TERMS OF USE
Cooking with Noodles Terms and Conditions of Sale (effective from May 2018).
Please read these Conditions carefully before ordering any Goods from Cooking with Noodles. You agree to be bound by these Conditions upon ordering any Goods.
1. DEFINITIONS
1.1 The following definitions apply to these Conditions:
“Business” "Conditions" means any customer (typically an educational establishment) other than a Consumer
“Consumer”; these terms and conditions means you are purchasing as an individual and not on behalf of a business, acting for purposes wholly or mainly outside your trade, business, craft or profession;
“Goods" means the products or services we are selling to you as set out in the Order;
"Order" means your Order for the Goods;
“Site” means www.cookingwithnoodles.com;
"CWN" or “our” or “us “ or “we” means Cooking with Noodles Limited of 75, Bachelor Gardens, Harrogate, HG1 3EA; and
“you” means the person, company, organisation or other entity entering into the Order for the
Goods.
1.2 Written / writing includes email.
1.3 Headings do not affect the interpretation of these Conditions.
2. BASIS OF SALE
These Conditions will apply to any Order for Goods placed by you and to the contract between us for the sale of such Goods to you.
3. FORMATION OF ORDER AND ACCEPTANCE
3.1 You may place an Order:
3.1.1 if it is made on an official Cooking with Noodles order form; or
3.1.2 online through the ordering process on the Site (note this option may not be available
for international customers); or
3.1.3 in such form of written memorandum as you and Cooking with Noodles may find acceptable; or
3.1.4 by telephone (note this option may not be available for international
customers); or
3.2 After you place the Order, you should receive an email from us acknowledging that we have received the Order.
Where you have not supplied your email address with the Order, but we hold an email address for you in our system, we will send the acknowledgment to that email address. If we do not hold an email address for you, we will send the Order acknowledgment by post. This is when the contract is made between us.
3.3 We may refuse the Order for any reason at our sole discretion.
3.4 Please note that certain goods and promotions are only available in mainland United Kingdom and, as such, may be unavailable in the region or country from which you are accessing the Site and / or published materials.
4. DESCRIPTION OF GOODS
4.1 Any samples, drawings, descriptions or illustrations contained in our published materials (including on the Site), are issued or published solely to provide you with an approximate idea of the Goods they describe: they do not form part of the contract between you and us for the sale of the Goods and are subject to correction without any liability on the part of Cooking with Noodles. We may make minor changes, which do not materially affect the performance of the Goods, to the specification of the Goods at any time and without notice.
4.2 The images of the Goods shown in the electronic or printed catalogue are for illustrative purposes only. Variations in the colour due to photography, publishing or your computer’s display can occur. You acknowledge that the Order is placed at your own risk if, for example, the colour, shade representation, dimensions or texture of the Goods differs from the image in the published materials.
4.3 If we discover an error in the price of the Goods you have Ordered (e.g. incorrect price displayed in one of our catalogues, online or in any other materials or media), we will contact you to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling the Order. Please note that we do not have to provide the Goods to you at the incorrect (lower) price.
4.4 Please always read labels, warnings and directions provided with the Goods before use.
5. TITLE RETENTION
5.1 Title in the Goods shall not pass to you until both: (i) payment is received by us for the Goods; and (ii) no other amounts are outstanding from you to us in respect of any other goods supplied by us to you.
5.2 We can recover any Goods in respect of which ownership has not passed to you in accordance with clause 5.1 above at any time. You agree to, immediately following written request from us, allow us access to the Goods (and to such premises as are required to access the Goods) in order to facilitate such recovery.
6. PRICE AND PAYMENT
6.1 All prices are quoted in pounds Sterling, unless otherwise agreed in writing, and are:
6.1.1 exclusive of VAT or applicable tax, which will be added to the total amount due;
6.1.2 exclusive of any applicable bank charges, which will be added to the total amount due;
6.1.3 for deliveries in the UK (excluding the Highlands, Islands and Northern Ireland) only, inclusive of standard delivery charges. You may opt for our next day delivery service which may incur additional charges. Cooking with Noodles reserve the right to charge for delivery on Orders with a value of less than £20 (excluding VAT);
6.1.4 for international destinations, exclusive of delivery charges (including but not limited to carriage, freight and insurance). We may invoice you for delivery charges on a separate invoice to the Goods; and
6.1.5 for international destinations, unless otherwise agreed in writing between the parties in accordance with Incoterms 2010, exclusive of any applicable import duties and taxes, which are levied once the Goods reach the specified destination. Any additional charges for customs clearance must be borne by you; we have no control over these charges. Customs policies vary widely from country to country, so you should contact your local customs office for further information.
6.2 Eligible bodies such as registered charities may be subject to VAT exemption on Goods. A written VAT exemption declaration must be submitted at the time of ordering to qualify for VAT exemption.
6.3 If you do not have credit terms with us, payment for all Goods, or certain other sums which become payable under clause 6.1, must be made in advance by credit or debit card (UK only) or BACS.
6.4 If you have credit terms with us, we may invoice you for the Goods on or around the date we have despatched the Goods to you. You must pay the invoice in cleared monies within thirty (30) calendar days of the date of the invoice.
6.5 If you do not make any payment due to us by the due date for payment (as set out in clauses 6.3 and 6.4), we may charge interest and compensation to you on the overdue amount at the rate specified in the Late Payment of Commercial Debts (Interest) Act 1998.
6.6 Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may cancel or suspend any Order (both the one to which the payment relate(s) and any other Order) until you have paid the outstanding amounts.
7. DELIVERY
7.1 Subject to clause 7.7 below, risk in the Goods shall pass to you when the Goods are delivered to, or collected by, you or your agent.
7.2 Dates for delivery of the Goods are estimates only and are subject to our availability schedule. We shall make every reasonable effort to meet any delivery date(s) acknowledged but shall not be liable for failure to meet such date(s).
7.3 We will deliver the Goods to the designated address in the Order, or such other address as we both agree, which will be confirmed on the Order acknowledgment. You should ensure that you are, or a trusted representative is, physically present at the time of delivery. We will presume that any person at any address you specify has the authority to receive the Order on your behalf.
7.4 If we are unable to deliver the whole of the Order at one time due to, for example, operational reasons or shortage of stock, we may deliver the Order in instalments. There will be no additional delivery cost for this. Where Cooking with Noodles exercises its right to deliver the Order in instalments, the original contract shall be deemed varied and divided into separate contracts for each instalment.
7.5 Deliveries shall be made by us or an appointed third party to the delivery premises. Where you request delivery to be made to a location within the delivery premises, you shall advise us accordingly at the time of placing the Order for which there may be an additional charge. We do not guarantee that we will be able to accommodate your delivery request. However, should we be able to, you agree to procure all access and relevant facilities.
International Delivery
7.6 Under regulations governing United Kingdom trade and by virtue of our agreements with suppliers, we require to be pre-notified of shipments outside the United Kingdom. You are required to obtain all necessary licences at the time you place the Order. Delivery of Goods is subject to all such authorisations being available at the time of delivery.
7.7 In accordance with Incoterms 2010, Cooking with Noodles’ standard trading terms are FCA Cooking with Noodles (similar to Ex Works Incoterms 2000). If you need clarification on when the risk passes to you as the buyer, please contact us. Any other Incoterms must be agreed in writing. Please contact us if you require a quote for delivery.
7.8 Delivery lead times to international addresses will vary according to destination and mode of transport. If delays occur for any reason we will make every effort to keep you informed.
8. ORDER AMENDMENTS
Cooking with Noodles may, at its sole discretion, accept or reject any requests for amendments to Orders prior to despatch.
9. CANCELLATION AND RETURNS
9.1 If you are a Consumer, you have a legal right to cancel the Order and request the return of the Goods under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 up to fourteen (14) days after the day on which you receive the Goods. This means that, during the relevant period, if you change your mind or decide for any other reason that you do not want to receive or keep the Goods, you can notify us of your decision to cancel the Order (our details can be found on the ‘contact us’ section on the Site) and receive a refund for the price you have paid for the Goods, together with the original delivery charges (if applicable). This cancellation right does not apply in the case of non-returnable Goods as set out in clause 9.6 below.
We also provide the above fourteen (14) day cancellation right to our UK Business customers.
9.2 If you cancel the Order in accordance with clause 9.1, you must contact our customer services team no later than fourteen (14) days from delivery of the Goods for us to agree to arrange return of the Goods. All Goods must be unused and in their original boxes and packaging, including any manuals, software or accessories supplied with the Goods. You should send the Goods back by following the instructions given to you no later than fourteen (14) days from the day on which you communicated your cancellation to us.
9.3 Clauses 9.1, 9.2 and above do not apply to our international customers. Instead, you may cancel the Order before despatch of the Goods. We shall be entitled to charge you a cancellation and restocking fee of up to, but not greater than, the total Order value, which we shall confirm to you shortly after the time of cancellation. Once the Goods have been despatched, the Order cannot be varied or cancelled.
9.4 If we will refund monies to you, we will usually refund you by the method of payment you used, for example, if you paid for the Goods by Bank transfer, we will ask for your Bank details so we can refund you by Bank transfer. If you used vouchers to pay for the Goods we may refund you in vouchers.
