Terms of business

1. DEFINITIONS

In these Conditions:

“Contract” means a contract for the supply of Goods arising either from the Customer entering into a Trading Agreement or in the absence of a Trading Agreement, JACOBS DOUWE EGBERTS accepting the Customer’s order for Goods.

“Customer” means the person, firm or company whose order is accepted by JACOBS DOUWE EGBERTS.

“Goods” means the goods supplied to the Customer under the Contract.

“JACOBS DOUWE EGBERTS” means Jacobs Douwe Egberts GB Ltd.

“Trading Agreement” means an agreement relating, amongst other things, to the supply of Goods by JACOBS DOUWE EGBERTS to the Customer.

2. PURPOSE AND SCOPE OF THESE CONDITIONS

2.1 The purpose of these Conditions is to set out JACOBS DOUWE EGBERTS’ conditions of supplying Goods to a Customer. Where these Conditions form part of a Trading Agreement, in the event of any conflict between these Conditions and such Trading Agreement, the latter shall apply.

2.2 These Conditions cover financial, physical and administrative processes, and are applicable across all the Goods distributed via a JACOBS DOUWE EGBERTS controlled distribution network.

3. EFFICIENCY BRACKET PRICING GUIDELINE

JACOBS DOUWE EGBERTS’ price lists are constructed with consideration of the following efficiency practices in addition to achievement of the minimum order volume criteria detailed in these Conditions. Opportunities to improve efficiencies as detailed below may result in further discounts based on individual customer circumstances:

  • Efficient replenishment measured by Order Size
  • Efficient replenishment measured by Order Structure
    • Administration rebate determined by a list of criteria:
    • Volume through central warehouse
    • Pallet format
    • Multi-category warehouse
    • Ratio delivery points/customer warehouse
    • Central Ordering
    • Central Invoicing
    • EDI Orders
    • Promotional forecasting
    • Stock visibility.

4. ORDERS TO CASH PROCESS

4.1 Orders:

4.1.1 No order will be binding on JACOBS DOUWE EGBERTS until the order is accepted by JACOBS DOUWE EGBERTS supplying the Goods.

4.1.2 No order which has been accepted by JACOBS DOUWE EGBERTS may be cancelled by the Customer except with the written agreement of JACOBS DOUWE EGBERTS and on terms that the Customer shall indemnify JACOBS DOUWE EGBERTS in full against all losses (including loss of profit), costs (including the cost of all labour and materials used), charges and expenses incurred by JACOBS DOUWE EGBERTS as a result of cancellation.

4.1.3 JACOBS DOUWE EGBERTS aims to optimize the efficiency of the supply process, in partnership with its customers. In line with this objective, JACOBS DOUWE EGBERTS prefers to receive orders using EDI process and prices support this efficiency.

4.1.4 JACOBS DOUWE EGBERTS reserves the right to limit order quantities where JACOBS DOUWE EGBERTS believes the ordered quantities exceed the Customer’s normal order pattern and/or the Customer’s agreed credit limit or payment terms have been exceeded.

4.2 Order lead times (Note – all references to hours and dates exclude weekends and public holidays):

4.2.1 All chilled Goods: orders must be submitted to JACOBS DOUWE EGBERTS not less than 72 hours prior to the Customer’s requested delivery date. The 72-hour cut-off time is 12:30 p.m.

4.2.2 Equipment: delivery dates will be agreed with the Customer taking into account e.g. the type of equipment being supplied and final delivery point.

4.2.3 All other Goods:

  • Orders between 0-300 cases, orders must be submitted to JACOBS DOUWE EGBERTS not less than 120 hours prior to the Customer’s requested delivery date. The 120-hour cut-off time is 12:30 p.m.
  • Orders over 300 cases, orders must be submitted to JACOBS DOUWE EGBERTS not less than 72 hours prior to the Customer’s requested delivery date. The 72-hour cut-off time is 12:30 p.m.

4.3 Ordering unit:

The ordering unit is the SKU (stock keeping unit), which is a single case of Goods. This means the smallest delivery unit is a single case of Goods. Each ordered line quantity must be expressed as a whole number of cases.

4.4 Minimum order:

4.4.1 The minimum order quantity for any type of Goods (i.e. Coffee, Chilled, Grocery and Confectionery) is 20 cases. However, this cannot be mixed between Ambient & Chilled.

4.4.2 Any order not meeting the above minimum requirements will be subject to a surcharge of £37.52 (plus VAT), or such other amount as notified by JACOBS DOUWE EGBERTS from time to time.

