Trade Terms & Conditions

THESE TERMS ONLY APPLY TO BUSINESS CUSTOMERS THAT HAVE BEEN REGISTERED FOR AND ALLOCATED A WALKER’S SHORTBREAD TRADE ACCOUNT.

1. GENERAL TERMS

1.1 These are the terms (together with policies on our site https://www.walkersshortbread.com/uk/ including our privacy policy and cookies policy, and any other documents and policies referred to in these terms) that apply to the order by you for products and the supply of such products to you and to your use of materials that we make available to you through the trade area of our website (“Contract”). These terms also apply to your use of the website, as a registered business customer and trade account holder. No other terms are implied by trade, custom, practice or course of dealing.

1.2 Please read these terms carefully before you register for a trade account. Your trade account application must be approved by us before you can access/download any materials and submit any orders to us. These terms tell you who we are, how we will provide products and materials to you, how we may change or end the Contract, what to do if there is a problem with the products and other important information. By using the site, you agree to be bound by these terms and if you do not accept these terms, please do not use the trade area of the website. You should print a copy of these terms for future reference.

1.3 The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.

2. ABOUT US

2.1 We are Walker’s Shortbread Ltd (“Walker’s Shortbread”, “we” or “us”) a company registered in Scotland with registered office address at Walker’s Shortbread Ltd, Aberlour House, Aberlour, Banffshire, AB38 9LD and registered company number SC063233. Our registered VAT number is GB296814415.

2.2 If you want to ask us anything about these trade account terms & conditions or would like to contact us, please email us at [email protected] or call us on 01340 871555. How to give us formal notice of any matter under the Contract is set out in clause 13.

2.3 When we use the words “writing” or “written” in these terms, this includes emails.

3. REGISTRATION OF TRADE ACCOUNT

3.1 To request access to the trade area of our website, we will require you to fill in the trade account registration form. This form collects data about you that we use to determine if your business is suitable to be granted a trade account, for example, your company registration number, VAT number (if a UK Business), length of time you been trading, email address and password. We will use this data to determine (in our sole discretion) whether you are eligible for a trade account. All required information must be provided at the point of completing the registration form or promptly when we request it from you in order that you are considered for a trade account in accordance with clause 3.2. This information will be stored and used only to administer your trade account.

3.2 Once we have received all required information, we will review the information and either accept or reject the application for a trade account. If further information is required, we may get in touch with you using the contact details you provided in your registration form. We may also require proof of the details provided, for example, proof of your VAT number. We will aim to approve or reject applications within 5 business days of receipt, but this is not a guarantee and during busy periods there is no guarantee of turnaround times. We accept no responsibility for the loss of any application details because of any issues experienced with the website.

3.3 We reserve the right to refuse a trade account application for any reason. Where appropriate we will inform you of the reasons for rejection but reserve the right to retain this information.

3.4 Once access has been granted to a trade account you will be able to login and view/download appropriate materials in accordance with clause 4 and, only if you are a UK business, access trade price products that are applicable to your trade account. Access to such trade price products is conditional on your trade account being used by the account holder only and in the event that you use your trade account to purchase products for another business or individual, we may revoke access to your trade account. Please note that access to materials and trade prices will be controlled by the team at Walker’s Shortbread.

3.5 We reserve the right to suspend or revoke access to a trade account at any time and to cancel your delivery at any time including if we suspect fraud, have reason to believe you are in breach of these terms or any other terms and conditions relating to your order, or if there is an outstanding payment for any account registered to your trade account.

4. MATERIALS

4.1 As a trade account holder, whether you are based in the United Kingdom or elsewhere, you will be afforded access to materials (including sales sheets, product specifications and ingredients list, marketing materials, artwork, imagery, brand guidelines, and photography) that you can view and download to use in the promotion of Walker’s Shortbread products (Materials). The account access rights that you are granted will determine what Materials you can access. The Materials can be downloaded or requested from the trade area when you have logged in and all use of the Materials are subject to these terms.

4.2 Walker’s Shortbread grants a non-exclusive, non-transferable, non-sub-licensable, royalty-free, revocable licence only to registered and approved trade account holders under the copyright and rights in the nature of copyright subsisting in the Materials to download and use the Materials for the sole purpose of promotion of Walker’s Shortbread products. In no circumstances, should the Materials be shared with or distributed to any other party by the trade account holder and altering, modifying or reproducing the Materials in any way is not permitted. Walker’s Shortbread retain all rights in and to all copyright in the Materials.

