Sellar Market Supply of Goods Terms and Conditions
Last Updated | March 1st, 2025
Introduction
(these introductory provisions do not form part of the Contract)
Who are these terms between
These Sellar Market Supply of Goods Terms and terms are between:
- the Supplier; and
- 2. the Buyer,
processing accepted orders on Sellar Market.
Waffle Tech Limited (trading as Sellar) (“Sellar”) acts as an agent for the Supplier for orders processed via Sellar Market but is not a party to any contract (including the Contract) formed on the basis of these terms.
When these terms apply
These terms apply to suppliers and buyers using Sellar Market. “Sellar Market” is one of Sellar’s suite of products forming part of Sellar’s online platform for the craft drinks industry and specifically enables suppliers and buyers to connect.
Once an order requested by the Buyer on Sellar Market is accepted by the Supplier, a contract on the terms below (from “Contract Terms” onwards) is formed directly between the Supplier and the Buyer (“Contract”) as required by and in accordance with:
- for the Buyer: the Sellar Terms and Terms for Buyers (“Buyer Terms”)
- for the Supplier: the Sellar Market Terms and Conditions (“Supplier Terms”)
The Buyer’s and Supplier’s use of Sellar Market is also governed by the Buyer Terms and Supplier Terms respectively and whilst the Contract is not between Sellar and Buyer or Sellar and Supplier, these terms should be read in conjunction with the Buyer Terms and Supplier Terms and they shall apply to the extent relevant to the Order and be incorporated into the Contract mutatis mutandis.
Contract Terms
(the following terms do form part of the Contract)
1. This Contract
These terms:
(a) Apply to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
(b) Should be read in conjunction with:
(i) the Sellar Terms and Terms for Buyers; and
(ii) the Sellar Market Terms and Conditions,
which shall apply to the extent relevant to the Order and be incorporated into this Contract mutatis mutandis.
2. Orders
Orders will be:
(a) placed by the Buyer in accordance with Part B of the Buyer Terms, except that any reference to “Supplier Specific Ts&Cs” shall be replaced with these terms (“Order”); and
(b) acknowledged and accepted by the Supplier in accordance with clause 3 of the Supplier Terms.
3. Goods.
The goods the subject of an Order are as described and offered for sale by the Supplier to the Buyer on Sellar Market (the “Goods”).
4. Delivery and collection
4.1 The Order will set out the:
(a) Delivery or collection location for the Goods; and
(b) Delivery charges,
but otherwise the Supplier shall deliver the Goods in accordance with Supplier’s own deliveries policy stated to the Buyer on Sellar Market at the time of the Order, including in relation to:
(c) Buyer’s acceptance of delivery of the Goods;
(d) when delivery of the Goods is deemed complete;
(e) the Supplier’s rights should the Buyer not accept delivery,
and any other terms relating to delivery of the Goods.
4.2 If the Goods include a keg(s) the Buyer is responsible for:
(a) arranging for collection of the keg(s) with the Supplier; or
(b) (if the kegs(s) are single-use) disposing of the keg(s) in a suitable manner. 2
5. Quality
5.1 The Supplier warrants that on delivery the Goods shall:
(a) conform with their description; and
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by the Supplier to the Buyer.
5.2 For any breach of the warranty at clause 5.1 above the Supplier shall, at its option, repair, replace, or refund the price for, the defective Goods in accordance with the Supplier’s own repair and returns policy (which may be stated to the Buyer on Sellar Market).
5.3 Except as provided in clause 5.2, the Supplier shall have no liability to the Buyer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.4 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 this Contract.
6. Title and risk
6.1 The risk in the Goods shall pass to the Buyer on completion of delivery.
6.2 Title to the Goods shall not pass to the Buyer until the earlier of:
(a) the Supplier receiving payment in full (in cash or cleared funds) for the Goods; or
(b) the Buyer reselling the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in clause 6.4.
6.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
(a) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and
(d) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Buyer.
6.4 Subject to clause 6.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Buyer resells the Goods before that time:
(a) it does so as principal and not as the Supplier’s agent; and
(b) title to the Goods shall pass from the Supplier to the Buyer immediately before the time at which resale by the Buyer occurs.
6.5 At any time before title to the Goods passes to the Buyer, the Supplier may:
(a) by notice in writing, terminate the Buyer's right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
6.6 If:
(a) the Goods consist of a keg(s) with liquid inside; and
(b) the Supplier (i) during the order process (ii) in the Supplier Specific Ts&Cs or (iii) otherwise conveys that the keg(s) element of the Goods will remain the property of the Supplier,
then title to the keg(s) element of the Goods will not pass to the Buyer in accordance with clause 6.2.
7. Price and payment
7.1 The price of the Goods shall be the price set out in the Order.
7.2 Whether the price of the Goods includes or excludes:
(a) value added tax (VAT); and
(b) the costs and charges of packaging, insurance and transport of the Goods, will be set out on Sellar Market at the time of the Order.
7.3 The Supplier may, by giving notice to the Buyer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Supplier adequate or accurate information or instructions.
7.4 The Supplier may invoice the Buyer for the Goods in accordance with Supplier’s own payment terms stated to the Buyer on Sellar Market at the time of the Order.
7.5 If the Buyer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 9, the Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.6 All amounts due under this Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Limitation of liability
8.1 References to liability in this clause 8 include every kind of liability arising under or in connection with this Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2 Nothing in this Contract limits any liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; (d) defective products under the Consumer Protection Act 1987; or
(e) any liability that legally cannot be limited.
8.3 Subject to clause 8.2, the Supplier's total liability to the Buyer shall not exceed the total order value (price) due by the Buyer to the Supplier under this Contract.
8.4 Subject to clause 8.2, the following types of loss are wholly excluded: (a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
8.5 This clause 8 shall survive termination of the Contract.
9. Termination
9.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Buyer if the Buyer commits a material breach of any term of this Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of the Buyer being notified in writing to do so.
9.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under this Contract or any other contract between the Buyer and the Supplier if the Supplier reasonably believes that the Buyer is about to become subject to an insolvency event, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.
9.3 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.
9.4 On termination of this Contract for any reason the Buyer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Buyer immediately on receipt.
9.5 Termination of this Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.
9.6 Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
10. General
10.1 Force majeure. Neither party shall be in breach of this Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from an event, circumstance or cause beyond a party's reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for one month, the party not affected may terminate this Contract by giving 14 days' written notice to the affected party.
10.2 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under this Contract.
(b) The Buyer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Contract without the prior written consent of the Supplier.
10.3 Entire agreement.
(a) This Contract constitutes the entire agreement between the parties.
(b) Each party acknowledges that in entering into this Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
10.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.5 Waiver.
(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
10.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 10.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
10.7 Notices.
(a) Any notice given to a party under or in connection with this Contract shall be in writing and shall be sent by email to:
(i) the Supplier, as specified on Sellar Market.
(ii) the Buyer, as specified on Sellar Market.
(b) Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
10.8 Third party rights. This Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
10.9 Governing law. This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
10.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.