4.5 Product availability:

4.5.1 All supplies of Goods are subject to availability. JACOBS DOUWE EGBERTS reserves the right to deliver orders at a future date or cancel orders at any time without incurring any liability to the Customer. If an order is cancelled, the Customer may reorder when the Goods are available. If JACOBS DOUWE EGBERTS and the Customer agree in advance, JACOBS DOUWE EGBERTS can substitute one SKU for another SKU with similar characteristics.

4.5.2 Backorders: JACOBS DOUWE EGBERTS does not operate backorder mechanics; accordingly, the Customer will be expected to reflect any shortage in future orders. Only where JACOBS DOUWE EGBERTS and the Customer have an agreed joint volume forecast for a specific event/activity is the Customer entitled to reorder any short delivered Goods at the original price and allowances.

4.6 Information on the purchase order: The Customer’s order must contain as a minimum the following information:

  • Order by party
  • Ship to party (i.e. delivery address)
  • Invoice to party
  • Paid by party
  • Customer purchase order number
  • Requested delivery date
  • Product case code and case quantity; or product consumer unit code and consumer unit quantity expressed as a whole number of cases.

4.7 Information on the EDI Orders process:

4.7.1 Orders must be received using EDI process, supported by the EANCOM or the EAN.UCC XML standards. Each of the following criteria must be fulfilled in the EDI Order process:

  • The product master data files must be aligned between the core systems of both parties (in relation to coding, palletizing, pricing) before start up of EDI Order process.
  • The EDI Orders language and norm must be agreed between the 2 parties.
  • The order must contain all the relevant information detailed in Condition 4.6.


4.7.2 JACOBS DOUWE EGBERTS does not pay any costs incurred by the Customer placing orders via EDI. All Customer data must be transmitted to JACOBS DOUWE EGBERTS in an accurate and timely manner to ensure that orders are not delayed.

4.8 Pricing:

4.8.1 Unless a quotation or tender has been submitted the price of the Goods shall be the price ruling at the date of delivery notwithstanding any price specified in any order or order acceptance.

4.8.2 Where a quotation or tender has been submitted, unless otherwise stated in writing by a duly authorized representative of JACOBS DOUWE EGBERTS, the specified price shall only remain open for acceptance by the Customer within 28 days from the date of such quotation or tender.

4.8.3 The price of the Goods shall be subject to the addition of Value Added Tax and other taxes (if any) and the cost of any special packaging required by the Customer.

4.8.4 Any increase in costs or expenses arising from any act or omission or any special requirements of the Customer or any modifications made at the Customer’s request may, at JACOBS DOUWE EGBERTS’ option, be charged to the Customer.

4.8.5 Prices quoted are subject to revision for errors and omissions at any time without any liability on the part of JACOBS DOUWE EGBERTS.

4.8.6 JACOBS DOUWE EGBERTS may modify its prices and pricing conditions unilaterally at any time. JACOBS DOUWE EGBERTS generally provides 4 week’s notification to its Customers of price changes on all Goods, although due to the commodity nature of some Goods e.g. coffee, this notification period may be less.

4.8.7 Any price variation announcement will contain two dates; the “announcement date” – the date when JACOBS DOUWE EGBERTS declares the price variation and the “effective date” – the date when the price variation becomes operative for invoicing.

4.8.8 All specific off-invoice rebates are handled via a separate process.

4.8.9 If Products are supplied in PMPs (price marked packs) these are recommended prices only and the Customer is free to resell them at different prices.

4.9 Invoicing:

The invoicing date is determined by JACOBS DOUWE EGBERTS. The JACOBS DOUWE EGBERTS invoicing date principle is that the sale is recognized on delivery.

4.10 Payment terms:

4.10.1 The payment terms are defined by JACOBS DOUWE EGBERTS and are applicable to all the orders sent by the Customer. The payment date is defined with reference to the invoice date.

4.10.2 Payments for Goods supplied must be made in full without set-off as follows:

  • Payment to invoice: Payment must be received by JACOBS DOUWE EGBERTS within 28 days from date of invoice.
  • Payment against monthly statement. Payment must be received by JACOBS DOUWE EGBERTS no later than the 14th of the month following delivery.

4.10.3 Unless the Customer specifies in writing, at the time a payment is made to JACOBS DOUWE EGBERTS, to which account and/or invoice such payment is to be allocated, JACOBS DOUWE EGBERTS may at its discretion allocate any such payment to any account or invoice relating to the Customer.