4.3 All use of the Materials must be clearly marked with a notice that the Materials are the copyright of Walker’s Shortbread Ltd and are used by you under licence.

4.4 You shall immediately notify us in writing giving full particulars if any of the following matters come to your attention: (a) any actual, suspected or threatened infringement of the copyright in the Materials; (b) any claim made or threatened that the Materials infringe the rights of any third party; or (c) any other form of attack, charge or claim to which the copyright in the Materials may be subject. We shall decide what action (if any) to take and exclusive control over, and conduct of, all claims and proceedings. You shall not make any admissions and shall provide us with reasonable assistance in the conduct of any claims and proceedings. The provisions of sections 101 and 101A of the Copyright, Designs and Patents Act 1988 (or equivalent legislation in any jurisdiction) are expressly excluded.

4.5 At any point, Walker’s Shortbread may ask you to cease using all or individual Materials and your licence to such Materials will end. You must immediately comply with these requests and remove and delete Materials that are in use. If your trade account is closed you must remove all Materials from use and ensure they are deleted from all systems.

5. YOUR ORDER

5.1 Please follow the onscreen prompts to place an order for products. Each order is an offer by you to buy products in your order subject to the terms. You will receive an on-screen acknowledgement of your order followed by an acknowledgement email confirming receipt of your order. This email will only confirm receipt of the order and not acceptance of the order. Our acceptance of your order will take place upon dispatch of the products ordered, at which point a contract will come into existence between you and us. Please ensure that you check your spam and junk folders for any emails that we may send you.

5.2 Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

5.3 If we are unable to accept your order for any reason, we will inform you of this by email and we will not process your order, If you have already paid, we will refund you the full amount for the products in your order as soon as possible.

5.4 The following limitations apply with regards to specific items and order size:

(a) the current minimum order is 10 Cases; and

(b) the current maximum order is 20 Cases.

If you wish to place an order below the minimum size or above the maximum size, please email us at [email protected] and we would be happy to discuss whether we can accept your order.

5.5 All products are subject to availability. We will inform you as soon as possible if the goods you have ordered are not available by emailing you and you will be refunded for those products.

5.6 We will assign an order number to your order and tell you what it is when your order is placed and acknowledged. It will help us if you can tell us the order number whenever you contact us about your order and we will refer to it in our correspondence with you.

5.7 We currently deliver our products from the trade area to business addresses in the United Kingdom only. Please visit our sister company’s website for orders to the United States of America at https://us.walkersshortbread.com/. Unfortunately, we do not accept trade orders online for delivery to addresses outside of the United Kingdom.

6. OUR PRODUCTS

6.1 The images of the products, and any packaging, on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the products and packaging and your product and packaging may vary slightly from that shown. Please also note that the weights, dimensions, and capacities given are approximate only.

6.2 All products are produced in nut environments and could possibly be contaminated with nuts. Allergen information can be found highlighted in the ingredients list on the product information page on the website. Although we take all reasonable care to ensure that recipe and additional nutritional information appearing on the website and product categorisation (which enables you to search and filter products according to your preferences and allergies) are correct at the time when the information was inputted onto the system, the information appearing on this website at any time may not reflect the exact position at the moment you place an order or there may be an error in the product categorisation. Customers are advised to check product packaging for nutritional information and allergen warnings before consumption, as product information is subject to change after publication of the recipe on the website.

7. DELIVERY, TRANSFER OF RISK AND TITLE

7.1 The costs of delivery, which will be displayed to you on our website, are £25 for each delivery.

7.2 Unless you are contacted by our online team, we will deliver all orders to you up to seven (7) working days from the day on which we accept your order.

7.3 We cannot make deliveries on Saturdays, Sundays or public holidays in your country or region of destination for the products. We are also unable to cater for special delivery instructions to be included on the shipping label and for a parcel to be delivered on a specified date. Please note that we cannot track the exact location of your order during the day and will only be notified by the courier company if there is a problem. We use a postcode lookup tool on our website. Please take care when inserting your delivery address and please check that the correct delivery address has been populated if you are using the postcode lookup tool and ensure that you correct any errors in you delivery address. We cannot accept responsibility for addresses provided incorrectly. Please see our website for further information.