Non-returnable Goods
9.6 Returns of the Goods will not be accepted in the following circumstances:
9.6.1 the Goods were made to your own specification, personalised or customised, or configured to order;
9.6.2 pre-loaded / downloaded software licences.
Damage in transit
9.7 We will accept responsibility for damage, storage or loss in transit only if:
9.7.1 you report the damage or loss within fourteen (14) days of receipt of the Goods. Failure to notify us within fourteen (14) days of receipt will invalidate any claim with regard to the Goods;
Cooking with Noodles may, at its sole discretion, accept or reject any requests for amendments to Orders prior to despatch.
9.7.2 such loss or damage is noted on the consignment note or delivery document upon receipt;
9.7.3 the packaging of the damaged item is retained for inspection; and
9.7.4 the Goods are handled by you in accordance with our, or the carrier’s, conditions of
carriage or handling stipulations.
Note this clause 9.7 does not affect the point risk transfers from us to you in accordance with clauses 7.1 or 7.7 above.
9.8 Where we accept responsibility under clause 9.7, we shall at our option replace, repair or refund any Goods proved to our satisfaction to have been lost or damaged in transit.
10. WARRANTIES
10.1 Cooking with Noodles warrants the Goods to:
10.1.1 be free from material defects in design, material and workmanship;
10.1.2 comply with all applicable statutory and regulatory requirements for selling the Goods in the United Kingdom; and
10.1.3 in relation to services only, be performed with reasonable care and skill.
10.2 When you purchase Goods from us, if something goes wrong with the Goods, you should always contact us and we will do whatever we can to help. We may repair, replace or refund you for any Goods that have a material default at the point of sale, and up to a period of twelve (12) months from the date of delivery, provided the faulty Goods are returned complete with all components. Unless you specifically request a repair, replacement or refund, Cooking with Noodles will suggest the most applicable in the circumstances. However, this warranty does not apply in the circumstances described in clause 10.3.
10.3 The warranty in clause 10.2 does not apply to any defect in the Goods arising from: 10.3.5 where the Goods have been repaired or modified by persons not authorised by Cooking with Noodles.
10.3.1 fair wear and tear;
10.3.2 you, or any third party, not taking sufficient care, wilful damage or accident;
10.3.3 improper use or installation;
10.3.4 use of the Goods outside the specifications, or specific application, detailed in any Cooking with Noodles documentation (including on any website, etc) relating to the Goods; or
10.4 The Goods have been manufactured or developed by us or third parties to standard specifications. You accept that we are acting only as a supplier and that it is your responsibility to verify that the Goods will be suitable for your own requirements.
10.5 Without prejudice to your statutory rights, and except as set out in these Conditions, all warranties, conditions, guarantees or representations as to description, merchantability or fitness for a particular purpose, or other warranties, conditions, guarantees or representations, whether express, implied by statute or otherwise, oral or in writing, are expressly excluded.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 If notified promptly in writing of any action brought against you, based on a claim that your use of the Goods infringes a United Kingdom patent or copyright, we will defend such action at our expense and pay the costs and damages awarded, provided that we shall have sole control of the defence of any such action and all negotiations for its settlement or compromise. We will not have any liability to you under any provision of this clause if the infringement or claim thereof is based upon:
11.1.1 use of the Goods in combination with equipment or software not supplied by us; or
11.1.2 any unauthorised modification of the Goods; or
11.1.3 content, designs, specifications or software supplied by or on behalf of you.
11.2 If the indemnity in clause 11.1 applies, we shall, at our option and expense, either procure for you the right to continue using the Goods, replace or modify the same so that it / they become non-infringing, or grant you a credit for the Goods as depreciated and accept the return of the Goods. The options in this clause set out your sole and exclusive remedy for our infringement of intellectual property rights.
11.3 Cooking with Noodles (and/or its licensors) shall retain all rights, title and interest in any intellectual property rights in the Goods supplied to you under the Order or created in the course of providing the Goods.
12. DATA PROTECTION
12.1 In the Agreement, the terms Controller, Processor, Data Subject, Personal Data, Special Categories of Personal Data, Processing, Data Protection Impact Assessment and Personal Data Breach shall be as defined in the General Data Protection Regulation EU 2016/679(“GDPR”) and “Data” shall mean the Personal Data and Special Categories of Personal Data provided to
Cooking with Noodles by the Customer in connection with the Agreement. “Data Protection Legislation” means the GDPR and any national implementing laws, regulations and secondary legislation, as amended, revised, re-enacted, consolidated or updated from time to time.
12.2 You acknowledge that You are a Controller and that Cooking with Noodles is a Processor.
12.3 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace, a Party’s obligations under the Data Protection Legislation.
12.4 Cooking with Noodles shall:
12.4.1 ensure that its employees shall, Process the Data only on the Customer’s instructions as set out or referred to in the Agreement to provide the Services;
12.4.2 provide appropriate technical and organisational measures:
(a) to ensure the protection of the rights of the Data Subjects; and
(b) ensure an appropriate level of security, assessing, in particular, the risks that are presented by Processing, to protect the Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Data transmitted, stored or otherwise Processed;
12.4.3 take all reasonable steps to ensure the reliability of any of its staff who have access to and/or process Data in connection with the Services, including duties of confidentiality under any employment contracts;
12.4.4 assist You, at Your cost, in responding to any request from a Data Subject and in ensuring compliance with applicable obligations under the Data Protection Legislation with respect to security of Processing, Personal Data Breach notifications and communications, Data Protection Impact Assessments and consultations with supervisory authorities or regulators;
12.4.5 notify You without undue delay after becoming aware of a Personal Data Breach;
12.4.6 notify You immediately if it considers that any of Your instructions infringe the Data Protection Legislation;
12.4.7 at Your written direction, delete or return the Data to You after the end of the provision of the Services relating to Processing, except that:
(a) Cooking with Noodles may keep any Data, if required by any applicable laws to store the Personal Data; and
(b) Cooking with Noodles may keep Data stored in any system back-ups; and
12.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 12 and provide access to the same for the purpose of a customer conducted audit. Any audits must be no more than once in a twelve (12) month periodand must be on not less than thirty (30) days’ notice.
12.5 The parties also acknowledge that Cooking with Noodles may also use services and/or products from other third parties in order to provide the Services under the Agreement and that, in doing so, Cooking with Noodles may transfer Data to such third parties. This may include (by way of example only) third parties that provide online storage and other facilities. You consent to the appointment by Cooking with Noodles of sub- processors provided that:
12.5.1 Cooking with Noodles notifies You in writing of each sub-processor prior to the Processing of any Data by the relevant sub-processor and shall notify You in writing of any change in the identity of the sub-processor from time to time; and
12.5.2 Cooking with Noodles shall put in place with any sub-processor, written contractual obligations which are at least equivalent to the obligations imposed on Cooking with Noodles pursuant to this clause 12.
12.6 If Cooking with Noodles becomes aware of its sub-processor ("Recipient") wishing to transfer Data outside the European Economic Area to countries which have not been approved by the European Commission as having adequate protections in place for the purpose of the transfer of personal data pursuant to the Data Protection Legislation, Cooking with Noodles shall require
that the Recipient enters into an agreement incorporating the standard contractual clauses approved by the European Commission for transfers of personal data to processors outside of the European Economic Area where Cooking with Noodles would sign as data exporter on behalf of the Customer and the Recipient will sign as data importer and this agreement shall include security obligations on the Recipient which are no less onerous than those contained in this Agreement.
12.7 Either Party may, at any time on not less than 30 days’ notice, revise the above clause 12.6 by replacing it with any applicable controller to processor standard clauses or similar terms forming Party of an applicable certification scheme.
12.8 Subject to clauses 12.9 – 12.11, Cooking with Noodles shall remain fully liable to You for the performance of any sub-processor appointed by it pursuant to clause 12.5.
12.9 You agree to comply with Your obligations under Data Protection Legislation and warrants that You have all necessary consents and notices in place in relation to Your collection, processing and provision of Data, to enable the lawful transfer of the Data to Cooking with Noodles in connection with, and for the duration of, the Services provided under the Agreement.
12.10 You shall indemnify and hold harmless Cooking with Noodles against all costs, claims, losses, damages and expenses (including legal expenses) arising out of, or in connection with, any breach of this clause 12 by You and/or its employees, agents and/or sub-contractors.
12.11 You acknowledge that Cooking with Noodles is reliant on You for direction as to the extent to which Cooking with Noodles is entitled to use and process the Data. Consequently, Cooking with Noodles will not be liable for any claim brought by You or any Data Subject arising from any action or omission by Cooking with Noodles to the extent that such action or omission resulted from the Customer’s instructions.
12.12 Cooking with Noodles may also use Your data in accordance with its Privacy Policy which can be found here.
13. ANTI-BRIBERY
You shall ensure that you and, if applicable, all of your employees, agents, sub-contractors and any other party performing your obligations or exercising your rights under or in connection with these Conditions and/or any other agreement that you may have with us, complies at all times with all applicable anti-bribery and/or corruption laws, regulations and codes of conduct in all jurisdictions. You shall, whenever requested by us, provide evidence of the measures, steps and processes that you take to ensure compliance with the provisions of this clause and the relevant laws, regulations and codes of conduct.
