Standard terms of supply of groceries

Standard Terms of Supply of Groceries to The Co-operative (incorporating the Groceries Supply Code of Practice 2009) Version: G040210

  1. Definitions & Interpretation

1.1 As used in these Terms unless the context otherwise requires

“Code” means the Groceries Supply Code of Practice 2009

“Confidential Information” has the meaning given in Term 25

“Co-operative” means Co-operative Group Limited an industrial and provident society registered in England with registration number IP525R and whose registered office is at 1 Angel Square, Manchester, M60 0AG

“Co-operative Brand Groceries” means Groceries that are branded with Co-operative Trademarks or other brand requirement specified by the Co-operative from time to time including any instalment or any of them or any part of them

“Co-operative Trademarks” means any and all of the trademarks, service marks, logos, get–up, designs, rights in designs, copyright and business names in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights and similar or equivalent rights or forms of protection in any part of the world which are specified and/or supplied by the Co-operative to the Supplier in connection with the supply of Groceries

“Contract” means any agreement between the Co-operative and the Supplier for the supply of Groceries from and including 4 February 2010 and to which these Terms shall apply

“EU” means the European Union established by the Maastricht Treaty 1993 or, as the case may be, the geographic area described by aggregating the geographic area of those countries in membership of the European Union from time to time.

“Force Majeure Event” means any fire, flood, earthquake, element of nature, act of God, governmental act, war, riot, civil disorder, terrorism, rebellion, revolution, strike, lock–out, labour dispute (but in each case other than the non performing party’s employees or employees or that party’s subcontractors where permitted) and other cause similar to those mentioned above beyond a party’s reasonable control

“Grocery Order” means an order made on or after or in the course of being executed at 4 February 2010 for the supply of Groceries at the Price

“Order” means The Groceries (Supply Chain Practices) Market Investigation Order 2009

“Price” means the price payable for the supply of the Groceries in question and prevailing at the time of a Grocery Order as a result of its having been agreed from time to time between the Co-operative and the Supplier in pounds sterling (unless an alternate currency is otherwise expressly stated) excluding VAT and, unless otherwise expressly stated, excluding discounts, but including packaging, delivery, freight, carriage, insurance, and loading and off-loading charges

“Retail Gross Profit” means the difference between the Price and the average of the retail prices applicable to the Groceries in the Co-operative stores during the relevant period for which the retail gross profit is to be calculated

“Supplier” means the person, firm or company or other incorporated or unincorporated body to whom the Grocery Order is addressed for the purposes of supplying the Groceries

“Terms” means these terms and includes any document referred to in them

“UK” means the United Kingdom of Great Britain and Northern Ireland

“VAT” means value added tax

“Working days” means all days other than Saturdays, Sundays and bank and public holidays

1.2 Words and phrases used in these Terms shall have the meanings given to them in the Code or the Order (as the case may be) unless otherwise required by or defined in these Terms

1.3 Words in the singular shall include the plural and vice versa

1.4 Reference to a statute, statutory provision or any sub-ordinate legislation shall include any amendment or re-enactment of it from time to time

1.5 Reference to Groceries shall, where used in the context of a Grocery Order in these terms, include any instalment or any of them or any part of them and where appropriate shall include any Co-operative Brand Groceries and Groceries of which the Co-operative is the first UK importer whether or not Co-operative Brand Groceries

1.6 Reference to writing includes fax and email

1.7 Obligations not to do something include obligations not to agree or allow that thing to be done

1.8 Headings shall not affect the interpretation of these Terms

1.9 Use of the word “including” (and its derivatives such as “includes”) means including without limitation 2.0 References to a clause or Term shall be a reference to a clause or Term of these Terms unless the context otherwise requires
  1. Terms

    2.1 These Terms incorporate the schedules and the annexes to them, the other documents to which these Terms expressly refer and the Code.

    2.2 In the event of any inconsistency between these Terms and either any Grocery Order or the schedules and/or annexes to these Terms then the provisions of the Grocery Order or, as the case may be, the said schedule or annexure shall prevail provided always that such provisions are not inconsistent with the Code

    2.3 These Terms shall apply to each Contract to the exclusion of any term that the Supplier may seek to impose under any quotation, confirmation of order, delivery note, invoice or other standard document of the Supplier

    2.4 These Terms may be expressly varied in accordance with Term 3 (Variation) save that, for the purposes of this Term and Term 3, signing any quotation, confirmation of order, delivery note or other standard document of the Supplier shall not amount to an express variation of these Terms

  2. Variations

    3.1 No variation to these Terms or any Contract shall be effective unless agreed in writing between the Primary Buyer or one of their superiors on behalf of the Co-operative and the relevant account manager or another person on behalf of the Supplier. Where a variation is verbally agreed such variation will be effective as from the date of agreement provided that it is confirmed in writing to the Supplier by the Co-operative within 3 working days of such agreement.

    3.2 Variations to these Terms or any Contract shall not take effect retrospectively save where the Code permits.

    3.3 The Co-operative may unilaterally vary these Terms on Reasonable Notice in writing to the Supplier

    3.4 Where the Supplier and the Co-operative agree that in respect of particular Groceries the Co-operative shall be entitled to a discount from or rebate of the Price (whether to be credited at the time of invoicing those Groceries or subsequently) dependent upon and/or variable with the volume of those Groceries ordered by the Co-operative or delivered and/or invoiced by the Supplier during a given period of time, the Supplier and the Co-operative may also agree that that period of time commence on a date which pre-dates the date of their agreement being reached.

  3. Contracts & Cancellations

    4.1 In consideration for payment of the Price by the Co-operative the Supplier shall supply such Groceries as required by any Grocery Order in accordance with these Terms.

    4.2 Each Grocery Order shall give rise to a separate Contract of which the Grocery Order and these Terms shall form part.

    4.3 The Co-operative may at any time purchase Groceries from other suppliers and nothing in these Terms shall imply any exclusivity of supply.

    4.4 A Grocery Order or any part of it may be cancelled by the Co-operative by written notice to the Supplier at any time prior to dispatch of the Groceries without liability on the part of the Co-operative save that the Co-operative shall compensate the Supplier for its actual loss in these circumstances, but in computing that loss taking into account the proceeds of re-sale achieved, or which ought reasonably to have been achieved, by the Supplier in respect of the cancelled Groceries. Where such cancellation amounts to De-listing the Co-operative shall comply with the relevant applicable provisions of Terms 22.5-22.8 inclusive.