7.4 Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 12 (Events outside our control) for our responsibilities when this happens.

7.5 You must ensure that someone will be available during working hours to take delivery of your order. If there is no one available for delivery, you will have the option to deliver to a local access point. If the courier attempts delivery (and hasn’t received notification to deliver to an access point) and no one was available, the courier will either attempt delivery the following day or deliver to an access point, leaving a notice advising you of this. If the courier feels that there is a safe place to leave the parcel, they will do so by leaving a notice advising the location of the parcel.

7.6 If, after a failed delivery to you, you do not re-arrange delivery or collect the goods from a local access point, we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If we are unable to contact you or re-arrange delivery, we may end the contract and will refund any money you have paid in advance for products we have not provided, less any storage and delivery costs incurred by us.

7.7 Delivery is complete once the goods have been unloaded at the address you specify when making the order. Goods will be at your risk from that time

7.8 You own the goods once delivery has been completed.

7.9 We may need certain information from you so that we can supply the products to you. Where this is the case, this will have been stated on our website and you will have to provide this information at the point of ordering or we will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract or make an additional charge to compensate us for any extra work that is required as a result. If we fail to deliver the products, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the products. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it or if this is caused by you giving us incomplete or incorrect information or by you failing to ensure that the delivery address provided is correct.

8. TERMINATION

8.1 Without limiting any of our other rights, we may suspend the supply or delivery of the products to you, or terminate the Contract with immediate effect by giving written notice to you if:

(a) you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;

(b) you do not make any payment to us when it is due;

(d) your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy;

(e) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products; or

(f) you do not, within a reasonable time, allow us to deliver the products to you.

8.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

9. OUR WARRANTY

9.1 The products are intended for use only in the United Kingdom. We do not warrant that the products or Materials comply with the laws, regulations or standards outside the United Kingdom.

9.2 We provide a warranty that on delivery, the goods shall:

(a) subject to clause 6, conform in all material respects with their description; and

(b) be free from material defects in material and workmanship.

9.3 Subject to clause 9.4, if:

(a) you give us notice in writing within a reasonable time of discovery that a product does not comply with the warranty set out in clause 9.2;

(b) we are given a reasonable opportunity of examining such product; and

we shall, at our option, replace the defective product, or refund the price of the defective product in full.

9.4 We will not be liable for a product’s failure to comply with the warranty in clause 9.2 if:

(a) you make any further use of such product after giving a notice in accordance with clause 9.3(a);

(b) the defect arises because you failed to follow our oral or written instructions as to the storage or use of the product or (if there are none) good trade practice;

(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.

9.5 We will only be liable to you in respect of a product’s failure to comply with the warranty set out in clause 9.2 to the extent set out in this clause 9.

9.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

9.7 These terms shall apply to any replacement products supplied by us under clause 9.

9.8 Nothing in these terms shall constitute any representation or warranty that the exercise by you of the rights granted under these terms in relation to the Materials will not infringe the rights of any person.

10. PRICES AND PAYMENT

10.1 The price of the product (which excludes VAT) will be the price indicated on the order pages when you place your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 10.4 for what happens if we discover an error in the price of the product you order. The price of the products does not include the costs and charges of packaging, insurance and transport which shall be payable by you. Our delivery charges are as advised to you during the check-out process, before you confirm your order.

10.2 Prices for our products may change from time to time, but changes will not affect any order you have already placed.

10.3 All prices are displayed exclusive of amounts in respect of VAT which you shall additionally be liable to pay us at the prevailing rate. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.

10.4 It is always possible that some of the products we sell may be incorrectly priced. If the product’s correct price at your order date is higher than the price stated to you, we will accept your order and charge you for the price that was stated to you originally. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.

10.5 We accept payment with VISA, VISA Debit, MasterCard, Maestro and PayPal. You must pay for the products and all applicable delivery charges before we dispatch them.

10.6 You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11. OUR LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

11.1 References to liability in this clause 11 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, delict (including negligence), misrepresentation, restitution or otherwise.

11.2 We only supply the products and Materials for internal use by your business, and you agree not to purchase products or download the Materials on behalf of any other party.