14. MISCELLANEOUS
14.1 We reserve the right to amend these Conditions from time to time without notice by updating the same on the Site.
14.2 Neither party shall be liable to the other for any delay in or failure to perform its obligations here under (other than a payment of money) provided that such a failure is due to causes beyond its reasonable control, including without limitation, strikes, lockouts or other industrial action by workers, employers, trade disputes, accidents on land or sea, government interference, war or hostilities, riot or civil commotion, earthquake, flood, fire or other natural physical disaster, Government action or legislation.
14.3 Failure by either party to exercise or delay in exercising any of these Conditions shall not constitute or be deemed to be a waiver of either party’s rights here under nor prejudice our or your rights to take subsequent action.
14.4 Any notice required to be given under these Conditions shall be in writing and shall be sent to the address of the customer set out in the Order (for notices to be sent to you) or the registered office of Cooking with Noodles (for notices sent to us). Any notices sent to Cooking with Noodles via email will only be valid if they are sent to: Click here to email us.
14.5 Nothing in these Conditions shall make either party the agent or partner of the other or give either party the power to bind the other.
14.6 Nothing in these Conditions shall confer on any third party any right or benefit under the provisions of the Contracts (Rights of Third Parties) Act 1999.
14.7 You agree to maintain in confidence and not disclose, reproduce or copy any materials, documentation or specifications which are provided to you hereunder. You shall be responsible for ensuring that your employees, agents, sub-contractors and any other party performing your obligations or exercising your rights under or in connection with these Conditions and/or any other agreement that you may have with us are bound by the same obligations and that such obligations enure beyond any termination of employment with you.
15. ADDITIONAL TERMS FOR CONSUMERS
In addition to clauses 1 – 15 and 18, if you are a Consumer, the following terms apply:
Limitation of Liability
15.1 If we fail to comply with these Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Conditions or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into the contract relating to the relevant Order.
15.2 Where digital content supplied by Cooking with Noodles is proven to have caused damage to your device or other digital content, Cooking with Noodles may choose to either repair the device or digital content, or offer you compensation. Any compensation shall: (a) be reasonable in all the circumstances; and (b) only be payable where the damage would not have occurred if Cooking with Noodles had exercised reasonable care and skill.
15.3 Where you are a Consumer, we only supply the Goods for domestic and private use. You agree not to use the Goods for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
15.4 We do not in any way exclude or limit our liability for:
15.4.1 death or personal injury caused by our negligence;
15.4.2 fraud or fraudulent misrepresentation;
15.4.3 any breach of the terms of sections 9 – 17 of The Consumer Rights Act 2015;
15.4.4 any breach of the terms of sections 34 – 37 and section 41 of The Consumer Rights Act 2015 (relating to digital content) where the Consumer has purchased the digital content. Where Cooking with Noodles has provided the digital content free of charge, sections 34 – 37 and section 41 of The Consumer Rights Act 2015 are expressly excluded; and
15.4.5 any breach of the terms of sections 49 - 52 of The Consumer Rights Act 2015.
16. ADDITIONAL TERMS FOR BUSINESSES
In addition to clauses 1 – 15 and 17, if you are a Business, the following terms apply:
Limitation of Liability
16.1 Nothing in the Order excludes our liability for:
16.1.1 death or personal injury caused by our negligence;
16.1.2 fraud or fraudulent misrepresentation;
16.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
16.1.4 defective products under Part I of the Consumer Protection Act 1987; or
16.1.5 for any other matter in respect of which law prescribes that liability may not be excluded or limited.
16.2 We shall not in any circumstances be liable, whether in contract, tort (being a form of civil wrong) (including for negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent) or otherwise for:
16.2.1 loss of profits; or
16.2.2 loss of business; or
16.2.3 depletion of goodwill or similar losses; or
16.2.4 loss of anticipated savings; or
16.2.5 loss of goods; or
16.2.6 loss of use; or
16.2.7 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
Authority
16.3 You confirm that you have authority to bind any business (including school / nursery / after school club) on whose behalf you Order any Goods.
Entire Agreement
16.4 These Conditions, together with any contract documents Cooking with Noodles provides you, constitute the entire agreement and understanding between the parties relating to the subject matter. These Conditions supersede and cancel all prior agreements, statements, representations, understandings, negotiations and discussions, whether oral or written, between the parties. Each of the parties acknowledges and agrees that in entering into any Order it has not relied on (or has been induced to enter into any Order by) any statement, representation, warranty or understanding made prior to these Conditions. Nothing in this clause excludes any liability for fraudulent misrepresentation.
16.5 Subject to clause 16.1, our total liability to you in respect of all losses arising under or in connection with the Order, whether in contract, tort (including negligence), breach of statutory duty, including damage to tangible property, shall in no circumstances exceed the price paid by you for the Goods.
16.6 You agree that we will not be liable for any loss arising out of the provision of Goods or services by any company, organisation or person other than Cooking with Noodles or for any loss caused by your failure to perform your obligations in relation to the Order.
17. GOVERNING LAW AND JURISDICTION
These Conditions shall be governed by and construed in all respects in accordance with the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the English Courts.
TERMS AND CONDITIONS OF WEBSITE USE (November 2018)
1. Intellectual Property Rights
1.1 All materials (including, without limitation, all designs, text, graphics and their selection and arrangement) on this website are the copyright of Cooking with Noodles ("CWN") or its licensors. No material on this website nor any part of it may be copied, reproduced, modified, transmitted, reused, re-posted or used for public or commercial purposes in any form whatsoever, whether physical, electronic or otherwise, without Cooking with Noodles's express, prior, written consent. However, where "Printer Friendly" versions of any of the pages of this website are shown to be available, you may print out those pages and keep for your own, non- commercial, use only provided that (a) you do not remove or alter any copyright and other proprietary notices contained on the materials and (b) all use is for lawful purposes only.
1.2 All brand names, product names and/or service names used in this website are trademarks, trade names, service marks or copyrights of Cooking with Noodles or its licensors. Any use of any such brand name, product name and/or service name without the express, prior, written consent of Cooking with Noodles may constitute an infringement of those rights and Cooking with Noodles gives no permission for the use of any such item in any way whatsoever.
2. Limited Permission to Copy or Download
2.1 Any copies of these pages saved to disk or to any other storage medium may only be used for subsequent viewing purposes or to print extracts for your own personal, non-commercial use.
2.2 No part of this website may be reproduced or transmitted to or stored in any other website nor may any of its pages or parts there of be disseminated in any electronic or non-electronic form nor be included in any public or private electronic retrieval system or service without Cooking with Noodles' express, prior, written permission.
2.3 Except to the limited extent set out above, you are not permitted to copy, broadcast, download, store (in any medium), transmit, show or play in public, adapt or change in any way the content of this website for any other purpose whatsoever without Cooking with Noodles's express, prior, written permission.
3. Links to Other Websites
3.1 If this website provides access via hypertext or other links to resources in other websites, such links shall be for browsing only and in so doing Cooking with Noodles is not responsible for and does not endorse any linked entities nor authorise any act which may be in breach of copyright or any other third party rights which are protected in law or by international treaties Worldwide. Cooking with Noodles does not accept any responsibility or liability for any of the material contained on any third party website. Your linking to any other off-site pages or other sites is entirely at your own risk.
4. Information and General Disclaimer
4.1 The contents of this website are only for general information or use. They do not constitute advice and should not be relied upon in making (or refraining from making) any decision. Cooking with Noodles uses reasonable care to make sure that the information appearing on this website is accurate and up to date. However, errors and omissions do occur and you should independently verify the accuracy of the information yourself before placing any reliance upon it.
4.2 Cooking with Noodles and any other party involved in producing or delivering this website make no warranty that the contents of this website are free from infection by viruses or anything else that has contaminating or destructive properties and users are advised to take all appropriate steps (including the use of up-to-date anti-virus software) to minimise the impact of any such viruses or similar items. Cooking with Noodles assumes no responsibility, and shall not be liable for any damage to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in this website or your downloading of any materials, data, text, images, video or audio from this website.
4.3 FOR THE REASONS REFERRED TO IN PARAGRAPHS 4.1 AND 4.2 (ABOVE) AND BECAUSE CWN DOES NOT HAVE ANY CONTROL OVER THE USE TO WHICH THE INFORMATION ON THIS WEBSITE MAY BE PUT, COOKING WITH NOODLES HEREBY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OF ANY INFORMATION CONTAINED ON THIS WEBSITE AND/OR THE AVAILABILITY OF THIS WEBSITE AND, ACCORDINGLY, CWN SHALL HAVE NO LIABILITY (SAVE IN RELATION TO (i) DEATH OR PERSONAL INJURY ARISING THROUGH ITS NEGLIGENCE; AND/OR (ii) ANY OTHER MATTER IN RESPECT OF WHICH LAW PRESCRIBES THAT LIABILITY MAY NOT BE EXCLUDED OR LIMITED) FOR ANY LOSS OR DAMAGE HOWSOEVER ARISING AND OF WHATEVER NATURE INCURRED IN THE USE OF THIS WEBSITE OR IN RELIANCE ON ANY INFORMATION CONTAINED ON IT INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSS (INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL AND/OR LOSS OF PROFITS), ARISING IN CONTRACT, TORT OR OTHERWISE.
4.4 The provisions of paragraph 4.3 (above) shall not affect any express written warranties given by Cooking with Noodles in connection with the sale of any product or service.
