Wholesale Supply Agreement
Happy Crumb Bakery
Wholesale Supply Agreement
This Wholesale Supply Agreement is entered into between:
Supplier:
Happy Crumb Bakery LTD
124 City Road,
London
EC1V 2NX
Company Number 15817046
and
The Wholesale Partner:
Together referred to as “the Parties”.
1. Scope of Supply
Happy Crumb Bakery agrees to supply baked goods to the Wholesale Partner on a wholesale bases.
Wholesale information, including current product ranges. Indicative pricing, minimum order quantities, lead times, delivery options and supporting documentation is available via the Happy Crumb Bakery wholesale portal, and/or communicated with partners via email.
Information displayed within the wholesale portal is provided for reference and guidance and may be updated from time to time.
The specific products, prices, quantities and delivery arrangements applicable to each order are confirmed at the point the order is accepted by Happy Crumb Bakery.
2. Orders
Orders may be placed via the Happy Crumb Bakery wholesale portal or through other agreed ordering methods.
All orders submitted by the Wholesale Partner constitute an offer to purchase and are subject to acceptance by Happy Crumb Bakery.
An order is deemed accepted once confirmed by Happy Crumb Bakery, either through the wholesale portal or via written confirmation.
Order cut off times, lead times and delivery dates are displayed int he wholesale portal and may vary by product or delivery method.
Requests to amend or cancel an order may be accepted prior to production commencing. Once production has commenced, amendments or cancellations may not be possible.
3. Pricing & Payment
All prices are exclusive of VAT unless stated otherwise.
Current indicative pricing is displayed within the Happy Crumb Bakery wholesale portal and may be updated from time to time.
The prices applicable to each order are those confirmed by Happy Crumb Bakery at the point of order acceptance.
Recommended retail prices provided by Happy Crumb Bakery to support consistent brand positioning across retail and wholesale channels. The Wholesale Partner agrees not to advertise or sell Happy Crumb Bakery products at prices materially below the recommended retail price without prior written agreement.
Happy Crumb Bakery reserves the right to amend pricing with reasonable notice. Any pricing changes will not apply to orders already accepted.
4. Payment Terms
Payment terms are agreed prior to first supply.
Unless otherwise agreed in writing. Unless otherwise agreed in writing, all orders are supplied on a pro forma basis and must be paid in full before production commences.
Where credit terms are agreed, invoices must be settled within the agreed payment period stated not he invoice.
Happy Crumb Bakery reserves the right to suspend or withhold supply where payment is overdue until the account is brought up to date.
The Wholesale Partner is responsible for ensuring payments are made on time in accordance with the agreed terms.
Happy Crumb Bakery reserves the right to withdraw credit terms at any time.
5. Delivery & Risk
Delivery methods, delivery dates and any applicable delivery charges are confirmed at the point of order acceptance.
Where courier delivery is used, delivery times are estimates only and are subject to third party carrier performance.
Risk in the goods passes to the Wholesale Partner on delivery.
The Wholesale Partner must inspect goods on receipt and notify Happy Crumb Bakery of any issues, including damage, shortages, or quality concerns, within 24 hours of delivery.
Happy Crumb Bakery will use reasonable efforts to resolve any verified issues reported within this timeframe.
6. Storage & Handling
The Wholesale Partner agrees to store, handle, and display all products in accordance with the storage and handling guidance provided by Happy Crumb Bakery.
Happy Crumb Bakery accepts no liability for deterioration in quality, safety, or presentation resulting from improper storage, handling, defrosting, or display after delivery.
The Wholesale Partner is responsible for ensuring products are sold within the stated shelf life and in compliance with applicable food safety regulations.
7. Allergens & Food Safety
Happy Crumb Bakery provides full allergen information for all products supplied.
Products are produced in a registered kitchen in accordance with applicable food safety legislation.
The Wholesale Partner is responsible for ensuring that accurate allergen information is clearly displayed and communicated to end consumers in line with legal requirements.
Happy Crumb Bakery accepts mo liability for failures in allergen communication or compliance arising after delivery.
8. Branding & Representation
The Wholesale Partner must not alter, misrepresent, or misuse Happy Crumb Bakery branding, product names, or descriptions.
Happy Crumb Bakery branding may only be used with prior consent and in accordance with any brand guidance provided.
Participation in branded display, promotional, or partner programmes offered by Happy Crumb Bakery is optional and subject to separate terms where applicable.
The Wholesale Partner must not present Happy Crumb Bakery products in a manner that could reasonably damage the brands reputation.
9. Termination
Either party may terminate this agreement by providing written notice.
Happy Crumb Bakery reserves the right to terminate this agreement with immediate effect where the Wholesale Partner:
- Fails to make payment in accordance with agreed terms.
- Misrepresents Happy Crumb Bakery products or brand.
- Commits a material breach of this agreement.
- Fails to comply with applicable food safety or allergen requirements.
Termination of this agreement will not affect any rights or obligations accrued prior to termination, including payment for goods already supplied.
10. Liability
Happy Crumb Bakery’s liability in respect of any claim arising out of or in connection with the supply of goods is limited to the value of goods supplied and paid for under the relevant order.
Happy Crumb Bakery is not liable for any indirect, incidental, or consequential losses, including loss of profit, loss of business, or loss of opportunity,
Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, or for any liability which cannot be limited or excluded under applicable law.
11. Governing Law & Jurisdiction
This agreement is governed by and constructed in accordance with the laws of England and Wales.
The parties submit to the exclusive jurisdiction of the courts of England and Wales.
12. Acceptance
By accessing the Happy Crumb Bakery Wholesale Portal and placing orders, the Wholesale Partner confirms acceptance of the terms of this agreement.