4.10.4 If JACOBS DOUWE EGBERTS does not receive payment from the Customer by the due date JACOBS DOUWE EGBERTS shall be entitled (without prejudice to any other right or remedy it may have) to:

  • Suspend all further deliveries of Goods until payment is received; and/or
  • Repudiate the Contract in which case JACOBS DOUWE EGBERTS shall be entitled to sell any Goods comprised in the Contract still in its possession and the Customer shall indemnify JACOBS DOUWE EGBERTS for any loss of profit occasioned thereby; and/or
  • JACOBS DOUWE EGBERTS shall be entitled to charge interest on the monies owing by the Customer to JACOBS DOUWE EGBERTS at the statutory rate of interest payable on late payments from time to time under The Late Payment of Commercial Debts (Interest) Act 1988 calculated on a daily basis from the date of default until the date of payment of all overdue monies.

4.10.5 Notwithstanding Condition 4.10.2 JACOBS DOUWE EGBERTS shall without prejudice to its other rights have the right by notice in writing to the Customer to vary any credit terms offered to the Customer and/or demand immediate payment of all monies due from the Customer to JACOBS DOUWE EGBERTS for any Goods delivered at any time PROVIDED that if the Customer ceases to purchase any Goods from JACOBS DOUWE EGBERTS for any reason or JACOBS DOUWE EGBERTS ceases to supply any Goods to the Customer for any reason the whole amount of any outstanding monies shall fall due for immediate payment.

4.10.6 The Customer shall indemnify and hold JACOBS DOUWE EGBERTS harmless against all costs (including legal costs on a full indemnity basis) howsoever incurred by JACOBS DOUWE EGBERTS in the course of recovering any monies not paid by the Customer for any reason on the due date.

4.10.7 JACOBS DOUWE EGBERTS may monitor and record information relating to the Customer’s trade credit performance, and such records may be made available to other organizations to assess applications for credit.

5. DELIVERY

5.1 Cost insurance freight, free warehouse:

5.1.1 Two different modes of supply can be used: shipment directly from a JACOBS DOUWE EGBERTS plant, or shipment from a JACOBS DOUWE EGBERTS warehouse.

5.1.2 JACOBS DOUWE EGBERTS and the Customer will agree in advance the agreed time schedule, standard delivery date and delivery time window.

5.1.3 Any time or date for the delivery of Goods given by JACOBS DOUWE EGBERTS shall be taken as an estimate made in good faith but shall not be binding upon JACOBS DOUWE EGBERTS as a term of the Contract or otherwise. Time for dispatch or delivery shall not be of the essence unless previously agreed in writing by a duly authorized representative of JACOBS DOUWE EGBERTS. In no circumstances shall JACOBS DOUWE EGBERTS be liable for any loss or damage sustained by the Customer in consequence of failure to dispatch or deliver within such time or by such date or in consequence of any other delay in dispatch or delivery however caused.

5.1.4 The Customer must observe agreed delivery slots and ensure each delivery is completed within 30 minutes of the delivery vehicle arriving at the delivery premises. If delivery is not completed within 30 minutes JACOBS DOUWE EGBERTS may stop the delivery and charge the Customer a delivery fee (set by JACOBS DOUWE EGBERTS) for completing the delivery at a later time or date.

5.1.5 Any specific conditions on delivery must be notified to JACOBS DOUWE EGBERTS reasonably in advance of delivery. JACOBS DOUWE EGBERTS will meet such conditions where reasonably possible.

5.1.6 The Customer must check all delivered Goods and sign and return all delivery notes to the delivery driver confirming the total number of cases delivered. Any damage, shortages, over-deliveries, mis-deliveries or other non-conformance with the Customer’s order must be notified to JACOBS DOUWE EGBERTS (and wherever possible to the delivery driver) without delay and in any event within 24 hours of delivery. Such notification must be written on or attached to a copy of the relevant delivery note and handed to the delivery driver or sent to the JACOBS DOUWE EGBERTS Customer Care Team by fax (0870 2384391) or by email. Accordingly signing a delivery note e.g. ‘unchecked’ or ‘unexamined’ is of no effect.

5.1.7 Each delivery will be accompanied by a standard delivery note containing the following information:

  • Order by party
  • Ship to party
  • Purchase Order Number
  • Product Case Code and Case Quantity
  • Actual Ship Date or Planned Delivery Date.

5.1.8 In the event of short delivery or over delivery the Customer shall not be entitled to reject the Goods or to treat the Contract as repudiated and provide JACOBS DOUWE EGBERTS reasonable access to the Goods to correct any mistake in delivery.

