.
Delivery dates are approximate only. The Seller shall not be liable for any delay caused by events beyond its reasonable control, or by the Buyer's failure to provide adequate delivery instructions.
Where Goods are delivered in instalments, each delivery shall constitute a separate contract.
If the Buyer fails to take delivery or provide adequate instructions, delivery shall be deemed completed on the second day after the Seller notifies the Buyer that the Goods are ready. The Seller may then:
a) store the Goods and charge the Buyer for storage and insurance, plus 1% per month of the net invoice value; or
b) sell the Goods and account to the Buyer for any excess over the Price, or charge the Buyer for any shortfall.
Delivery shall be deemed to take place:
When the Goods are presented for unloading at the Delivery Point, or
If collected by the Buyer, when loaded onto the Buyer's vehicle.
7. Property and Risk
Risk of loss or damage passes to the Buyer on delivery.
Title in the Goods shall remain with the Seller until payment in full (in cleared funds) has been received for all Goods supplied under this and any other contracts between the parties.
Until the title passes, the Buyer shall:
hold the Goods as the Seller's fiduciary agent and bailee;
store them separately and keep them clearly identified as the Seller's property; and
not pledge or encumber them.
If payment is overdue, or if the Buyer becomes insolvent or ceases to trade, the Seller may recover the Goods and enter the Buyer's premises to do so.
8. Inspection and Defects
The Buyer must inspect the Goods on delivery and notify the Seller in writing within 24 hours of any defect or non-conformity. Failing this, the Goods shall be deemed accepted and in compliance with the Contract.
If Goods are shown to be defective, the Seller may replace them or, if agreed, issue an appropriate allowance.
Claims for non-delivery must be made within 24 hours of receipt of the dispatch notice.
The Buyer must promptly notify the Seller of any complaint concerning the Goods that could result in liability for the Seller.
The Seller shall not be liable for delay or failure to perform due to events beyond its reasonable control, including but not limited to war, strike, lock-out, fire, flood, or shortage of materials. Either party may terminate the Contract by written notice if such events continue for more than three months.
9. Termination
The Seller may terminate this Contract at any time by giving seven (7) days’ written notice to the Buyer. Goods already ordered and delivered shall remain payable in full.
10. General
The Buyer may not assign any rights or obligations under this Contract without the Seller's prior written consent.
All information exchanged under this Contract shall be treated as confidential unless required by law or already public.
Notices must be in writing and sent to the other party’s registered office or principal place of business.
If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
This Contract shall be governed by and construed in accordance with the laws of England and Wales and both parties submit to the exclusive jurisdiction of the English courts.
11. Data Protection (GDPR)
The Seller collects and processes personal data for the purposes of managing accounts, fulfilling orders, delivering Goods and providing marketing communications relevant to the Buyer's business.
The lawful basis for such processing is the performance of the Contract and the Seller's legitimate business interests.
The Seller may contact the Buyer by email, phone, or post with information or offers relevant to the industry. The Buyer may opt out of marketing at any time by emailing accounts@amigofoodgroup.com.
Personal data is not shared with third parties except where required by law. Data will be retained for up to three (3) years after the last business activity, unless otherwise required by regulation.
12. Payment Methods
The Seller accepts payment by bank transfer or cash, provided there is prior agreement. If any fee is late or fails to go through, the Seller has the right to impose an administration charge of £100, along with any related bank costs. Additionally, the Seller may change the Buyer’s credit terms to Pro Forma (payment in advance) or Payment on Delivery for all future orders. The Seller can also demand immediate payment of any outstanding balances and/or terminate the Contract.
Paella Amigo Ltd trading as Amigo Food Group
48A Minerva Road, London NW10 6HJ
Email: accounts@amigofoodgroup.com
Wladimir Munoz