  4. Groceries

    5.1 The Groceries shall:

    5.1.1 conform with any and all quantities, stipulations, samples and descriptions and also with all Co-operative technical specifications and any other Co-operative requirements as supplied in writing by the Co- operative to the Supplier from time to time

    5.1.2 be manufactured, packaged and labelled, stored and distributed in accordance with all applicable statutes, statutory provisions, sub-ordinate legislation and other instruments and regulations as may be applicable (whether prescribed domestically or by the EU), as prescribed in writing by the Co-operative from time to time and in a manner to ensure that they reach their destination in good condition

    5.1.3 be fit for any purpose made known or reasonably inferred to the Supplier by the Co-operative

    5.1.4 be free from any defect as to design, composition, workmanship, materials and ingredients and remain so for a reasonable period (considering the type of Grocery) following delivery as prescribed by the relevant technical specification or otherwise notified in writing to the Supplier by the Co-operative from time to time

    5.1.5 be safe and not pose a risk to health when used for the purpose intended or made known to or reasonably inferred by the Supplier considering the shelf–life, and extendable shelf-life where suitable for home freezing, in the case of edible Groceries

    5.1.6 have sufficient shelf-life at the time of delivery to be retailed at its usual retail selling price without discounts in the ordinary course of business of the Co-operative and in any event as required by the relevant technical specification or otherwise notified in writing to the Supplier by Co-operative from time to time

    5.2 The Co-operative’s rights under these Terms are in addition to those available to it by virtue of the Sale of Goods Act 1979 (SOGA)

    5.3 The Supplier shall: 5.3.1 comply with all applicable statutes, statutory provisions and sub-ordinate legislation and other instruments and regulations as may be applicable to Groceries and their manufacture, packing, packaging, marking, storing, handling, transportation and delivery together with any requirements that the Co-operative may prescribe in this regard from time to time

    5.3.2 obtain and keep in force for each Contract all licenses, consents, permissions, authorisations and permits needed or desirable for the manufacture and/or supply of the Groceries

    5.3.3 where the Groceries are produced by or for the Supplier outside the EU take all reasonable steps to ensure that all applicable health and safety law, welfare, hygiene and environmental laws of the country concerned are complied with

    5.3.4 comply in all respects with any Co-operative policy or guidelines from time to time applicable and notified in writing to the Supplier; and

    5.3.5 act in good faith toward the Co-operative at all times

    5.4 The Supplier undertakes, warrants and represents that:

    5.4.1 it has the right to sell the Groceries

    5.4.2 the Groceries are free from any charge, lien or other encumbrance of any nature whatsoever

    5.4.3 the Groceries may be retailed by the Co-operative in the ordinary course of business without any interference from the Supplier or any third party

    5.5 The Co-operative shall act fairly and lawfully in its conducts with the Supplier in accordance with the Code.

  5. Co-operative Brand Groceries

    6.1 In addition to the requirements at Term 5, the Co-operative Brand Groceries shall:

    6.1.1. conform to the Co-operative Product Composition Policies – Food and the Co-operative Product Composition Policies - Non Food as may be applicable from time to time as notified in writing to the Supplier

    6.1.2. conform to the Co-operative’s Technical Specifications and Supplier Guideline Documents as may be applicable from time to time as notified in writing to the Supplier

    6.1.3. use such of Co-operatives Trademarks as may be specified from time to time by the Co-operative in accordance with any and all guidelines and requirements provided by the Co-operative in relation thereto for the purposes of fulfilling the Contract but not further or otherwise

    6.1.4 be manufactured by the Supplier at sites prior approved in writing by the Co-operative or its agents. For avoidance of doubt sub-contracting of production shall not be permitted except in accordance with any prior written approval of the Co-operative on such terms as the Co-operative shall deem appropriate. Sites will be expected to comply with the Co-operative’s Sound Sourcing Code of Practice and Monitoring Programmes and be registered on Sedex (Supplier Ethical Data Exchange)

    6.1.5 be produced in accordance with the Co-operative’s Codes of Practice from time to time as notified in writing to the Supplier

    6.2 In addition to the requirements at Term 5, where the Supplier supplies Co-operative Brand Groceries, the Supplier shall:

    6.2.1. in the case of the supply of food Groceries, have achieved and maintain accreditation to the BRC Global Standard For Food Safety or such other higher standard as may be expressly prescribed in writing by the Co-operative; and/or (as appropriate)

    6.2.2. in the case of the supply of non food Groceries, have achieved and maintain accreditation to the BRC Global Standard For Consumer Groceries or such other higher standard as may be expressly prescribed in writing by the Co-operative in each case at the current version applicable from time to time.

    6.3 The Co-operative shall provide the Supplier with artwork for Co-operative Brand Groceries packaging and labelling. The Supplier shall provide full and accurate information concerning the Co-operative Brand Groceries for the purposes of ensuring that all packaging, labelling and other applicable statutes statutory provisions and sub-ordinate legislation, regulations and instruments are complied with. The Supplier shall verify that the information provided on such packaging complies with all aforementioned legislation and that it is complete and accurate. In the event that the packaging does not comply or the information on it is incomplete or inaccurate the Supplier shall immediately notify the Co-operative and confirm in writing the inadequacies such that the matter may be promptly remedied at the Supplier’s expense. The Co-operative shall not be bound to pay for any Groceries incorrectly or inadequately packaged or labelled.

    6.4 The Supplier warrants to the Co-operative that the Co-operative Brand Groceries (excluding labelling, design and artwork but including container and packaging) does not infringe any third party intellectual property rights of any nature whatsoever including registered and unregistered design rights. The Supplier shall at its own expense and at no cost to the Co-operative assign and /or procure the assignment of any and all intellectual property rights in any recipe or formula or part of them used in connection with the Co-operative Brand Groceries. The Supplier shall indemnify and keep indemnified the Co-operative for any costs, charges, claims, damages, expenses and losses of whatever nature which it suffers or incurs in the event of a breach of this warranty at this Term 6.4

    6.5 The Co-operative warrants to the Supplier that the Co-operative Trademarks do not infringe any third party intellectual property rights of any nature whatsoever including without limitation registered and unregistered design rights. Provided that the Supplier complies with the terms of these Terms including without limitation Terms 18 and 19 (Stockholding and Forecasts) the Co-operative shall indemnify and keep indemnified the Supplier for any costs, charges, claims, damages, expenses and losses of whatever nature which it suffers or incurs as a direct result of a breach of this warranty at Term 6.5

    6.6 The artwork and technical specification provided by the Co-operative may not be amended without the Co-operative’s express agreement in writing. The Supplier shall bear any and all costs incurred in amending the artwork, packaging and labelling of the Co-operative Brand Groceries where such amendment is agreed.