5.1.9 The Customer must check and sign all delivery notes at the time of delivery. The signing of the delivery notes will constitute acceptance of the Goods delivered within the meaning of Section 35 of the Sale of Goods Act 1979.

5.1.10 The Customer waives its right to reject part only of a consignment of the Goods under Section 35A of the Sale of Goods Act 1979.

5.1.11 Without prejudice to Conditions 5.1.6, 5.1.8, 5.1.9 and 5.1.10 the Customer shall be deemed to have accepted the Goods if the Customer has not notified JACOBS DOUWE EGBERTS that it has rejected the Goods within 24 hours of delivery.

5.1.12 Subject to Condition 5.1.6 JACOBS DOUWE EGBERTS will not accept any Customer complaints post delivery, and shall not in any event be liable for any loss or damage to the Goods occurring after delivery to the Customer.

5.1.13 JACOBS DOUWE EGBERTS reserves the right to put the Goods, or any portion thereof, into storage at the Customer’s risk and expense in the following cases, or in any other comparable circumstances:

  • where the Goods are about to be dispatched and the Customer notifies JACOBS DOUWE EGBERTS that the Customer is or will be unable to accept delivery of the Goods when tendered; or
  • where the Customer refuses without good cause to take delivery of the Goods or provide JACOBS DOUWE EGBERTS with the information or instructions JACOBS DOUWE EGBERTS requires in order to deliver the Goods.

6. CODING

6.1 Product coding:


6.1.1 JACOBS DOUWE EGBERTS considers material master data alignment to be the primary enabler to successful supply processes. Specific programs should be initiated to improve accuracy of data in the core systems of both parties (coding, palletizing, weight, size, naming …), in common with national or international standards

6.1.2 JACOBS DOUWE EGBERTS follows national or international standards for the coding of its products, in line with the following:

  • the GTIN (Global Trading Identification Number) will be based on the EAN.UCC product numbering system and allow for the unique global identification of a product
  • each consumer unit will be identified by a unique EAN-13 code, or for some situations, i.e. small packs, by a unique EAN-8 code
  • each Stock Keeping Unit (case) will be identified by a unique EAN-14 code
  • each Shipping Unit (full pallet) will be identified by a unique, serialized number, the SSCC-18 code. This code is exclusively numerical. It does not identify a certain product but a logistical unit.


6.1.3 JACOBS DOUWE EGBERTS does not use or record Customer product codes.

6.2 JACOBS DOUWE EGBERTS locations coding:

JACOBS DOUWE EGBERTS follows national or international standards for the coding of its locations, in particular:

  • GLN (Global Location Number)

The Global Location Number (GLN) is based on the EAN.UCC location numbering system and allows for the unique global identification of any location in the supply chain.

6.3 Customer locations coding:

JACOBS DOUWE EGBERTS follows national or international standards for the coding of different Customer locations, in particular GLN, across:

  • Sold-to-party: the legal entity which places the order
  • Ship-to-party: the physical entity JACOBS DOUWE EGBERTS delivers ordered Goods to
  • Bill-to-party: the functional entity JACOBS DOUWE EGBERTS invoices Goods to
  • Payer: the functional entity which pays the invoice.

7. TRANFER OF RISK AND TITLE

7.1 Transfer of risk:

It is expressly agreed that risk in the Goods shall be transferred to the Customer either:

  • when the Goods arrive at the Customer’s premises or at one of the warehouses designated by the Customer, where the Goods are unloaded by the Customer or its agents; or
  • when the Goods are unloaded, where JACOBS DOUWE EGBERTS or JACOBS DOUWE EGBERTS’ contractors unload the Goods.


7.2 Transfer of title:

7.2.1 It is expressly agreed that the title to Goods supplied shall remain with JACOBS DOUWE EGBERTS until full payment is received for those Goods together with all other amounts owed by the Customer.

7.2.2 If the Customer fails to pay any amount owed to JACOBS DOUWE EGBERTS when due, JACOBS DOUWE EGBERTS shall have the right (without prejudice to any other rights it may have) to repossess and resell any Goods to which it has retained title and the Customer hereby grants an irrevocable right and licence to JACOBS DOUWE EGBERTS to enter upon the Customer’s premises during normal business hours for the purpose of repossessing Goods to which JACOBS DOUWE EGBERTS has retained title. This right and licence is without prejudice to any accrued rights of JACOBS DOUWE EGBERTS under the Contract with the Customer or otherwise.