5. Changes to Access or Content of the Website
5.1 Cooking with Noodles may alter without notice the arrangements for access to this website or change the content, presentation and/or facilities of this website.
6. Changes to these terms and conditions
6.1 Cooking with Noodles may add to or change these terms and conditions without notice. It is your responsibility as a user to refer to these terms and conditions on accessing this website. Changes will be effective immediately after posting to this website and you will be deemed to have accepted any change if you continue to access this website after that time.
7. Material Submitted by Users
7.1 In the event that any element of this website contains material submitted by users, Cooking with Noodles shall not accept any responsibility for the content or accuracy of such material and the views expressed are not necessarily those of Cooking with Noodles.
7.2 Any material or information transmitted to or posted to this website by any means will be treated as non-confidential and non-proprietary and may be disseminated or stored or used by Cooking with Noodles for any purpose whatsoever.
7.3 Do not post or transmit to or from this website any unlawful, threatening, defamatory, obscene, scandalous, inflammatory, pornographic or profane material or racist, harmful, threatening or menacing or any other material which could give rise to any civil or criminal liability.
7.4 Cooking with Noodles expressly reserves the right at any time and without notice to edit or withdraw any material posted to this website by any user for any reason whatsoever.
7.5 You agree not to upload, email to us or print any images, text, image, design, trademark, service mark, or any copyrighted work of any third party or other copyrighted material without the express permission of the owner. Our Terms for Contributions can viewed here.
8. Information Security
8.1 Any communication or material you transmit to this website by electronic mail or otherwise, including any data, questions, comments, suggestions, ideas, graphics or the like is, and will be treated as, non-confidential and non-proprietary but Cooking with Noodles shall comply with Cooking with Noodles's privacy policy in respect of any personal information Cooking with Noodles receives from you. Anything you transmit or post shall, subject to Cooking with Noodles's privacy policy, become the exclusive property of and may be used in whole or in part by Cooking with Noodles at any time and for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, Cooking with Noodles is free to use any ideas, concepts, know-how or techniques contained in any communication you send to this website for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information.
8.2 Cooking with Noodles's Privacy Policy can be viewed online here.
9. Access to the Website
9.1 Cooking with Noodles does not guarantee uninterrupted and/or reliable access to this website and Cooking with Noodles makes no guarantees whatsoever as to its operation, availability, functionality or otherwise. Further, Cooking with Noodles expressly reserves the right (without giving notice) to discontinue access to this website at any time and for any reason. Cooking with Noodles's shall have no liability to you in the event that this website is unavailable at any time and whether such non-availability is temporary or permanent.
10. Cookies
10.1 Like most websites, Cooking with Noodles's uses cookies and similar tools across our websites to improve your experience and our website's performance. For further information please see our cookies policy here.
11. Rights of Third Parties
11.1 Both Cooking with Noodles and you expressly agree to waive any rights that they may have under the Contracts (Rights of Third Parties) Act 1999 to bring a claim in respect of any other agreement entered into between Cooking with Noodles and you in relation to the subject matter of these terms and conditions and further agree that all third parties shall be expressly excluded from bringing a claim under the said Act in relation to these terms and conditions and/or your use of this website.
12. Invalidity of Terms
12.1 If any provision of these terms and conditions shall be unlawful, void or unenforceable for any reason that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
13. Law
13.1 English Law shall govern these terms and conditions and any dispute arising from such use or otherwise in connection with this website shall be subject to the exclusive jurisdiction of the English Courts.
13.2 Notwithstanding the provisions of paragraph 13.1 (above), you are responsible for compliance with applicable local laws relating to the use of or otherwise connected with this website. To the extent that this website or any activity contemplated by it would infringe any law of a jurisdiction other than England, then you are prohibited from accessing this website or attempting to carry on any such offending activity and this provision shall override all other provisions of these Terms and Conditions.
COOKING WITH NOODLES TERMS AND CONDITIONS FOR SUPPLIERS (NOVEMBER 2018)
No terms or conditions submitted at any time by the Supplier shall form any part of the Contract.
In the event of a conflict between any of these Conditions and any specific term or condition referred to in the Purchase Order (excluding any reference to the Supplier’s T's & C's which are expressly excluded from the Contract), the latter shall prevail.
1. DEFINITIONS
1.1 In these Conditions:
"Contract" means the contract between Cooking with Noodles and the Supplier consisting of the Purchase Order, these Conditions, and any other documents (or parts thereof) specified in the Purchase Order;
"Delivery Date" means the date on which the Goods and / or Services are to be delivered to Cooking with Noodles, nominated freight forwarder or customer as specified in the Purchase Order;
"Goods" means any such goods (including software) supplied to Cooking with Noodles by the Supplier pursuant to or in connection with the Purchase Order;
“Media Platforms” means all marketing media where Goods and / or Services are offered for sale by Cooking with Noodles including but not limited to catalogues, flyers, carrier sheets, websites, trade shows, educational publications, etc;
"Price" means the price of the Goods and / or Services as specified in the Purchase Order;
"Purchase Order" means the document setting out Cooking with Noodles' requirements for the Contract;
“Services” means any such services supplied to Cooking with Noodles by the Supplier pursuant to or in connection with the
Purchase Order;
"Supplier" means the person, firm or company who is the supplier of the Goods and / or Services named in
the Purchase Order;
“Supplier Manual” means the manual issued by Cooking with Noodles from time to time setting out the manner in which Cooking with Noodles requires its suppliers to perform Services and provide Goods to Cooking with Noodles;
"CWN" means Cooking with Noodles 75, Bachelor Gardens, Harrogate, HG1 3EA.
“Cooking with Noodles Own Developed Product” a product which has been fully designed by Cooking with Noodles or its advisors where Cooking with Noodles own full intellectual property and design rights.
1.2 The headings in these Conditions are for convenience only and shall not affect its construction or interpretation.
2. VARIATION
2.1 These Conditions may only be varied with the written agreement of Cooking with Noodles.
2.2 Cooking with Noodles reserves the right by reasonable notice to the Supplier to vary the Goods and / or Services detailed in the Purchase Order and any alteration to the Price or delivery date arising by reason of such modification shall be agreed between the parties and evidenced in writing.
2.3 The Contract shall become binding and these Conditions shall be deemed to have been accepted by the Supplier on the acceptance of the Purchase Order by the Supplier (either verbally or in writing) or on delivery of the Goods and / or Services, whichever is the earlier.
3. GOODS
3.1 The Supplier warrants and represents to Cooking with Noodles that the Goods shall:
3.1.1 conform in all respects with any particulars or specification specified in the Purchase Order including any variations;
3.1.2 conform in all respects with the requirements of any statutes, orders, regulations or bye-laws from time to time in force;
3.1.3 be of satisfactory quality and free from defects in materials and workmanship; and
3.1.4 be fit and sufficient for the purpose for which such goods are ordinarily used and for any particular purpose made known to the Supplier by Cooking with Noodles and Cooking with Noodles relies on the skill and judgement of the Supplier
in the supply of the Goods and the execution of the Purchase Order.
3.2 Cooking with Noodles may require the Supplier to replace or provide a spare part in relation to Goods where a fault has occurred. The Supplier agrees to hold spare parts for a period in line with the warranty on the Goods supplied to Cooking with Noodles.
3.3 The Supplier shall submit to Cooking with Noodles details of all changes to the Goods that affect form, fit, function, maintainability, reliability or appearance at least thirty (30) days before such changes are implemented. Cooking with Noodles may, at its option, decline to accept such changes incorporated into the Goods and withdraw such Goods from sale unless and until such changes have been accepted in writing by Cooking with Noodles.
3.4 Where the Supplier supplies a Cooking with Noodles Own Developed Product changes must only be made when requested by Cooking with Noodles or agreed in writing by Cooking with Noodles prior to placing a Purchase Order. Cooking with Noodles reserves the right to reject Goods that have been changed without previous agreement.
4. SERVICES
4.1 From time to time Cooking with Noodles may request the Supplier provide technical support, documentation or training in
relation to products supplied to Cooking with Noodles customers. The Supplier agrees to support Cooking with Noodles in any such requirement.
4.2 The Supplier may need to attend a Cooking with Noodles customer’s premises to install the Goods. In additional the other obligations under the Contract, the Supplier’s employees shall have the skills necessary to perform the Services and shall at all times behave in a way mindful of the Cooking with Noodles customer’s property. Any accommodation, subsistence, travelling and other expenses incurred by or on behalf of the Supplier in providing the Services shall be borne by the Supplier.
5. SOFTWARE
5.1 Where Goods constitute software unless the Supplier specifies otherwise, the Supplier shall be deemed to be supplying the said software to Cooking with Noodles to distribute under licence to Cooking with Noodles’ customers on Cooking with Noodles’ then current standard terms and conditions of software licence.
5.2 Where the Supplier releases a new version of the said software at a time when Cooking with Noodles holds an inventory of the previous version the Supplier shall if requested by Cooking with Noodles grant Cooking with Noodles a full refund for the previous version of the Goods held as inventory and accept its return.
6. PRICE
6.1 The Supplier represents that the Prices charged on every purchase order are those agreed with Cooking with Noodles during annual pricing negotiations and will be fixed for the period of 1st January to the 31st December each year. The Supplier also confirms the Prices will not increase during the calendar year once agreed. Cooking with Noodles may wish to re- negotiate lower costs during this period subject to increases in sales volume and/or re-engineering of product specification or contents.