    6.7 The Co-operative may at its discretion but not more than once in any 12 month period update its designs for artwork and the Seller shall be required to pay the costs incurred by amending the artwork, packaging and/or labelling of the Co-operative Brand Groceries to accommodate such updating provided always that the Co-operative shall give reasonable notice to the Supplier of such change which may lead to residual stocks of packaging. For the avoidance of doubt the Supplier shall comply with any updates required by any statute, statutory provision or subordinate legislation as required by Term 6.3 above at its own cost

    6.8 The copyright and all other intellectual property rights of whatsoever nature in any artwork, surface designs, material, instruction and other material prepared or used in the manufacture and/or supply of the Co-operative Brand Groceries whether prepared by the Co-operative or the Supplier shall be the property of the Co-operative and shall remain the property of the Co-operative on completion of the Contract. Unless otherwise expressly agreed in writing all such intellectual property rights in such materials shall vest in the Co-operative and the Supplier shall assign or procure the assignment of all right, title and interest of any nature whatsoever in any and all such intellectual property rights to the Co-operative and the Supplier shall waive or procure the waiving of any and all moral rights in connection with such intellectual property rights. The Supplier shall do all such acts and execute all such deeds and documents as may be required by Co-operative in writing to vest such intellectual property in the Co-operative

    6.9 The Supplier is permitted to use the Co-operative Trademarks in the manner specified in these Terms for the purposes of discharging its obligations as to the manufacture and/or supply of the Co-operative Brand Groceries but not further or otherwise

    6.10 The Supplier shall not dispose of any Co-operative Brand Groceries or other item of any nature whatsoever bearing any of the Co-operative Trademarks except in accordance with the provisions of this Term 6 or otherwise agreed in writing with the Co-operative

    6.11 Subject to Term 6.12, except in relation to any fit for purpose Groceries which may be re-distributed through FareShare1st the Supplier shall not use or dispose of the Co-operative Brand Groceries or other items of any nature whatever bearing the Co-operative Trademarks or that contain any reference to the Co-operative or any of its associated businesses which:

    6.11.1 have not been tendered for delivery for any reason whatsoever

    6.11.2 have been tendered for delivery but which have been rejected by the Co-operative

    6.11.3 form any surplus stock of Co-operative Brand Groceries manufacture by the Supplier unless the Co-operative Trademarks and any item containing reference to the Co-operative or any of its businesses has been removed, stripped off and/or completely obliterated in such a manner that the Co-operative Brand Groceries may no longer be identified as relating or referring to the Co-operative

    6.12 In the event of any disposal of Co-operative Brand Groceries bearing Co-operative Trademarks (whether removed, stripped off or completely obliterated or not) or otherwise marked so as to indicate association with the Co-operative (whether removed, stripped off or completely obliterated or not) the Supplier shall provide to the Co-operative a written account of such disposals including quantities, date, codes, packaging information, method and place of disposal and the party to whom the Co-operative Brand Groceries were disposed

    6.13 The Supplier grants to the Co-operative (and its respective contractors, employees, officers, agents, consultants and subcontractors) a royalty-free and fully paid up non exclusive irrevocable licence to use and copy (including for back up purposes in accordance with industry best practice) any thing which is provided by the Supplier to the Co-operative in connection with the Co-operative Brand Groceries including data, software, computer programs, documents, drawings, illustrations, preparatory materials, specifications, designs, worked examples, negatives, positive bromides, reports, equipment, tools, dyes and moulds to the extent necessary to allow the Co-operative to obtain all the benefit of the Co-operative Brand Groceries

    6.14 In the event of any disposal of the Co-operative Brand Groceries not in accordance with this Term 6 then the Supplier shall immediately recover the Co-operative Brand Groceries at its own expense and shall account to the Co-operative for sums received by it on such disposal or at the Co-operative’s option shall pay to the Co-operative the Retail Gross Profit in respect of such Co-operative Brand Groceries. The provisions of this Term 6.14 shall be in addition to any and all other rights the Co-operative may have.

    6.15 The Provisions of this Term 6 shall survive completion of the Contract, termination and/or De-listing where appropriate

7 Promotions

7.1 The Co-operative and the Supplier shall collaborate in agreeing to run Promotions and the terms of them.

7.2 All Promotions run by the Co-operative in relation to Groceries supplied by the Supplier will be agreed in advance or in the case of verbal agreements confirmed within 3 working days of such agreement.

7.3 The Supplier shall be required to part fund the cost of the Promotion through the reduced Prices in relation to Groceries and/or through other payments. The Co-operative shall give Reasonable Notice to the Supplier in writing of such intended Promotion. In each case the funding requirements shall be recorded in accordance with the provisions of Term 7.2 and in any event the Supplier shall not be required to predominantly fund such Promotions.

Grocery Ordering for Promotions

7.4 Where the Supplier offers a promotional wholesale price on a Grocery product the Co-operative shall endeavour to order only such volume of such Grocery product as it reasonably believes it will sell during the Promotion period. The Co-operative and the Supplier shall agree the basis of determining the Grocery Order quantity relating to the Promotion. Foravoidance of doubt, any forecast made in accordance with Term 19 shall not apply in relation to Promotions unless the forecast expressly refers to the Promotion concerned.

7.5 Save where the Co-operative has taken all due care not to over order at promotional wholesale prices, in the event of significant over ordering of Groceries subject to promotional wholesale prices the Co-operative shall at the request of the Supplier pay compensation in respect of the over ordered Grocery products only calculated by reference to the difference between the promotional wholesale price and the non-promotional wholesale price in respect of the Grocery product concerned at the time of the relevant Grocery Order. Ordering in excess of the forecasted volumes shall not be conclusive evidence of over ordering. It is acknowledged and agreed that the ordering for Promotions is likely to exceed the forecasted order made without the Promotion having been confirmed.

7.6 In the event that a supplier cancels or otherwise fails to comply with the terms of an agreed Promotion then in addition to any other right the Co-operative may have the Co-operative shall be entitled to recover from the Supplier:

  7.6.1 all costs and fees reasonably incurred by the Co-operative in connection with the Supplier’s cancellation or failure to comply and such costs shall include without limitation administrative and professional fees and costs arising from amongst other things communications, advertising, customer relations, point of sale, production, distribution, reporting, monitoring and supply chain; and

  7.6.2 a sum equal to the anticipated Retail Gross Profit that would likely have been achieved in respect of such Promotion had it been held together with any service/performance credit that may have become due.

7.7 The Supplier shall promptly provide such complete and accurate information regarding agreed Promotions as the Co-operative may reasonably require to facilitate the Promotion.
  1. Service Levels and Service Review Meetings

    8.1 The Supplier undertakes to supply the Groceries in accordance with those of the standards set out in the Supplier Performance Matrix (appended to these Terms and/or notified in writing by the Co-operative from time to time in advance) which the Co-operative advises the Supplier in writing from time to time are applicable to it.