7.2.3 Notwithstanding this Condition 7.2, JACOBS DOUWE EGBERTS shall be entitled to bring an action against the Customer for the price of the Goods or for any other remedy available to it in the event of non payment by the Customer by the due date.

7.2.4 Until title to the Goods has passed to the Customer pursuant to this Condition 7.2, the Customer shall:

  • hold all Goods in its possession on a fiduciary basis as JACOBS DOUWE EGBERTS’ bailee;
  • store the Goods (at no cost to JACOBS DOUWE EGBERTS) separately from all other goods of the Customer or any third party in such a way that the Goods remain readily identifiable as JACOBS DOUWE EGBERTS’ property;
  • not destroy, deface or obscure any identifying mark or packing on or relating to the Goods; and
  • maintain the Goods in satisfactory condition and keep them insured on JACOBS DOUWE EGBERTS’ behalf for their full price against all risks to JACOBS DOUWE EGBERTS’ the reasonable satisfaction. On request the Customer shall produce the insurance policy to JACOBS DOUWE EGBERTS.

8. PRODUCT QUALITY

8.1 Conformity:

8.1.1 All Goods are warranted to comply with the Food Safety Act 1990 and current legislation relating to the manufacture and supply of food. Catering packs not intended for sale by retail are excluded from warranties applicable only to retail products. The Goods are packed and labeled for the UK Market. Packaging labeling and ingredient laws and regulations may vary for other countries and accordingly JACOBS DOUWE EGBERTS cannot accept any liability whatsoever arising from the Goods being sold in any other country.

8.1.2 By establishing a strict distribution control process across all the supply chain, especially in relation to Temperature and Hygienic standards, JACOBS DOUWE EGBERTS is committed to maintaining high product quality standards. In tracking consumer complaints on a brand and on a Customer axis, JACOBS DOUWE EGBERTS aims to identify ad-hoc action plans with the Customer to decrease complaint trends. JACOBS DOUWE EGBERTS’ objective is to avoid heat damage to the Goods during transportation and consequently to minimize substandard quality Goods being delivered to the Customer

8.1.3 JACOBS DOUWE EGBERTS endeavours to maintain the correct T° and hygienic control of Goods from its production units until delivery to the Customer. The Customer should agree with JACOBS DOUWE EGBERTS on the best procedures in relation to T° and hygienic control across the total supply chain.

8.2 Storage conditions:

8.2.1 The Customer will comply at all times with the appropriate storage conditions for the different product categories contained in the packaging or labels of the Goods and as detailed below:

  • Ambient Storage
    • Prevailing conditions with no control over temperature applied.
    • Typical temperature range: + 5°C to + 35°C.
  • Chilled /Refrigerated Storage:
    • Temperature controlled within a defined range of + 1°C to + 8°C.
    • Humidity range not defined.
    • Monitoring of temperature carried out using calibrated recording equipment.
    • Procedures in place to assure that products are pre chilled to required temperature prior to loading, and vehicles are pre chilled prior to loading for distribution.
  • Temperature Controlled/Conditioned Storage:
    • Temperature controlled within a defined range of + 14°C to + 18°C.
    • Humidity ideally between 50-65%,
    • Monitoring of temperature and humidity carried out using calibrated recording equipment.


8.2.2 The Customer shall at all times comply with any instructions as to storage contained in JACOBS DOUWE EGBERTS’ specifications relating to the Goods or contained on the packaging or labels of the Goods and comply with all legislation relating to the Goods (including without limitation the storage, packaging, labeling and supply of the Goods to its own customers) and shall not use or re-sell or otherwise supply or offer to supply to third parties any of the Goods after their “Best Before” dates have expired.

8.2.3 The Customer undertakes to indemnify and keep JACOBS DOUWE EGBERTS indemnified against any liability, claim, damage, loss, cost or expense that JACOBS DOUWE EGBERTS may incur arising out of the Customer’s breach of this Condition 8.2.

8.3 Best before dates:

In accordance with food labeling regulations, companies are required to carry ‘Open Date Marking’ on certain food and drink products. On all relevant Goods the ‘Best Before’ date is printed on the pack & the outer cases display the ‘Best Before’ date on the side of the case. Upon request JACOBS DOUWE EGBERTS can supply the Customer with the general rules of remaining shelf life by product category.