6.2 Payment shall not constitute acceptance of non-conforming Goods and / or Services.
6.3 Unless expressly agreed otherwise between the parties in writing, the Price are exclusive of Value Added Tax which will be added to Supplier’s invoices by Supplier at the ruling rate at time of Invoice of the Goods/Services where applicable.
6.4 Unless otherwise agreed in writing by Cooking with Noodles, the Supplier shall render a separate invoice in respect of each consignment of the Goods delivered under the Purchase Order. Cooking with Noodles undertakes to pay correctly submitted invoices within sixty (60) days (unless otherwise agreed between the parties) of receipt from the day of physical or electronic arrival at the nominated address of Cooking with Noodles. Invoices shall not be rendered by the Supplier until completion of delivery of all the Goods which are the subject of the Purchase Order.
6.5 A valid invoice is one that is:
- that is for the correct Price;
- in respect of Goods / Services supplied or delivered to the required quality;
- which quote the relevant Purchase Order number;
- which has been delivered to the nominated address.
6.6 Cooking with Noodles specifically reserves the right to withhold or deduct by way of set-off or otherwise from any monies due or to become due to the Supplier any monies due to Cooking with Noodles from the Supplier.
6.7 No payment of or on account of the Price shall constitute any admission by Cooking with Noodles as to proper performance by the Supplier of its obligations under the Contract.
7. DELIVERY
7.1 The Goods shall be delivered to the place named on the Purchase Order. Delivery shall be completed when the Goods have been unloaded at the point of delivery specified in the Purchase Order and delivery has been accepted by Cooking with Noodles or its authorised representative.
7.2 Where any access to the premises is necessary in connection with delivery or installation, the Supplier and its sub-contractors shall at all times comply with the reasonable requirements of Cooking with Noodles and its applicable customers.
7.3 The time of delivery shall be of the essence for the purposes of the Contract and failure to deliver by the Delivery Date shall enable Cooking with Noodles (at its option) to release itself from any obligation to accept and pay for the Goods and / or Services and/or to cancel all or part of the Goods and / or Services under the Purchase Order, in either case without prejudice to its other rights and remedies.
7.4 The Supplier's failure to effect delivery on the Delivery Date specified shall entitle Cooking with Noodles to purchase substitute Goods and / or Services and to hold the Supplier accountable for any and all loss and/or additional costs incurred as a result of such failure.
7.5 Failure by Cooking with Noodles to exercise its options under Conditions 7.3 and/or 7.4 in respect of any part of a Purchase Order shall not be deemed to constitute a waiver with respect to any subsequent part of that Purchase Order.
7.6 If Goods and / or Services are delivered before the Delivery Date, Cooking with Noodles shall be entitled to its sole discretion to refuse to take delivery or to charge for insurance and storage of the Goods until the Delivery Date.
7.7 Unless otherwise stated in the Purchase Order, the Supplier is responsible for obtaining and the cost of all the export and import licences for the Goods and / or Services, and in the case of the Goods and / or Services supplied from outside the UK, the Supplier shall ensure that accurate information is provided to Cooking with Noodles as to the country of origin and the Supplier shall be liable for additional duties or taxes should the country of origin prove to be different to the one stated.
8. TITLE AND RISK
8.1 Supplier shall deliver the Goods at its risk to the premises stated on the Purchase Order, agreed with Cooking with Noodles or otherwise stated by Cooking with Noodles (e.g., where Goods consist of tooling equipment Cooking with Noodles may require the Goods to remain on premises owned or controlled by the Supplier). Risk in all Goods shall remain with the Supplier:
8.1.1 at all times in respect of any Goods that are not delivered to premises on the Purchase Order; and
8.1.2 in respect of Goods to be delivered to premises owned or controlled by Cooking with Noodles, until such time as the Goods have been safely delivered to those premises and Cooking with Noodles has signed a delivery note acknowledging safe receipt.
8.2 Where a Cooking with Noodles nominated Freight Forwarder is used to ship the Goods the agreed Incoterms shall apply in regard to risk.
8.3 Where the Supplier is responsible for risk in any Goods and any such Goods become damaged, lost or stolen, the Supplier shall forthwith notify Cooking with Noodles of the same and, at Cooking with Noodles’ absolute discretion and free of charge, either replace such Goods or refund any monies paid by Cooking with Noodles in respect of any such Goods.
8.4 Title to any Goods shall pass to Cooking with Noodles upon payment for the Goods (whether or not delivered to premises owned or controlled by Cooking with Noodles). Cooking with Noodles shall be entitled at any time and without notice to enter onto any premises at which any Goods are stored in respect of which title has passed to Cooking with Noodles in order to retake possession of such Goods.
8.5 The Supplier shall forthwith mark any Goods that have become the property of Cooking with Noodles if instructed to do so by Cooking with Noodles at any time (e.g., to identify that Cooking with Noodles is the owner of such Goods).
8.6 Until full payment has been received by Supplier from Cooking with Noodles for the Goods:
8.6.1 legal and beneficial ownership of the Goods shall remain vested in Supplier;
8.6.2 where the Goods have been delivered to Cooking with Noodles, Cooking with Noodles shall keep the Goods properly stored, protected and insured; and
8.6.3 Cooking with Noodles may resell or use the Goods in the ordinary course of its business (only), but Supplier shall be legally and beneficially entitled to the proceeds of sale.
9. DAMAGE IN TRANSIT
9.1 On despatch of any consignment of the Goods, the Supplier shall send to Cooking with Noodles at the address for delivery of the Goods, an advice note specifying the means of transport, the place and date of despatch, the number of packages and their weight and volume.
9.2 The Supplier shall, free of charge and as quickly as possible, either repair or replace (as Cooking with Noodles shall elect in its sole discretion) such of the Goods as may either be damaged in transit or having been placed in transit fail to be delivered to Cooking with Noodles provided that:
9.2.1 in the case of damage to such Goods in transit Cooking with Noodles shall within seven (7) days of delivery give notice to the Supplier that the Goods have been damaged; and
9.2.2 in the case of non-delivery Cooking with Noodles shall (provided that Cooking with Noodles has been advised of the despatch of the Goods) within seven (7) days of the notified date of delivery give notice to the Supplier that the Goods have not been delivered.
10. SCHEDULING
10.1 The “Delivery Date” means, unless otherwise agreed in writing, the delivery date for the Goods and/or Services to be delivered into Cooking with Noodles specified location. For Suppliers outside of the United Kingdom the“Delivery Date” specified on the Purchase Order means the date of which the Goods and/or Services should be despatched to the agreed freight forwarder.
10.2 Unless otherwise agreed, the Delivery Date shall be consistent with Supplier’s normal lead times for the quantity of Goods ordered. Supplier shall use its best endeavours to achieve the Delivery Date and will, except in extreme cases, not exceed any maximum lead time which may be specified. If Cooking with Noodles requests delivery with less than the normal lead time specified by Supplier to meet a special requirement, including the replacement of Goods lost or damaged in shipment, Supplier will use its reasonable efforts to expedite delivery provided however that Cooking with Noodles shall not pay any additional charges or costs for expediting the delivery unless such charges or costs have been previously accepted in writing by Cooking with Noodles.
10.3 Time of delivery is of the essence of all Purchase Orders. The Supplier shall notify Cooking with Noodles in writing if at any time Supplier believes that delivery will be delayed for any reason. However, delivery up to five (5) days either side of the specified schedule is acceptable.
10.4 Cooking with Noodles shall monitor delivery performance on a regular basis. In the event of persistent late or incomplete delivery the Supplier shall be in breach of Clause 10.3 and Cooking with Noodles shall, at its absolute discretion, either: (1) cancel all purchases of such Goods that are the subject of existing Purchase Orders without any liability and immediately remove the relevant Product from its Media Platforms and not subsequently purchase such Goods from the Supplier; or (2) charge the Supplier a sum set by Cooking with Noodles (acting reasonably) per day of delay or part delivery as liquidated damages, which the Supplier acknowledges and agrees is a genuine pre-estimate of Cooking with Noodles’ loss caused by such delay or part delivery.
11. RE-SCHEDULING
Cooking with Noodles may request without charge to re-schedule delivery of any Purchase Order by written and/or verbal notice to the Supplier at any time prior to the despatch of the Goods. Any such re-schedule will need to be agreed by both the Supplier and Cooking with Noodles prior to taking place.
12. INSPECTION, REJECTION AND GUARANTEE
12.1 Nothing contained in these Conditions shall in any way detract from the Supplier's obligations under common
law or statute or any express warranty or condition contained in the Purchase Order.
12.2 The Supplier shall permit Cooking with Noodles or its authorised representatives to make any inspections or tests it may reasonably require in relation to the Goods and the Supplier shall afford all reasonable facilities and assistance free of charge at Cooking with Noodles' premises. The Supplier shall make good any defects or deficiencies in the event of any failure (in the sole opinion of Cooking with Noodles) to comply with the terms of the Purchase Order or the Contract. No failure to make a complaint at the time of such inspection or tests and no approval given during or after such tests or inspections shall constitute a waiver by Cooking with Noodles of any rights or remedies in respect of the Goods and / or Services.