    8.2 The Supplier undertakes to supply on time the full quantity of each Grocery Order

    8.3 Without prejudice to any other rights and remedies available to the Co- operative the Supplier shall pay to the Co-operative an amount equal to any direct and/or indirect loss, cost, claim, expense and/or damages including loss of Retail Gross Profit suffered by the Co-operative as a consequence of the Supplier failing to achieve the requirements of Terms 8.1and/or 8.2

  2. Additional Supplier Obligations and Payment Requirements

    9.1 The Supplier undertakes to comply with the obligations set out in the Charges Matrix (appended to these Terms and/or notified in writing by the Co-operative from time to time in advance) including without limit in relation to wastage, new product development, cost reduction, quality improvements, benchmarking, new product development, samples, taste team, micros complaint handling and backhaul

    9.2 The Supplier undertakes to make all payments of all sums due to the Co-operative pursuant to the said Charges Matrix. In the event the said Charges Matrix and the Terms provide for payment more than once in relation to any matter that is intended to be subject to a single payment there shall be no requirement for duplicate payments.

    9.3 The Supplier shall hold the Co-operative harmless against all costs, losses and other liabilities it incurs as a result of the Supplier providing inaccurate or inoperable bar-codes, or misleading, deficient or incorrect information in relation to any Groceries or as a result of any other administrative error on the part of the Supplier.

Marketing and Associated Costs

9.4 The Supplier may be Required to make payment towards the Co-operative’s costs incurred in relation to the following matters:

  (a) retail buying staff visits to the Supplier

  (b) artwork and/or packaging

  (c) consumer and/or market research (to the extent any may be reasonably required in relation to a Grocery)

  (d) such other matters as may be reasonably determined by the Co-operative and required on Reasonable Notice in writing to the Supplier

Wastage

9.5 Wastage costs incurred by the Co-operative arising as a result of the non- compliance with these Terms on the part of the Supplier whether as to Grocery quantity or quality shall be charged to the Supplier. Such non- compliance shall include without limitation delivery of short-date Groceries (whether by agreement or otherwise), delivery of volumes in excess of Grocery Orders (to the extent of the excess) and delivery of Groceries not meeting quality or technical specification requirements.

9.6 Where wastage costs are recoverable from the Supplier the basis of calculating the wastage payment due to the Co-operative shall be notified in writing in advance to the Supplier

9.7 Wastage costs arising without Supplier default at the Co-operatives’ premises in the ordinary course of the Co-operative’s business in respect of Groceries supplied by the Supplier in accordance with these Terms shall not be charged to or recoverable from the Supplier

Privilege of Supply

9.8 With the exception of (i) Promotions and (ii) Grocery products which have not been stocked, displayed or listed by the Co-operative in the immediate preceding 365 days in respect of 25% or more of its stores where the payment reflects a reasonable estimate by the Co-operative of the risk run by stocking, displaying or listing such Grocery products, the Co-operative shall not directly or indirectly Require the Supplier to make any Payment as a condition of stocking, listing or displaying the Supplier’s Grocery product. Nothing in this Term shall prevent the parties freely agreeing commercial arrangements involving payments for stocking, displaying or listing of Grocery products provided that the reasons for doing so are objectively justifiable and transparent and that the commercial arrangements are applied fairly and consistently. Any such commercial arrangement shall be agreed in writing in advance between the parties.

Payments for Better Positioning

9.9 The Co-operative shall not directly or indirectly Require the Supplier to make any Payment in order to secure better positioning of or more shelf-space for any Grocery product unless such Payment is in relation to a Promotion and subject to the Promotion funding restrictions contained in the Code. Nothing in this Term shall prevent the parties from freely agreeing such commercial arrangements involving payments for better positioning of or more shelf-space for Grocery products provided that the reasons for doing so are objectively justifiable and transparent and that the commercial arrangements are applied fairly and consistently. Any such commercial arrangement shall be agreed in writing in advance between the parties.
  1. Third Party Goods and Services for Payment/ Packaging and Labelling

    10.1 The Supplier shall obtain its packaging, labelling, and/or carriage, outer packaging, product testing and inspection requisites and/or services from an approved supplier or suppliers notified to it in writing by the Co-operative

  2. Product Testing & Inspection

    11.1 The Supplier shall allow the Co-operative’s employees, officers, agents, consultants and sub-contractors or regulators to access its premises and/or records and information during normal business hours and on reasonable notice outside normal business hours for the purposes of determining compliance with these Terms and the Co-operative’s policies from time to time. The Supplier shall fully co-operate and assist the Co-operative’s employees, officers, agents, consultants and subcontractors or regulators as necessary in relation to any reasonable request for information concerning such compliance which includes allowing access, copying of records and documents and taking away such copies

    11.2 The Co-operative rely on the skill and judgement of the Supplier in the provision of the Groceries. However the Co-operative its employees, agents or sub-contractors may (but shall not be obliged) to inspect and/or test any of the Groceries supplied or to be supplied to ensure conformity with the Contract and the Co-operative’s policies from time to time. The cost of such testing and inspection shall be payable by the Supplier. In addition to such random inspection and testing the Co-operative shall in any event arrange for the testing and inspection of Co-operative Brand Groceries twice per annum by its sub-contractors appointed for that purpose and the cost of which shall be payable by the Supplier to the sub-contractor directly on receipt of an appropriate invoice from such sub-contractor.

    11.3 The testing and inspection carried out by or on behalf of the Co-operative shall not diminish the obligations of the Supplier under the Contract and nor shall such actions or results therefrom constitute acceptance of the Groceries.

12 Complaints

12.1. Where a customer complaint regarding a Grocery item is resolved in store by the Co-operative by replacement or refund of the retail price of the Grocery item then Co-operative shall not Require any payment from the Supplier in respect of resolving the complaint other than an amount equal to the retail price of the relevant Grocery item charged by the Co-operative at its store concerned where the customer complaint is upheld and reasonably attributed to the negligence or default of the Supplier.

12.2. Where a customer complaint is received by the Co-operative other than in store in relation to a Grocery item supplied by the Supplier, the Co-operative shall make a charge to the Supplier as set out in the Charges Matrix referred to in Term 9.1 per complaint handled by it provided that the Co-operative provides a full written report detailing the complaint and including reasons for its being attributed to the negligence or default of the Supplier and adequate evidence supporting these assertions is given to the Supplier.