8.4 Claims:

8.4.1 Except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), JACOBS DOUWE EGBERTS’ liability, in respect of Goods supplied to the Customer, is limited as provided in these Conditions, and all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.4.2 Where the Goods are sold to a consumer (as defined in the Unfair Contract Terms Act 1977) their statutory rights are not affected by anything in these Conditions.

8.4.3 Subject to Condition 5.1.6 any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall be notified to JACOBS DOUWE EGBERTS within 7 days after discovery of the defect or failure, and in any event within 6 months of delivery of Goods which are equipment, and in respect of all other types of Goods before the expiration of any "Best Before" dates applicable to such Goods.

8.4.4 If delivery of any Goods is not refused at the time of delivery, and the Customer does not notify JACOBS DOUWE EGBERTS that it rejects the Goods in accordance with Condition 5, the Customer shall not be entitled to reject the Goods and (subject to Condition 8.4.3) JACOBS DOUWE EGBERTS shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

8.4.5 In the case of any claim that the Goods (other than equipment) are defective or otherwise fail to meet specification, at JACOBS DOUWE EGBERTS’ request, the Customer shall by such means as JACOBS DOUWE EGBERTS may reasonably specify forward to JACOBS DOUWE EGBERTS a sample of the Goods in question together with details of the consignment in which the Goods were contained. In all such cases the Customer shall immediately cease to use all similar Goods received under the same consignment and the Customer shall immediately give to JACOBS DOUWE EGBERTS all facilities which it reasonably requires to check (where appropriate) that the Goods have been stored by the Customer under the correct conditions and to check any tests or assessments of the Goods made or to be made by the Customer.

8.4.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to JACOBS DOUWE EGBERTS in accordance with these Conditions, JACOBS DOUWE EGBERTS shall be entitled to repair or replace such Goods free of charge or, at JACOBS DOUWE EGBERTS’ sole discretion, credit the Customer with the price of such Goods, but JACOBS DOUWE EGBERTS shall have no further liability to the Customer.

8.4.7 Any claim by the Customer that there has been no delivery or a shortfall in the quantity of the Goods delivered must be notified to JACOBS DOUWE EGBERTS in accordance with Condition 5. If JACOBS DOUWE EGBERTS has failed to deliver all or part of the Customer's order for the Goods for any reason other than a cause beyond JACOBS DOUWE EGBERTS’ reasonable control or the Customer’s fault, JACOBS DOUWE EGBERTS shall be entitled at its sole discretion either to supply additional Goods, to the Customer to make up such shortfall, or credit the Customer with the price of such Goods, but JACOBS DOUWE EGBERTS shall have no further liability to the Customer.

8.4.8 In default of compliance with the provisions of this Condition 8 all claims by the Customer (other than claims arising from negligence and resulting in personal injury or death) are hereby expressly agreed to be barred and any damage suffered by any Goods shall be deemed to have occurred following delivery unless the contrary is proved by the Customer to the reasonable satisfaction of JACOBS DOUWE EGBERTS.

8.4.9 Except in respect of death or personal injury caused by JACOBS DOUWE EGBERTS’ negligence, or liability for defective products under the Consumer Protection Act 1987, JACOBS DOUWE EGBERTS shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition, or other term, or any duty at common-law, or under the express terms of the Contract, for any loss or damage (whether for loss of profit, loss of business, loss of contracts, loss of goodwill or otherwise), or for any indirect, special or consequential loss or damages, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of JACOBS DOUWE EGBERTS, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Customer.

8.4.10 Except as expressly provided in these Conditions, the entire liability of JACOBS DOUWE EGBERTS whether under the Contract or in tort or otherwise shall not exceed the price of the Goods.

8.4.11 If a Court finds that it would not be reasonable for JACOBS DOUWE EGBERTS to rely upon the exclusions or limitations contained in these Conditions it is expressly agreed that JACOBS DOUWE EGBERTS’ liability in respect of any claim in any event shall be limited to such sum as JACOBS DOUWE EGBERTS may by reasonable steps be able to obtain under any insurance it may have which covers the Customer's claim.

9. PRODUCT SPECIFICATIONS

9.1 Description:

9.1.1 JACOBS DOUWE EGBERTS’ specifications, brochures, catalogues, price lists and all descriptions of the Goods contained therein are merely indications of the kind of goods supplied by JACOBS DOUWE EGBERTS and no particulars contained in any of them shall bind JACOBS DOUWE EGBERTS unless otherwise expressly agreed in writing by a duly authorized representative of JACOBS DOUWE EGBERTS.