12.3 Cooking with Noodles may by written notice to the Supplier reject any of the Goods which fail to meet the requirements in the Contract. Such notice shall be given within a reasonable time after delivery to Cooking with Noodles of the relevant Goods. If Cooking with Noodles rejects any of the Goods pursuant to this Condition 12.3, the Supplier shall at Cooking with Noodles' sole option (without prejudice to its other rights and remedies) either:
12.3.1 repair the defective Goods as quickly as possible or (as Cooking with Noodles shall elect in its sole discretion) replace the defective Goods with Goods which comply in all respects with the requirements under the Contract; or
12.3.2 refund to Cooking with Noodles the Price in respect of the defective Goods.
12.4 The Supplier shall guarantee the Goods and / or Services for a period of twelve (12) months from installation or delivery (subject to any alternative guarantee arrangements agreed in writing between Cooking with Noodles and the Supplier). If Cooking with Noodles shall, within such guarantee period or within thirty (30) days thereafter, give notice in writing to the Supplier of any defect in any of the Goods and / or Services that have arisen during the guarantee period under proper and normal use, the Supplier shall (without prejudice to any of Cooking with Noodles' there rights and remedies) as quickly as possible remedy such defects (whether by repair or replacement as Cooking with Noodles shall elect in its sole discretion) without cost to Cooking with Noodles.
12.5 Any Goods rejected or returned by Cooking with Noodles pursuant to this Clause 12 shall be returned to the Supplier at the Supplier's risk and expense.
13. ACCEPTANCE
13.1 Cooking with Noodles reserves the right to inspect the Goods on or immediately after delivery and within a reasonable time after delivery to reject deliveries or any part of any delivery which does not conform as to quantity, quality and description with the particulars of the Purchase Order of any Goods or Services specification.
13.2 Where Goods have been developed, modified, enhanced or altered in any way to suit the requirements of Cooking with Noodles, the parties shall agree acceptance tests and a timetable for acceptance (“Acceptance Criteria”). Anysuch Goods delivered shall be deemed to have been accepted by Cooking with Noodles when the relevant Acceptance Criteria have been satisfied.
13.3 Any Goods rejected under Clauses 10.1 and/or 10.2 above shall (1) be collected by the Supplier from Cooking with Noodles at the Supplier’s cost and expense in a prompt and timely manner and, in any event, by no later than the date reasonably specified by Cooking with Noodles (“Cut-Off Date”) and (2) shall promptly be replaced by the Supplier at its expense and this Clause 13 shall apply to any such replacements as if they were the Goods originally delivered. In the event that the Supplier fails to collect the Goods by the Cut-Off Date, Cooking with Noodles shall have the right to dispose of the Goods at its absolute discretion without liability and to use any proceeds to offset any disposal costs.
14. WARRANTY
Supplier warrants to Cooking with Noodles that:
14.1 It has the right to enter into any Purchase Order and that Supplier’s performance shall not violate the terms of any other licence contract or other obligation to which Supplier is a party;
14.2 The Goods shall be new, conform to the relevant specification and be free from defects in workmanship and materials if properly used in accordance with procedures described in any documentation supplied by the Supplier for a period which expires twelve (12) months after delivery to Cooking with Noodles’s customers. Upon written notice from Cooking with Noodles of Goods (or part) that fails to meet the foregoing warranty, Supplier shall forthwith at its expense, repair or replace such Goods(s).
14.3 Where Goods constitute software, Clause 14.2 above shall not apply and the Goods are warranted instead to conform substantially to their published functional specification if properly used in accordance with procedures described in any documentation supplied by the Supplier for a period expiring ninety (90) days from the date of installation by Cooking with Noodles’s customer. During such period the Supplier shall, at its own expense and at Cooking with Noodles’ option correct any non-conforming software or replace the software or grant Cooking with Noodles a full refund. This warranty is subject to the following conditions:
14.3.1 Damage resulting from or aggravated by negligence or misuse by Cooking with Noodles or its customer is excluded from this warranty; and
14.3.2 Any unauthorised modification of the software shall void this warranty;
14.4 All Goods delivered to Cooking with Noodles shall comply with the applicable British Standards, European Standards and as otherwise required by Cooking with Noodles from time to time (including without limitation as specified in the Supplier Manual). Supplier shall obtain and maintain at its own expense all applicable listings, certificates and approvals in the Supplier’s own name. This is not applicable in the following circumstances:
14.4.1 When the product is a Cooking with Noodles Own Developed Product;
14.4.2 Where an exception has previously been agreed in writing;
14.5 Unless otherwise agreed, where Goods have been installed at the customer’s premises, the Supplier agrees to provide spare parts and maintenance services for the Goods for a period of not less than five (5) years from the date of the date of installation.
14.6 It shall use all reasonable skill and care in carrying out the Services. Upon written notice from Cooking with Noodles’ of Services (or part) that are not in conformance with the foregoing warranty the Supplier shall promptly at its expense re-perform the Services to the required standard of performance;
14.7 It has and shall pass to Cooking with Noodles good title for the Goods free and clear of all liens and encumbrances;
14.8 The Goods do not infringe any patent, copyright, or design right or otherwise violate the intellectual property rights of any third party;
14.9 No claim or action is pending or threatened against Supplier, or to Supplier’s knowledge against any licensor or supplier of Supplier that would adversely affect the right of Cooking with Noodles or any customer of Cooking with Noodles to use the Goods for their intended use;
14.10 All Goods shall comply with the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Regulations 2012 and Statutory Instrument 2005 No.2748 (The Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Regulations 2005).
15. LABELLING AND PACKAGING
15.1 The Goods shall be packed and marked in a proper manner and in accordance with Cooking with Noodles’ instructions and any statutory requirements and any requirements of the carriers. In particular the Goods shall be marked with the Purchase Order number, the net, gross and the weights, details of the contents shall be clearly marked on each container and all containers of hazardous goods (and all relating documents) shall bear prominent and adequate warnings. The Supplier shall indemnify and keep indemnified Cooking with Noodles against all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which Cooking with Noodles may suffer or incur as a result of or in connection with any breach of this Clause 15.1.
15.2 All packaging materials will be considered non-returnable and will be destroyed unless the Supplier's advice note states that such materials will be charged for unless returned. Cooking with Noodles accepts no liability in respect of the non-arrival at the Supplier's premises of empty packages returned by Cooking with Noodles.
15.3 Goods shall be packaged in accordance with the Supplier Manual, or as otherwise reasonably directed by Cooking with Noodles, and in such a way as to ensure that the Goods arrive undamaged and to ensure subsequent safe protection of Goods in storage at no additional cost to Cooking with Noodles.
15.4 Supplier shall include with each delivery an advice note listing contents including Purchase Order number, serial numbers, product codes, descriptions and quantities to allow for review of contents upon receipt. In the case of Direct Despatch deliveries Suppliers must use the Cooking with Noodles branded PDF despatch note provided or create an electronic version with Cooking with Noodles branding as agreed with the Direct Despatch Buyer.
15.5 Advice notes must be sent on the date of despatch of the Goods and invoices shall be issued no earlier than the Delivery Date on the Purchase Order unless otherwise agreed. In the event that an invoice is issued earlier than the Delivery Date then it shall not be deemed received by Cooking with Noodles until the Delivery Date.
16. INTELLECTUAL PROPERTY
16.1 Supplier shall indemnify and hold Cooking with Noodles, Cooking with Noodles’ subsidiaries, distributors, agents and customers harmless from all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which Cooking with Noodles may suffer or incur as a result of or in connection with any action based on actual or alleged infringement by the Goods of any patent, copyright, design right, trade mark, trade secret or other proprietary interest unless the Goods are Cooking with Noodles Own Developed Products.
16.2 Cooking with Noodles shall give the Supplier prompt notice of any claim or action and shall provide reasonable assistance to the Supplier at the Supplier’s request and expense in defending such action or claim. If an injunction isgranted or in Supplier’s reasonable opinion is likely to be granted which prohibits the use or sale of the Goods by reason of any matter covered in this Clause, then Supplier shall at its expense either:
16.2.1 procure for Cooking with Noodles and its customers (whether direct or indirect) the right to continue using the Goods; or
16.2.2 modify the Goods so that they become non-infringing (providing the modified Goods continue to conform with the relevant specification); or
16.2.3 substitute equivalent non-infringing products; or
16.2.4 if none of 16.2.1 – 16.2.3 are reasonably available, Cooking with Noodles may return the Goods to the Supplier and
Supplier shall refund the Price of such products to Cooking with Noodles.
16.3 Notwithstanding the foregoing, the Supplier shall have no liability to Cooking with Noodles for actual or claimed infringement arising out of:
16.3.1 compliance with detailed designs, plans or specifications furnished by Cooking with Noodles unless such infringements arise independently out of such designs, plans or specifications;
16.3.2 use of the Goods in combination with other equipment or software not reasonably contemplated by the Supplier;
16.3.3 use of the Goods in any process not reasonably contemplated by the Supplier.