12.3. The Co-operative has determined that the average charge per complaint handled in accordance with Term 12.2 is an average figure which does not exceed the expected cost to the Co-operative for resolving complaints of the nature referred to in Term 12.2 above. The Co-operative has undertaken a cost evaluation exercise to arrive at that average charge.

12.4. The Co-operative’s rights under this Term 12 shall survive completion of the Contract and are additional to any and all other rights that the Co-operative may have arising out of the negligence and/or default of the Supplier whether under these Terms or otherwise.

13 Recall

13.1. In the event of a recall or withdrawal being made in respect of any of the Groceries regardless of who instigates the recall or withdrawal and no matter what the reason for it, then provided that the recall or withdrawal is reasonably made the Supplier shall (in addition to any and all other rights that the Co-operative may have):

  13.1.1 fully co-operate and assist with such recall or withdrawal and the Co-operative shall be entitled to recover all costs reasonably incurred in connection with such recall or withdrawal which costs shall include without limit costs and fees arising from engagement of professional advisers and ongoing fees in relation thereto, communications, advertising, customer relations, point of sale, production, distribution, in-store checking/verification, removal of Groceries, reporting, monitoring, supply chain warehouse handling, destruction/disposal of Groceries together with a full refund of the Price in respect of all the Groceries recalled and an amount equal to the distribution cost incurred (if any) in distributing Groceries to stores at which recall or withdrawal was effected;

  13.1.2 pay to the Co-operative a sum equal to the Retail Gross Profit that would likely have been achieved in respect of the Groceries had such recall or withdrawal not taken place together with any service credit (if any) that may become due as a result of the recall and its effect on required performance;

  13.1.3 put the Co-operative in the position it would have been in relative to any payments obtainable by it and dependent upon and/or variable with the volume of Grocery products ordered by it or delivered and/or invoiced by the Supplier;

  13.1.4 take all such action as the Co-operative may reasonably require to mitigate any loss of goodwill and damage to the reputation of the Co-operative provided always that the Supplier shall be under no obligation to make any payment under this Term 13 in relation to a recall or withdrawal of Groceries attributable exclusively to a default of the Co-operative

14 Price, Payment and VAT

14.1. The price for the Groceries shall be the Price and it shall not be increased and no other fees and/or charges shall be payable by the Co-operative without its prior written agreement

14.2. In some circumstances it may be appropriate and/or desirable for the Price to be calculated by reference to a specific formula and by reference to amongst other things input costs, currency fluctuations and fuel prices. Where applicable at the request of the Co-operative, the Supplier and the Co-operative shall agree the formula in writing and the Price may be adjusted in accordance with that formula. For the avoidance of doubt such adjustment may be retrospective.

14.3. Unless otherwise agreed by the Co-operative in writing the Supplier shall invoice the Co-operative in respect of the Groceries delivered in accordance with these Terms using Electronic Data Interchange (“EDI”) facilities. Any set-up costs of facilitating EDI invoicing and its ongoing operation by the Supplier shall be the responsibility of the Supplier.

14.4. At the Co-operative’s discretion and on reasonable notice to the Supplier the Co-operative may opt to self-bill. The Supplier shall afford all reasonable assistance to the Co-operative to accommodate self-billing.

14.5. In certain circumstances by agreement in writing the Supplier may adopt a web-based invoicing solution from the Co-operative such web based system start-up costs and ongoing operating costs shall be payable by the Supplier.

14.6. For all invoices and invoicing systems the Supplier shall invoice the Co-operative for the Groceries at any time after completion of the Contract. Invoices must show the number (if any) and date of the Grocery Order and be accompanied by proof of delivery of the Groceries being the subject of the invoice. Where the Supplier is VAT registered and the Grocery is subject to VAT the invoices shall be VAT invoices and VAT shall be shown as a separate item

14.7. Unless otherwise agreed in writing the Co-operative shall pay for the Groceries within 60 days after the end of the month in which a valid undisputed invoice relating to them was received. Time for payment shall not be of the essence of the Contract. Such payment shall be made by BACS transfer to a UK bank account nominated by the Supplier in writing.

14.8. Payment for the Groceries shall not amount to acceptance of the Supplier’s performance of the Contract

14.9. In the event of the Supplier issuing a VAT invoice in respect of Groceries and it subsequently being determined by any competent authority (including without limitation VAT tribunal, court and HM Revenues and Customs) that the Groceries are either not subject to VAT or subject to VAT at less than standard rate and such decision not being appealed to the appropriate competent authority within the timescale prescribed for such an appeal, then the Supplier shall immediately repay to the Co-operative an amount equivalent to the amount paid to the Supplier as VAT or the excess paid in respect of VAT where the VAT rate applicable to the Grocery is less that standard rate VAT

14.10. In the event that the Supplier submits a claim to HM Revenues and Customs regarding the VAT status or rating of any Grocery product then the Supplier shall without delay advise the Co-operative of such submission and shall keep the Co-operative advised of its progress including providing all such reasonable assistance including without limitation providing such copy submissions and opinions as the Co-operative may require to submit its own claim to HM Revenues and Customs in respect of such Grocery product.

14.11. In addition to any and all other rights that the Co-operative may have it shall be entitled to set off any sum owed to it by the Supplier howsoever arising

14.12. If any undisputed sum payable pursuant to these Terms or a Contract is not paid within 30 days of its due date then the party to whom the sum is due shall be entitled to charge interest from the due date of payment to the actual date of payment at the rate of 1% above the base lending rate of the Co-operative Bank plc from time to time. This clause shall not apply to payments that the defaulting party disputes in good faith.

15 Delivery Risk & Title

15.1. The Supplier shall deliver the Groceries to the place or places specified in the Order. If nothing is specified in this regard then the Supplier shall deliver the Products as the Co-operative shall nominate

15.2. If so requested by the Co-operative the Groceries may be delivered by instalments. Each instalment shall be treated as having been a separate Contract provided that failure to deliver one instalment shall entitle the Co-operative to treat the whole Contract as repudiated

15.3. Time of delivery shall be of the essence of the Contract

15.4. Each delivery of the Groceries shall be accompanied by a delivery note stating the number (if applicable) and the date of the Grocery Order to which it relates and details of the Groceries included in the delivery including the number of packages delivered and in the case of part delivery (where permitted by the Co-operative) the outstanding packages to be delivered together with any other information which is required to be supplied at delivery in accordance with any applicable domestic or EU legislation or regulation

15.5. Groceries delivered in excess of the Grocery Order quantities shall remain at the risk of the Supplier and shall be returned or disposed of at the Supplier’s expense but at the option of the Co-operative which shall have regard to the nature and volume of the Groceries concerned and the likely costs to the Supplier. The Co-operative shall not be bound to pay for such excess unless it so agrees in writing

15.6. Where for any reason the Co-operative is unable to accept delivery of the Groceries at the date and place specified in the Grocery Order or otherwise agreed then the title to the Groceries shall pass to the Co-operative but risk shall remain with the Supplier and the Supplier will store the Groceries at its own expense for a reasonable period considering the type of Groceries and shall take all reasonable steps to safeguard and prevent deterioration of the Groceries until actual delivery

15.7. Groceries shall remain at the risk of the Supplier until actual delivery including unloading and stacking at the Co-operative’s premises or such premises to which delivery is to be made as notified to the Supplier by the Co-operative. Section 33 of SOGA shall not apply.