11.3 Nothing in these terms shall limit or exclude our liability for:

(a) death or personal injury caused by the negligence of Walker’s Shortbread or any of our employees agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation;

(d) any other liability that cannot be limited or excluded by law.

11.4 Subject to clause 11.3, we will under no circumstances be liable to you for any:

(a) loss of profit, sales, business or revenue;

(b) loss or corruption of data or information;

(d) loss of anticipated savings;

(e) business interruption; or

(f) any indirect or consequential loss or damage.

11.5 Subject to clause 11.3, our aggregate liability to you for all losses arising under or in connection with the Contract shall be limited to the price of the products contained in the order from which the liability arises.

11.6 Except as expressly stated in these terms, we do not give any representations, warranties or undertakings in relation to the products or Materials. Any representation, condition or warranty which might be implied or incorporated into these terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the products or Materials are suitable for your purposes.

12. EVENTS OUTSIDE OUR CONTROL

12.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

12.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

(a) we will contact you as soon as reasonably possible to notify you; and

(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

12.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant products you have already received and we will refund the price you have paid, including any delivery charges.

13. NOTICES

13.1 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

13.2 A notice or other communication is deemed to have been received:

(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or

13.3 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

13.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

14. GENERAL

14.1 There may be legal notices on other areas of this website which relate to your use of the site, all of which will, together with these terms govern your use of this website.

14.2 We may assign or transfer our rights and obligations under the Contract to another organisation.

14.3 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree to this in writing.

14.4 The Contract is between you and us. No other person shall have any rights to enforce any of its terms.

14.5 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of the provisions of these terms shall be unlawful, void or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

14.6 If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

14.7 Your personal information will only be used as set out in our privacy policy.

15. LAW, JURISDICTION AND LANGUAGE

15.1 Any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Scotland and the courts of Scotland shall have exclusive jurisdiction to settle any such dispute or claim.

15.2 These terms and the Contract are made only in the English language.

16. TRADE WEBSITE TERMS OF USE

This clause sets out rules that apply to your use of the website (whether or not you use it to order products or just to browse).

Changes, Access and Damage.

16.1 We may amend these terms & conditions from time to time and you should re-read them each time you use the trade website. Please check this page from time to time to take notice of any changes and to ensure you understand the terms that apply at that time as they are binding on you.

16.2 We may update our site from time to time, and may change the content at any time. However, please note that any of the content on our site may be out of date at any given time, and we are under no obligation to update it.

16.3 We make every effort to ensure that this website is free from viruses or defects. However, we cannot guarantee that your use of this website, or any content on it, or any websites accessible through it will be free from errors or omissions, secure or free from bugs or viruses or that it will always be available or uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.

16.4 You are responsible for making all arrangements necessary for you to have access to our site. You are responsible for configuring your computer equipment in order to access our site. You should use your own virus protection software. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms and other applicable terms and conditions, and that they comply with them.

Account and Password.

16.5 You are responsible for maintaining the confidentiality of your password and account and any activities that occur under your account. We shall not be liable to any person for any loss or damage which may arise as a result of any failure by you to protect your password or account.

Intellectual Property Rights.

16.6 All rights, including copyright, in this website and in the material published on it are owned by or licensed to Walker’s Shortbread. Any use of this website or its contents, including copying, publishing or storing it or them in whole or part, other than for your own personal, non-commercial use is prohibited without the permission of Walker’s Shortbread. You may not modify, distribute, publish, reproduce or re-post anything on this website for any purpose.

Non-Reliance.

16.7 The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

16.8 Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content or materials on our site is accurate, complete or up to date.

Linking.

16.9 To Our Site. You may link to our website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

16.10 We reserve the right to withdraw linking permission without notice.

16.11 Third Party Links. Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

Liability for Loss or Damage.

16.12 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation. Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, as set out in clause 11 of these terms.

16.13 We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it and we will not be liable for any loss or damage, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

(a) use of, or inability to use, our site including any loss or damage which may arise to computer equipment or software as a result of using this website;

(b) use of, or reliance on, any of the information contained in any of the materials or content displayed on this website.

16.14 In particular, we will not be liable for:

(a) loss of profits, sales, business, or revenue;

(b) business interruption;

(d) loss of business opportunity, goodwill or reputation; or

(e) any indirect or consequential loss or damage.

16.15 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.

16.16 You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.