16.4 All materials, equipment, software, inventions, specifications, instructions, plans or any form of intellectual
property right in any of the foregoing ("Intellectual Property"):
16.4.1 furnished to or made available to the Supplier by Cooking with Noodles pursuant to the Purchase Order are hereby assigned to and shall remain vested solely in Cooking with Noodles; and
16.4.2 the Supplier shall not (except to the extent necessary for the implementation of the Purchase Order) without prior written consent of Cooking with Noodles, use or disclose any such Intellectual Property or any information (whether or not relevant to the Contract) which the Supplier may obtain pursuant to the Contract and in particular (but without prejudice to the generality of the foregoing) the Supplier shall not refer to Cooking with Noodles or the Contract in any advertisement without Cooking with Noodles' prior written agreement.
16.5 Tools, equipment software documentation or other materials which may be supplied by Cooking with Noodles to the Supplier for the purposes of assisting the Supplier in the performance of any Purchase Order whether separately listed or not, shall be made available pursuant to the terms and conditions of the Cooking with Noodles’s loan agreement which is available upon request and shall be used by Supplier solely in its performance of its obligations hereunder. Cooking with Noodles will own all intellectual property rights on all such items.
16.6 All Intellectual Property Rights created or invented by the Supplier (including but not limited to inventions processes and programs) whether patentable or not, know-how, designs, trade marks, drawings and copyright in documents of any description as a result of or in the performance of any Purchase Order shall be the exclusive property of Cooking with Noodles from the date of creation and the Supplier shall to the extent that it is necessary promptly execute any document properly required to vest any such intellectual property legally in Cooking with Noodles and Cooking with Noodles shall bear the costs thereof.
16.7 The intellectual property rights, including but not limited to patents, trade marks, registered design rights and copyright in the Goods and / or Services, and any documents or other materials provided by Supplier relating to the Goods and / or Services (“Supplier IP”), shall belong to the Supplier. Cooking with Noodles shall not infringe any Supplier IP.
16.8 The Supplier shall grant Cooking with Noodles a non-exclusive licence of its applicable Intellectual Property for the promotion and sale of the Goods and / or Services for the duration of the Contract. At the termination / expiry of the Contract, Cooking with Noodles shall continue to be allowed to use any Intellectual Property in printed materials (such as catalogues) as long as it is removed from further print runs.
16.9 The terms and conditions of this Clause shall survive the expiration or termination of any Purchase Order for any reason whatsoever.
17. HEALTH AND SAFETY
17.1 The Supplier represents and warrants to Cooking with Noodles that the Supplier has satisfied itself that:
17.1.1 all necessary tests and examinations have been made or will be made prior to delivery of the Goods to ensure that the Goods are designed, manufactured, supplied and installed so as to be safe and without risk to the health or safety of persons using the same; and
17.1.2 that it has made available to Cooking with Noodles adequate information about the use for which the Goods have been designed and have been tested and about any conditions necessary to ensure that when put to use the Goods will be safe and without risk to health.
17.2 In any event, the Supplier will comply with the duties imposed on it by the Health & Safety at Work etc Act 1974 or any amendment thereto and of all other statutory provisions, rules and regulations so far as they are applicable. The Supplier shall indemnify and keep indemnified Cooking with Noodles against any and all actions, suits, claims,demands, losses, charges, costs and expenses (including legal expenses and disbursements) which Cooking with Noodles may suffer or incur as a result of or in connection with any breach of this Clause 17.
17.3 The Supplier’s attention is drawn to the obligations imposed by the Health and Safety at Work Act 1974 upon designers, manufacturers, importers and suppliers of articles and substances for use at work and on those who install or erect articles for use at work. The Supplier shall be responsible for complying with those obligations in relation to the Goods and Services and will indemnify Cooking with Noodles against all costs, expenses and liabilities caused by its failure to do so.
18. INDEMNITY AND INSURANCE
18.1 Without prejudice to any rights or remedies of Cooking with Noodles, the Supplier shall indemnify and keep indemnified Cooking with Noodles against any and all actions, suits, claims, demands, losses, charges, costs and expenses (including legal expenses and disbursements) which Cooking with Noodles may suffer or incur as a result of or in connection with any damage to property or in respect of any injury (including death) to any person which may result directly or indirectly from any defect in the Goods or performance of the Services or the negligence, acts or omissions of the Supplier or any of its employees, agents or sub-contractors.
18.2 The Supplier shall maintain insurance policies, including public liability insurance, professional indemnity insurance and employer’s liability insurance, with a reputable insurance company which policies shall contain as a minimum protection for Cooking with Noodles, its sub-contractors, agents employees and customers from claims for damages for personal injury, including accidental or wrongful death, and property damage which may arise from use, installation or operations to be performed in connection with Supplier’s Goods and/or the Services. A limit of liability provided by each such policy shall be no less than two million pounds (£2,000,000) sterling per occurrence.
18.3 If requested, the Supplier shall furnish to Cooking with Noodles within ten (10) days of request a certificate of insurance to cover the obligations set out in sub-clause 18.2 above.
18.4 The Supplier shall be liable under the provisions of the Contract (including Clause 18.1) whether or not it complies with the insurance provisions in this Clause 18.
18.7 Nothing in these Conditions or the Contract shall exclude or limit the liability of either party for death or personal injury caused by its negligence or for fraudulent misrepresentation.
19. CONFIDENTIALITY
The Supplier shall and shall procure that its staff shall maintain in confidence all information whether oral, written or otherwise which Cooking with Noodles has divulged or may divulge to the Supplier or may be acquired by the Supplier including any specification. Supplier shall only disclose the said information to employees and/orthird parties who “need to know”. Supplier shall use the said information only for the purposes of supplying Cooking with Noodles. The Supplier shall take all reasonable steps to ensure that its employees and/or third parties are bound by the same obligations and that such obligations endure beyond any termination of employment or business relationship with the Supplier. The provisions of this clause do not apply to information which is or comes into the public domain otherwise than by breach of the terms of this clause. Upon request by Cooking with Noodles Supplier shall return all drawings, software or other written materials issued by Cooking with Noodles together with all copies of the same made by the Supplier or third party. Nothing in a Purchase Order shall be construed as granting or conferring any rights by licence or otherwise in any of the said information except for the limited purpose of the Supplier’s performance hereunder. This clause shall survive termination of any Purchase Order.
20. SUPPLIER MANUAL
The Supplier acknowledges and agrees that it has received and understood all the contents of, and will comply with all of the provisions of, the Cooking with Noodles Supplier Manual as provided or made available to it from time to time unless otherwise agreed in writing with Cooking with Noodles. It shall be the Supplier’s responsibility to ensure that it familiarises itself with the Cooking with Noodles Supplier Manual and any changes that may be made to it at any time.
21. ANTI-BRIBERY AND ANTI-SLAVERY
21.1 The Supplier shall ensure that it and all of its staff, agents, contractors and any other party performing its obligations or exercising its rights under or in connection with any Purchase Order and/or any other agreement that the Supplier may have with Cooking with Noodles, complies at all times with all applicable anti-bribery and/or corruption laws, regulations and codes of conduct in all jurisdictions. The Supplier shall, whenever requested by Cooking with Noodles, provide evidence of the measures, steps and processes that it takes to ensure compliance with the provisions of this clause and the relevant laws, regulations and codes of conduct.
21.2 Cooking with Noodles will only knowingly trade with those companies who comply with Cooking with Noodles Ltd Anti-Slavery and Human Trafficking Statement (the “Statement”). This can be found on xxxxxxx. The Supplier confirms that it complies with the Statement.
22. RIGHT TO PERFORM
If at any time the Supplier fails to perform fully any of its obligations under any Purchase Order, Cooking with Noodles may, at its option, and without any obligation to do so perform the Supplier’s obligations or have such obligations performed by a third party provided that Cooking with Noodles shall have given the Supplier fourteen (14) days’ notice of any such failure, and if the failure is remediable, the Supplier shall not have commenced continuing and effective steps to remedy said failure within the said fourteen (14) days. In such event, Cooking with Noodles shall have the right to offset its costs for performance from any amounts due to the Supplier whether under any Purchase Order or otherwise. Such right of offset shall be in addition to and not in lieu of any other rights or remedies Cooking with Noodles may have under any Purchase Order or at law or equity.
23. TERMINATION
23.1 In the event of a material breach of the Contract by either party, the non-breaching party may terminate the Contract
with immediate effect by notice in writing.
23.2 Either party may terminate the Contract with immediate effect by notice in writing to the other party, if the other party at any time:
23.2.1 passes a resolution that it be wound-up or that an application be made for an administration order or the other party applies to enter into a voluntary arrangement with its creditors;
23.2.2 if a receiver, liquidator, administrator, supervisor or administrative receiver be appointed in respect of theother party’s property, assets or any part thereof;
23.2.3 has the court order it be wound-up or a receiver of all or any part of its assets be appointed;
23.2.4 is unable to pay its debts in accordance with Section 123 of the Insolvency Act 1986;
23.2.5 (being an individual or partnership) is declared or adjudicated bankrupt or enters into any arrangement or
composition with its creditors.
23.3 Nothing in this Clause 23 shall affect the coming into, or continuance in force of any provision of the Contract which is expressly or by implication intended to come into force or continue in force upon termination of the Contract.
24. DATA PROTECTION
24.1 In this Agreement, the terms Controller, Processor, Data Subject, Personal Data, Special Categories of Personal Data, Processing, Data Subject Access Request, Data Protection Impact Assessment and Personal Data Breach shall be as defined in the General Data Protection Regulation EU 2016/679 (“GDPR”) and“Data” shall mean the Personal Data and Special Categories of Personal Data provided by Cooking with Noodles to the Supplier in connection with this Agreement. “Data Protection Legislation” means the GDPR and any national implementing laws, regulations and secondary legislation, as amended, revised, re-enacted, consolidated or updated from time to time.