15.8. Without prejudice to the right of the Co-operative to reject Groceries, risk of loss to the Groceries following delivery shall pass to the Co-operative on actual delivery under Term 15.8 and accordingly it shall not make any charge to the Supplier for Shrinkage

15.9. Title to the Groceries shall pass to the Co-operative on the earlier of delivery of and payment for the Groceries. In the case of any advance payment in respect of the Groceries then at the time of such payment title but not risk shall pass to the Co-operative in respect of the whole of the Groceries being the subject of the Grocery Order

15.10. If for any reason the Supplier fails to deliver a Grocery Order in accordance with Term 15, then in addition to any and all other rights it may have the Co-operative’s may have the Supplier:

  15.10.1 deliver substitutes for the Groceries of an equivalent quality and price; or

  15.10.2 reimburse the Co-operative for any loss of Retail Gross Profit on the volume of Groceries which the Supplier fails to deliver

15.11. The Supplier shall retain proof of delivery for 90 days following delivery and shall produce such proof of delivery on request from the Co-operative.

16 Acceptance & Defective Groceries

16.1. The Co-operative shall not be deemed to have accepted the Groceries until it has had 24 hours following delivery to inspect them or in the case of any latent defect following such defect having become apparent
16.2. If Groceries do not conform with the provisions of these Terms or any Contract then without limiting any other right which the Co-operative may have it may reject the Groceries and:

  16.2.1 have the Supplier replace the Groceries within 24 hours of being requested to do so

  16.2.2 have the Supplier repay any and all sums paid by the Co-operative in respect of the rejected Groceries

  16.2.3 claim damages for any other costs, expenses or losses resulting from the Supplier delivering Groceries that do not conform with the Contract including the costs of obtaining replacement Groceries from a third party supplier and loss of profit; and

  16.2.4 recover from the Supplier any cost, loss, liability or expense incurred by the Co-operative in consequence of any damage to goodwill or reputation of the Co-operative arising from the rejected Groceries

16.3. The rights in this Term 16 are in addition to any and all other rights that the Co-operative may have by virtue of SOGA relating to description, quality, fitness for purpose and correspondence with sample

16.4. These Terms shall apply to any replacement Groceries

16.5. If the Supplier fails to provide replacement Groceries in accordance with Term

  16.2.1 then without prejudice to its rights under Term 16.2.3 the Co-operative may order substitute Groceries from an alternative source and the Supplier shall reimburse the Co-operative for any amount paid for the substitute Groceries in excess of the Price for the Groceries had they not been rejected

17 Sales Information

17.1. To assist with forecasting and for any other reasonable purpose of the Co-operative, the Supplier shall provide the Co-operative with such information concerning the Groceries supplied to it as may reasonably be required. Unless otherwise agreed in writing the information shall include sales values and volumes by delivery point and by Grocery stockholding unit on a basis to coincide with the Co-operative’s financial periods. Such information shall be provided within four weeks after the end of the financial period concerned.

18 Stockholding

18.1. The Supplier shall hold or have available to call off sufficient stock to meet the Co-operative’s reasonable Grocery Order requirements.

19 Forecasts

19.1 Where the Co-operative provides an estimate of its requirements in relation to specified Groceries to the Supplier such estimates shall be prepared in good faith and with due care following consultation with the Supplier. Such estimates shall not form guaranteed order volumes and quantities, shall not be binding and shall not constitute Grocery Orders.

19.2 Unless advised otherwise the Co-operative bases its forecasting on a variety of historic sales information available to it from the Supplier amongst other sources. Additionally some forward predictions are involved which are based on information widely available from external sources and agencies. The Co-operative shall endeavour to advise the Supplier of any forward predictions on which its estimates are based. The Co-operative shall not be responsible for any external information on which it relies in calculating its estimated requirements.

19.3 The Supplier shall not be entitled to full compensation from the Co-operative in respect of any forecasting error and the Co-operative shall not be liable to otherwise compensate the Supplier in respect of any erroneous forecasts given in accordance with this Term 19

19.4 In the event that the Co-operative commit to any minimum Grocery Order quantities then the Co-operative and the Supplier shall agree in writing in advance suitable alternative arrangements for determining any compensation due in the event that the guaranteed minimum Grocery Orders are not made or the Groceries to which they relate not delivered.
  1. Changes to Supply Chain Procedures

    20.1 Subject to the Terms the Co-operative shall not Require any change to the supply chain procedures without first providing Reasonable Notice in writing of such required change to the Supplier

    20.2 Where reasonably practicable the Co-operative shall consult with the Supplier before any such change comes into effect.

    20.3 The compensation provisions at paragraph 4 of the Code shall apply where the Co-operative fails to give Reasonable Notice in regard to any such required changes.

    20.4 Subject to the provisions of Terms 20.1-20.3 inclusive and to the extent suchprovisions are not inconsistent with the Code, the Supplier shall comply with the Co-operative’s Supply Chain Procedures guide for the time being (available at www.crtg.coop) Any change to these procedures shall not be effective unless and until the Supplier has had Reasonable Notice of it or is to be compensated for the absence of that notice.

  2. Public Health

    21.1. Notwithstanding anything in these Terms to the contrary, in the event that any governmental body or other similarly authorised body or organisation whether domestic European or international instigates, undertakes, requires, instructs, recommends or suggests that an examination of the Groceries is carried out to determine the quality and suitability of the Groceries for consumption or use for their ordinary purpose by the public, the Supplier shall indemnify and keep indemnified the Co-operative against all costs, claims, charges, losses, damages and expenses (including legal and professional fees) of whatsoever nature arising out of any action carried out in relation to such examination including without limitation any and all costs incurred arising from the recall of Groceries and/or examination of Groceries provided that in the case of a recall or withdrawal the cause of the recall or withdrawal is not exclusively attributable to the Co-operative. The Supplier shall fully co-operate and assist with any such examination and/or recall or withdrawal

    21.2. Should the Co-operative reasonably determine that the Groceries should be recalled or withdrawn from sale in the interest of public health then the provisions of Term 13 shall apply

  3. De-listing & Termination

    22.1. Contract completion, De-listing and/or Termination of the Contract shall not affect any of the rights or remedies available to the parties which accrued prior to such completion, De-listing and/or termination

    22.2. Completion, De-listing and/or Termination of the Contract shall not affect any of these Terms that is expressed, intended or implied to take effect on or following completion, De-listing and/or termination.