9.1.2 JACOBS DOUWE EGBERTS reserves the right to make alterations to the design, appearance and specification/recipe and/or the packaging of the Goods and its advertised information concerning such Goods from time to time. Where such alterations are, in the reasonable opinion of JACOBS DOUWE EGBERTS, likely to be material, JACOBS DOUWE EGBERTS shall give the Customer prior notice of such alterations.

9.2 Pallets:

The Chep pallet is the standard pallet used by JACOBS DOUWE EGBERTS. All such pallets are the property of GKN-Chep Ltd (“Chep”) and are delivered ex JACOBS DOUWE EGBERTS to the Customer on a one way trip basis (not one for one exchange). Chep are responsible for collection of empty pallets from the Customer’s site(s). The Customer is therefore required to register its site(s) with Chep and make empty pallets available for collection without delay when Chep attends such site(s).

9.3 Traceability:

JACOBS DOUWE EGBERTS is developing a traceability process based on EAN128 pallet labeling till delivery to the Customer. To further develop and guarantee end-to-end traceability, JACOBS DOUWE EGBERTS needs to work in collaboration with the Customer to enable the Customer to trace the Goods in its responsibility area.

10. KEY PERFORMANCE INDICATORS

10.1 To assist JACOBS DOUWE EGBERTS in developing its Continuous Improvement process, JACOBS DOUWE EGBERTS will establish and measure together with the Customer the following KPI:

  • Case Fill Rate (service rate in cases): measured as a % of the number of compliant cases received by the Customer’s warehouses out of the total number of cases initially ordered by the Customer.


10.2 JACOBS DOUWE EGBERTS does not accept and will not pay any penalties linked with the above KPI (or with any other logistic indicators), but will use such KPI as part of its Continuous Improvement process to achieve the following

  • Optimal on shelf availability
  • Alignment with the Customer’s KPIs
  • Agreed objectives
  • Identified derailers
  • Agreed action plan.


10.3 To enable JACOBS DOUWE EGBERTS to achieve the above it would like the Customer to share the following:

  • Case Fill Rate (service rate in cases): Measured as a % of the number of compliant cases received by the Customer’s stores out of the total number of cases initially ordered by the Customer from its warehouses.
  • On Shelf Availability (service rate to the shopper in consumer units): definition and measurement to be agreed with the Customer.

11. PROMOTIONAL/EVENT MANAGEMENT

11.1 The Customer will agree and commit to a process with JACOBS DOUWE EGBERTS on promotional/event management, to cover:

  • Agreed product codification for the specific promotional SKU
  • Agreed timetable and lead-time of the event
  • Collaborative forecasting to include anticipated order patterns for duration of promotion
  • Respect of a due date and pacing for final quantity ordering and delivering.


11.2 Exchange of event EPOS data (Electronic Point of Sale data) between the Customer and JACOBS DOUWE EGBERTS improves the overall supply chain process; it may be mandatory for some promotions/events (e.g. ‘buy one, get one free’).

12. FORCE MAJEURE

If the performance of the Contract by JACOBS DOUWE EGBERTS shall be delayed or prevented by any circumstances or conditions beyond the reasonable control of JACOBS DOUWE EGBERTS including (but without prejudice to the generality of the foregoing) war, industrial dispute, strike, lock-out, riot, fire, storm, Act of God, accident, non-availability or shortage of materials or labour, any statute, rule, bye-law, order or requisition made or issued by any legislature, Government or Government Department, local or other duly constituted authority, then JACOBS DOUWE EGBERTS shall without liability to the Customer have the right at its sole discretion either to suspend further performance of the Contract until such time as the cause of the delay or prevention shall no longer be present or to be discharged from further performance under the Contract. If JACOBS DOUWE EGBERTS decides to discharge itself from further performance under the Contract the Customer shall thereupon pay the Contract price less a reasonable allowance for what has not been performed by JACOBS DOUWE EGBERTS.

13. GENERAL

13.1 Anti-money laundering:

It is contrary to the operating policy of JACOBS DOUWE EGBERTS to receive payment of monies which do not have a legitimate and lawful origin or have arisen from illegal or immoral activities. Accordingly, the Customer hereby warrants that all payments made to JACOBS DOUWE EGBERTS are from monies derived from legal trade activities and that it will indemnify and keep JACOBS DOUWE EGBERTS indemnified against any liability, claim, damage, loss, cost or expense that JACOBS DOUWE EGBERTS may incur in respect of any breach of such warranty.