24.2 The parties acknowledge that for the purposes of the Data Protection Legislation, Cooking with Noodles is the Controller and the Supplier is the Processor.
24.3 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 24 is in addition to, and does not relieve, remove or replace, a Party’s obligations under the Data ProtectionLegislation.
24.4 The Supplier shall:
24.4.1 ensure that its employees, sub-contractors and sub-processors shall, Process the Data only on Cooking with Noodles’s written instructions;
24.4.2 provide appropriate technical and organisational measures to ensure the protection of the rights of the Data Subjects;
24.4.3 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by Cooking with Noodles, to protect the Data against accidental or unlawful destruction, loss, alteration, damage, unauthorised disclosure of, or access to, Data transmitted, stored or otherwise Processed;
24.4.4 complete a security questionnaire as provided by Cooking with Noodles before commencement of the Services;
24.4.5 re-submit a security questionnaire if there are changes to the Supplier’s system which would trigger a Data Protection Impact Assessment under the GDPR;
24.4.6 ensure that all personnel it authorises to Process the Data (including but not limited to its employees, agency workers, or the employees of any sub-contractors or sub-processors) are obliged to keep the Data confidential which the Supplier can enforce;
24.4.7 at the written direction of Cooking with Noodles, delete or return the Data to Cooking with Noodles after the end of the provision of the Services relating to Processing, except that the Supplier may keep any Data, if required by any applicable laws to store the Personal Data;
24.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 24 and provide access to the same for the purpose of audits conducted by Cooking with Noodles or its appointed auditor; and
24.4.9 not Process or transfer outside of the European Economic Area (or any country deemed adequate by the European Commission pursuant to the GDPR) without Cooking with Noodles’ prior written consent and without putting in place adequate protection for the Data, in the form of standard contractual clauses approved by the European Commission for such transfers of Personal Data, to enable compliance by Cooking with Noodles and the Supplier with the obligations under the GDPR.
24.5 Subject to clause 24.6, the Supplier shall notify Cooking with Noodles immediately if it:
24.5.1 considers that any of Cooking with Noodles’ instructions infringe the Data Protection Legislation;
24.5.2 receives a Data Subject Access Request (or purported Data Subject Access Request);
24.5.3 receives a request to rectify, block or erase any Personal Data;
24.5.4 receives any other request, complaint or communication relating to either Party's obligations under the
Data Protection Legislation;
24.5.5 receives any communication from the Information Commissioner's Office or any other regulatory
authority in connection with Personal Data processed under this Agreement;
24.5.6 receives a request from any third party for disclosure of Personal Data where compliance with such
request is required or purported to be required by Law; or 24.5.7 becomes aware of a Personal Data Breach.
24.6 The Supplier’s obligation to notify under clause 24.5 shall include the provision of further information to Cooking with Noodles in phases, as details become available.
24.7 Taking into account the nature of the processing, the Supplier shall provide Cooking with Noodles with full assistance in relation to either Party's obligations under Data Protection Legislation and any complaint, communication or request made under clause 24.5 (and insofar as possible within the timescales reasonably required by Cooking with Noodles) including by promptly providing:
24.7.1 Cooking with Noodles with full details and copies of the complaint, communication or request;
24.7.2 such assistance as is reasonably requested by Cooking with Noodles to enable Cooking with Noodles to comply with a Data Subject
Access Request within the relevant timescales set out in the Data Protection Legislation;
24.7.3 Cooking with Noodles, at its request, with any Personal Data it holds in relation to a Data Subject;
24.7.4 assistance as requested by Cooking with Noodles following any Personal Data Breach;
24.7.5 assistance to Cooking with Noodles as requested in respect of any Data Protection Impact Assessment; and 24.7.6 assistance as requested by Cooking with Noodles with respect to any request from the Information Commissioner’s
Office, or any consultation by Cooking with Noodles with the Information Commissioner's Office, supervisory authorities or regulators.
24.8 The parties acknowledge that the Supplier’s provision of the Services under this Agreement may involve the appointment of sub-contractors by the Supplier. The Supplier shall not appoint any third party, including consultant, sub-contractor, agent or professional adviser or other third party which may receive and/or have access to the Data unless:
24.8.1 Cooking with Noodles provides its the prior written consent; and
24.8.2 the Supplier provides Cooking with Noodles with such information regarding the sub-processor as Cooking with Noodles may require
24.9 If Cooking with Noodles consents to the appointment of any sub-processor under clause 24.8, the Supplier shall put in place in writing with any sub-processor contractual obligations which are at least equivalent to the obligations imposed on the Supplier pursuant to this clause 24 including obligations which provide sufficient guarantees from the sub-processor that the processing meets the requirements of the GDPR.
24.10 The Supplier will inform Cooking with Noodles in advance of, and allow a reasonable period for objection to, any intended changes concerning the addition or replacement of sub-processors.
24.11 The parties acknowledge that the Supplier’s provision of the Services under this Agreement may require the transfer of Data to the Supplier’s sub-processors (“Recipients”) outside the European Economic Area in countries which have not been approved by the European Commission as having adequate protections in place for the purpose of the transfer of personal data pursuant to the Data Protection Legislation. The Supplier will be permitted to transfer Data to such Recipients provided that:
24.11.1 Cooking with Noodles shall have provided their prior written consent to such transfer;
24.11.2 the Supplier provides Cooking with Noodles with such information regarding the sub-processor as Cooking with Noodles may require; and
24.11.3 the Supplier shall have entered into an agreement with the relevant Recipient incorporating the
standard contractual clauses approved by the European Commission for transfers of personal data to processors outside of the European Economic Area and which agreement shall include security obligations on the Recipient which are no less onerous than those contained in this Agreement.
24.12 Either Party may, at any time on not less than 30 days’ notice, revise the above clause 24.8.3 by replacing it with any applicable controller to processor standard clauses approved by the European Commission for transfers of personal data to processors outside of the European Economic Area or similar terms forming Party of an applicable certification scheme.
24.13 The Supplier shall remain fully liable to Cooking with Noodles for the performance of any sub-processor appointed by it.
24.14 The Supplier shall indemnify and hold harmless Cooking with Noodles against all costs, claims, losses, damages and expenses (including legal expenses) arising out of, or in connection with, any breach of this clause 24 by the Supplier and/or its employees, agents and/or sub-contractors or sub-processors.
24.15 Cooking with Noodles acknowledges that the Supplier is reliant on Cooking with Noodles for direction as to the extent to which the Supplier is entitled to use and process the Data. Consequently, the Supplier will not be liable for any claim brought by Cooking with Noodles or any Data Subject arising from any action or omission by the Supplier to the extent that such action or omission resulted from Cooking with Noodles’ instructions.
24.16 The Supplier shall provide the following information regarding the Data: subject-matter; duration of the Processing; nature and purpose of the Processing; type of Data; categories of Data Subjects; and the obligations and rights of the Supplier.
25. FORCE MAJEURE
Neither party shall be liable to the other for any delay in or failure to perform its obligations hereunder (other than a payment of money) provided that such delay or failure is due to causes beyond its reasonable control.
26. ASSIGNMENT AND SUB-CONTRACTING
26.1 The Supplier shall not without the prior written consent of Cooking with Noodles assign or transfer the benefit or burden of the Contract.
26.2 No sub-contracting by the Supplier shall in any way relieve the Supplier of any of its responsibilities under the Contract.
27. NOTICES
Any notices to be given under the Contract shall be delivered personally or sent by post or by facsimile transmission to the Company Secretary (in the case of Cooking with Noodles) or to the address set out in the Purchase Order (in the case of the Supplier). Any such notice shall be deemed to be served, if delivered personally, at the time of delivery, if sent by post, 48 hours after posting.
28. THIRD PARTY RIGHTS
The Contract is not intended to create any rights of any kind whatsoever enforceable by any person who is not a
party to the Contract, including any rights enforceable under the Contracts (Rights of Third Parties) Act 1999.
29. SEVERABILITY
If any provision under this Contract is or becomes unenforceable, such provision shall not take effect and shall be deemed to be severed from the remainder of the Contract to the extent that the remainder of the Contract and the unaffected part of the provision shall continue to be fully enforceable.
30. WAIVER
No delay or omission by Cooking with Noodles in exercising any of its rights under the Contract shall constitute a waiver of that right and any partial exercise of any such right shall not prevent any future exercise of the right.
31. ENTIRE AGREEMENT
31.1 Supplier acknowledges that they have read these Conditions and understands and agrees to be bound by them. Supplier further agrees that all Purchase Orders are a complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of the Purchase Order.
31.2 All Purchase Orders can only be modified by written agreement signed by duly authorised representatives of both parties.
32. LAW AND JURISDICTION
The Contract and any dispute arising under or in any way connected with the subject matter of the Contract (whether of a contractual or tortious nature or otherwise) shall be governed by and interpreted in accordance with English Law and the parties submit to the exclusive jurisdiction of the English courts only except that Cooking with Noodles may seek injunctive relief outside such jurisdiction.