    22.3. Completion, De-listing and/or termination of any Contract shall not render these Terms inapplicable to any previous and/or subsequent Grocery Orders whether ad hoc or otherwise to which for the avoidance of doubt these Terms shall apply.

    22.4. Either the Supplier or the Co-operative may terminate any and/or all Contracts by notice in writing to the other with immediate effect if:

    22.4.1 the other party suspends or threatens to suspend payment of its debts or is deemed insolvent or unable to pay its debts as they fall due or admits inability to pay its debts; or

    22.4.2 the other party enters into any composition or arrangement with its creditors; or

    22.4.3 any proceedings of whatever nature are taken for the winding up administration or dissolution of the other party (other than for the purposes of a solvent reconstruction); or

    22.4.4 any liquidator, trustee in bankruptcy, receiver, administrator, administrative receiver or similar officer is appointed in respect of the other party or its assets; or

    22.4.5 a creditor or encumbrancer of the other party attaches or takes possession of or a distress execution or sequestration or other such process is levied or enforced on or sued against the whole or any part of that party’s assets and such attachment or process is notdischarged within 14 days; or

    22.4.6 any event occurs or proceedings are taken with respect to the other party in any jurisdiction the effects of which are equivalent to any of the events above mentioned in this Term 22.4 or

    22.4.7 the other party ceases or threatens to cease carrying on all or substantially the whole of its business; or

    22.4.8 subject to Term 27 (Force Majeure) any Force Majeure Event prevents the Supplier from performing its obligations under any Contract for any period of 14 consecutive days or for 14 days in total in any period of 90 consecutive days.

    22.5. The Co-operative shall not cease to order Groceries or significantly reduce the quantities of Groceries ordered from the Supplier for any reason other than a genuine commercial reason. For the purposes of this Term “genuine commercial reason” shall include without limitation: as a result of a Grocery review programme, efficiency, economic reasons (including without limitation prevailing market conditions, Grocery prices and financial standing of the Supplier), poor sales, seasonality of supply and demand, one-off purchases, cessation of Promotions, quality and/or technical specifications, public health reasons, any breach of any Contract and/or of these Terms, termination grounds set out at Term 22.4 (Termination) above .

    22.6. The Co-operative shall not De-list the Supplier solely as a result of the Supplier exercising any of its rights under these Terms or the Code.

    22.7. In advance of any De-listing the Co-operative shall provide Reasonable Notice in writing to the Supplier of its decision to De-list which notice shall include the reason for such decision and inform the Supplier that it has the right to request in writing that the Senior Buyer reviews the decision to De-list and that the Supplier may discuss such decision with the Code Compliance Officer. In each case the Co-operative shall identify the individuals whose roles are Senior Buyer and Code Compliance Officer respectively.

    22.8. In the case of Co-operative Brand Groceries the Reasonable Notice referred to at Term 22.7 above shall not be less that 12 weeks. For other Groceries excluding those purchased on a “one-off” basis the Reasonable Notice shall be not less than 2 weeks. In the case of “one-off” and ad hoc purchases it is not intended that any notice is required.

    22.9. Any minimum or fixed period stipulated in respect of the duration of any Contract (or any one of its terms) shall be subject to the respective early termination, termination by notice and De-listing rights of the Co-operative and the Supplier set out in the Contract including these Terms.

  4. Obligations on De-listing and /or Termination

    23.1. Each party shall promptly on termination or where reasonably appropriate or reasonably requested by the other in writing following De-listing:

    23.1.1 return to the other all equipment, materials and property belonging to the other that had been supplied to it in connection with the Contract;

    23.1.2 return to the other all other documents and materials and any item containing the other party’s confidential or commercially sensitive information; and

    23.1.3 erase all confidential and/or commercially sensitive information of the other party’s from its computer systems (to the extent possible)

    23.2. On completion of the actions required at Term 23.1 each party shall confirm in writing to the other that such action has been taken

    23.3. In the event either party fails fulfil its obligations under this Term 23 then the other party shall be entitled to enter onto the premises of the party in breach of its obligations on reasonable notice during usual business hours and take possession of the property and/or equipment that ought to have been returned to it

    23.4. Each party shall be responsible for the safekeeping of the other’s equipment, materials and property until such items are returned to the other

23.5. This Term shall survive completion De-listing and/or termination of the Contract

  1. Indemnity & Insurance

    24.1. Notwithstanding any other of these Terms, the Supplier shall indemnify and hold harmless and keep indemnified and held harmless the Co-operative from any and all claims and all direct and indirect and consequential liabilities (including without limitation loss of profit, loss of business, depletion of goodwill and similar losses) costs, proceedings, damages and expenses (including legal and professional fees and expenses) awarded against or incurred by the Co-operative in respect of any liability, loss, damage, injury, cost or expense sustained by the Co-operative, its employees, officers, agents consultants, subcontractors and customers and/or any third party to the extent that such loss, damage, injury, cost or expense was caused by or relates to or arises from the negligence of the Supplier or its failure to comply with the terms of any Contract.

    24.2. The Supplier shall provide all reasonable assistance to the Co-operative and/or its insurers for the purposes of dealing with any action, claim or matter arising out of or in connection with the Supplier’s performance or purported performance or failure to perform the Contract

    24.3. The Supplier shall at all material times carry adequate insurance cover with a reputable insurer in respect of every insurable liability under these Terms and shall on written request supply a copy of the policy and premium receipt to the Co-operative

    24.4. The provision of this Term 24 shall survive termination completion and or De-listing of the Contract

  2. Confidentiality & No Endorsement

    25.1. In addition to any other duty of confidence owed by the Supplier to the Co-operative the Supplier shall not during any Contract or for a period of three years following its termination disclose to any person any confidential or commercially sensitive information in relation to and disclosed to it by the Co-operative including information relating to processes, operations, plans, Groceries, know–how, designs, trade secrets, budgets, forecasts, marketing opportunities, financial information, specifications, customers and the existence of any Contract (“Confidential Information”) except:

    25.1.1 to its employees, officers, agents consultants, or subcontractors (where permitted) for the purposes of but only to the extent required to carry out its obligations under the Contract provided that the Supplier takes all reasonable steps to ensure that such persons comply with the confidentiality obligations of this Term 25