13.2 Trademarks:

JACOBS DOUWE EGBERTS products and related materials feature trademarks and service marks that are the property of, or are licensed to JACOBS DOUWE EGBERTS and its various affiliates. They may also feature trademarks or service marks of third parties. All these trademarks are the property of their respective owners, and the Customer agrees not to use or display them in any manner without the prior written permission of the trademark owner.

13.3 Set off:

JACOBS DOUWE EGBERTS may (but is not obliged) at any time (without notice to the Customer) set off any liability of JACOBS DOUWE EGBERTS to the Customer against any liability of the Customer to JACOBS DOUWE EGBERTS (in either case howsoever arising and whether any such liability is present or future, liquidated or unliquidated and irrespective of the currency or its denomination) and may for such purpose convert or exchange any currency. Any exercise by JACOBS DOUWE EGBERTS of its rights under this Condition shall be without prejudice to any other rights or remedies available to JACOBS DOUWE EGBERTS under the Contract or otherwise.

13.4 Proper law and jurisdiction:

The Contract (including these Conditions) shall be construed in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.

13.5 Interpretation:

13.5.1 All prices quoted by JACOBS DOUWE EGBERTS are based upon these Conditions and reflect the limitations upon JACOBS DOUWE EGBERTS’ liability which they contain.

13.5.2 All offers are accepted and all Goods are sold subject to and upon these Conditions. The Customer shall be deemed to have agreed to these Conditions in relation to all present and future dealings between the parties.

13.5.3 No conditions of purchase proposed or stipulated by the Customer and no other terms, conditions, warranties, particulars, standards, criteria, specifications and other matters whether written or oral, express or implied shall form part of or be deemed to be incorporated into these Conditions and/or the Contract unless agreed in writing by a duly authorised representative of JACOBS DOUWE EGBERTS.

13.5.4 No agent or salesman of JACOBS DOUWE EGBERTS has authority to give any guarantee or warranty on behalf of JACOBS DOUWE EGBERTS or to transact business other than on the (unamended) terms of these Conditions.

13.5.5 All previous representations are to be regarded as superseded by these Conditions and are not to be seen as forming part of the Contract unless confirmed in writing by a duly authorised representative of JACOBS DOUWE EGBERTS and the Customer acknowledges that it has not relied on and (save in the case of any fraudulent misrepresentation) waives any claim for breach of such representations which have not been so confirmed in writing.

13.5.6 Words importing the singular shall unless the context otherwise requires include the plural and vice versa, words importing a gender shall include every gender and all references to persons shall include bodies corporate or unincorporate.

13.5.7 Any reference herein to a statutory provision shall include such provision as from time to time modified or re-enacted and shall include also any past statutory provisions (as from time to time modified or re-enacted) which such provision has directly or indirectly replaced and shall include any orders regulations instruments or other subordinate legislation made under the relevant statute.

13.5.8 JACOBS DOUWE EGBERTS shall in its absolute discretion be entitled to carry out its obligations under the Contract through any agent or sub-contractor appointed by it from time to time for that purpose.

13.5.9 JACOBS DOUWE EGBERTS shall be entitled to assign in whole or part the benefit (subject to the burden) of the Contract and its rights under these Conditions to any third party. The Contract shall be personal to the Customer and may not be assigned without the prior written consent of JACOBS DOUWE EGBERTS.

13.5.10 No variation or waiver of any of the provisions of the Contract or these Conditions shall be binding unless contained in a single written instrument signed by a duly authorised representative of JACOBS DOUWE EGBERTS and the Customer.

13.5.11 No waiver or forbearance by either JACOBS DOUWE EGBERTS or the Customer of a breach by the other of any of these Conditions shall be deemed to be a waiver of any subsequent breach of the same or any other Condition.

13.5.12 All rights granted to JACOBS DOUWE EGBERTS and the Customer under these Conditions shall be cumulative and no exercise by either JACOBS DOUWE EGBERTS or the Customer of any of their rights under these Conditions shall restrict or prejudice their exercise of any other right granted by these Conditions or otherwise available to them.

13.5.13 Any notice given by one party to the other under these Conditions shall be in writing and deemed served if left at or sent by recorded or registered post to JACOBS DOUWE EGBERTS’ or the Customer's principal place of business (as appropriate) and any such notice shall be deemed to have been received on the date it was left at such address or forty eight hours after the date it was posted as the case may be.

13.5.14 Without prejudice to Condition 13.5.9 a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term or condition of the Contract (including without limitation these Conditions) but this shall not affect any right or remedy of a third party which exists or is available apart from that Act.

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