    25.1.2 as may be required by any law, court, governmental or regulatory body (including pursuant to the Code)

    25.1.3 to the extent that such Confidential Information was or becomes known to the public without there having been a breach of confidence by the Supplier to the Co-operative

    25.2. All rights in the Confidential Information are reserved to the Co-operative. No rights other than those expressly granted in these Terms or impliedly granted to facilitate the performance of the Contract (but not further or otherwise) are granted in respect of the Confidential Information

    25.3. The Supplier shall not without written consent from the Co-operative use any Co-operative Trademarks in any promotional or marketing material for itself

    25.4. Subject to Term 25.5 the Co-operative shall take reasonable steps (being no lesser than the steps it takes to protect its own confidential and or commercially sensitive information) to keep confidential any information marked “confidential” and of a commercially sensitive nature received from the Supplier except:

    25.4.1 where such information is or becomes within the public domain

    25.4.2 to the extent it could be obtained by analysis of publicly available material

    25.4.3 as may be required by any law, court, governmental or regulatory body (including pursuant to the Code)

    25.4.4 to its employees, officers, agents, consultants and subcontractors provided that reasonable steps are taken to ensure such persons comply with the provisions of this Term 25.4

    25.5. Notwithstanding the provisions at Term 25.4 the Supplier acknowledges and agrees that the Co-operative has a legal and/or ethical and/or moral obligation to its customers and members to disclose information of interest and/or significance regarding its trade policies, Groceries and relationships with Suppliers and others, and accordingly information may be disclosed to its customers and/or members at its discretion without consequence whether or not such information has the qualities set out at Term 25.4

    25.6. The obligations in this Term 25 shall survive completion and/or termination of the Contract and De-listing

  3. Dispute Resolution Procedure

    26.1 In all circumstances in the event of a dispute between the parties howsoever arising each of the parties shall negotiate in good faith with each other to resolve the dispute.

Disputes Concerning Code Compliance

26.2 Subject to Term 26.1 above in the event that the Supplier believes that the Co-operative has not fulfilled its obligations under the Code then the Supplier shall inform the Code Compliance Officer that there is an alleged breach of the Code (Code Dispute) in response to which the Code Compliance Officer shall promptly facilitate negotiations between the parties aimed at resolving the Code Dispute.

26.3 Where the Code Dispute is not resolved to the satisfaction of the Supplier within 21 days of the Code Dispute arising then the Supplier may request that the Code Dispute is referred to arbitration to be administered by the Ombudsmen (if appointed) or a single arbitrator appointed in accordance with the rules of the Chartered Institute of Arbitrators in force for the time being and the ensuing arbitration shall be conducted in accordance with the prevailing rules of the Chartered Institute of Arbitrators or such other rules that the appointed arbitrator determines provided that such rules do not conflict with Article 11 of the Order.

26.4 The Supplier may nominate any place of arbitration within the United Kingdom.

26.5 All costs of the arbitrator shall be borne by the Co-operative unless the arbitrator determines that the Supplier’s claim was vexatious or wholly without merit in which case costs shall be assigned at the arbitrator’s discretion.

26.6 The decision of the arbitrator shall be final and binding on the parties save for the right of appeal on grounds set out in sections 67 to 69 inclusive of the Arbitration Act 1996.

26.7 The Co-operative may refer Code Disputes to arbitration and the provisions of Term 26.3 above shall apply to such referral.

Non-Code Disputes

26.8 Subject to Term 26.1, if after 21 days the dispute has not been resolved to the satisfaction of the parties and does not relate to an alleged breach of the Code then each of the parties shall be entitled to take such further action to resolve the dispute as it deems reasonably appropriate in the circumstances.
  1. Force Majeure

    27.1 Neither the Supplier nor the Co-operative shall have any liability or responsibility to the other for failure to fulfil its obligations under these Terms or any Contract or under the Code so long as and to the extent that it is prevented, frustrated, hindered or delayed from doing so as a consequence of a Force Majeure Event

    27.2 A party claiming benefit under this Term 27 shall as soon as reasonably practicable after the occurrence of a Force Majeure Event notify the other party of the nature of such Force Majeure Event and shall also promptly notify the other party as soon as the relevant circumstances of the Force Majeure Event cease to apply. Unless and until the Contract is terminated by reason of such Force Majeure Event the affected party shall use all reasonable endeavours to remove any such cause and resume the performance under the Contract as soon as feasible

  2. Assignment & Novation

    28.1. The Co-operative may assign, charge, transfer, subcontract or otherwise deal in any way with any of its rights and benefits under the Contract. The Co-operative may novate its obligations responsibilities and liabilities under the Contract with the prior written consent of the Supplier such consent not to be unreasonably withheld or delayed

    28.2. The Supplier shall not assign, charge, transfer, subcontract or otherwise deal with its rights and benefits under these Terms nor novate its obligations responsibilities or liabilities under these Terms without the prior written consent of the Co-operative on such terms as the Co-operative may see fit

  3. Notices

    29.1 Notices served under these Terms shall be in writing in the English language and may be served personally, by commercial courier, first class post, by recorded delivery or by email.

    29.2 All notices served on the Co-operative shall be addressed as follows:

    Managing Director (IMPORTANT NOTICE), the Co-operative Food, 1 Angel Square, Manchester, M60 0AG or, but only in the event of email service, GSCOP.compliance@co-operative.coop

    29.3 In each case the notice delivered in accordance with Term 29.1 shall be deemed received if delivered personally at the time of delivery, if by first class post on the second business day following posting (so long as the notice is contained in an envelope properly addressed with the first class postage pre-paid in full), if by recorded delivery or commercial courier when signed for at the recipient’s address and if by email at the time of transmission (so long as no notice is received on the sender’s computer suggesting that transmission has not been successful)

  4. General

    30.1 Nothing in these Terms shall operate to create a partnership between the Supplier and the Co-operative and neither shall have authority to act in the name of the other or pledge the credit of the other

    30.2 These Terms are for the benefit of the parties to it and their permitted assigns and successors and shall not be enforceable by anyone else

    30.3 If any provision of these Terms is held invalid or unenforceable the remainder of the Terms shall remain in full force and effect

    30.4 Nothing in these Terms is intended to limit liability for death, personal injury or fraud

    30.5 These Terms and any claim or dispute arising out of or in connection with them shall be governed and construed in accordance with the laws of England and Wales

    30.6 Subject to Term 26, the Supplier and the Co-operative irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales in relation to any dispute that arises from or in connection with these Terms, any Contract or their respective subject matters.