Supplier Terms

Note: Schedules will be provided to Suppliers alongside Key Terms and a related Order Form.

Background
1. Modern Milkman operate an online grocery delivery platform, enabling end-customers to place orders for grocery goods and other products for delivery in certain areas within the United Kingdom.
2. The Supplier is in the business of manufacturing, preparing and/or supplying food, beverage and/or other grocery Goods.
3. Modern Milkman wishes to appoint and the Supplier wishes to be appointed to supply certain Goods to Modern Milkman, on the Standard Terms set out in this Agreement and each Order.
4. This Agreement comprises:
  1. the Order Form;
  2. the Supplier Agreement Standard Terms; and
  3. the Schedules.
Basis of Agreement
1. This Agreement establishes the contractual framework pursuant to which Modern Milkman may make Orders for the supply of Goods by the Supplier.
2. Each Order agreed between Modern Milkman and the Supplier pursuant to clause 8 shall constitute a separate Call-Off Contract for the supply of the Goods specified in that Order.
3. The Standard Terms of this Agreement shall govern and shall be deemed to be incorporated into each Order (except those terms which are expressly stated not to be incorporated into an Order or which, by their nature, mean that they should not be incorporated into an Order).
4. If there is a conflict between the Supplier Agreement Standard Terms and any Order Form then, unless stated expressly otherwise, such conflict shall be resolved by giving precedence to:
  1. first, the terms of the Order as set out in the relevant Order Form; and
  2. second, the Supplier Agreement Standard Terms (including the Schedules).
Commencement and Duration
1. Unless terminated earlier in accordance with its terms, this Agreement shall commence on the Commencement Date and shall continue for a period of two years (the “Term”).
2. Unless terminated earlier in accordance with the terms of this Agreement, a Call-Off Contract shall continue until the earlier of:
  1. termination or expiry of the Agreement; or
  2. a written notice of not less than three months by one party to the other to terminate that Call-Off Contract.
3. This Agreement, and all rights and licenses granted hereunder, shall terminate automatically at the end of the Term, unless the parties have expressly agreed to extend the Term in writing prior to its expiry.
Modern Milkman’s Obligations
1. Modern Milkman shall:
  1. co-operate with the Supplier in all matters relating to these Standard Terms;
  2. propose a feedback and complaints procedure to implement within 6 months of the date of the first Order Form; and
  3. use its reasonable endeavours to provide to the Supplier details of its reasonable requirements in respect of the Goods sufficiently well in advance and as is reasonably necessary to enable the Supplier to plan and programme its delivery of the relevant Goods.
The Supplier’s Obligations
1. The Supplier warrants and represents to Modern Milkman that it shall:
  1. provide the Goods in full co-operation with Modern Milkman, with reasonable skill and care and in accordance with Good Industry Practice;
  2. take all reasonable steps to ensure that no damage is caused by the Supplier, its employees or agents to any vehicles, equipment or other property belonging to Modern Milkman or its Operatives;
  3. ensure that any Operatives familiarise themselves with and comply with all health and safety rules and regulations of Modern Milkman;
  4. comply with the Supplier Code of Conduct as updated and notified to the Supplier from time to time by Modern Milkman;
  5. comply with the Service Levels;
  6. hold all of the Accreditations and notify Modern Milkman if it loses or becomes likely to lose an Accreditation; and
  7. obtain and maintain all necessary licences and consents and comply with all relevant legislation (or procure the same to be obtained, maintained and/or observed by all Operatives) in relation to the employees, equipment and vehicles of the Supplier and its Supply Chain Partners insofar as those employees, equipment and vehicles are involved (or used) in the provision of Goods.
Service Levels and Performance Standards
1. The Supplier shall ensure that the supply of Goods delivered pursuant to an Order meet or exceed the Service Levels at all times from the Commencement Date.
2. The Supplier shall notify Modern Milkman promptly of any actual or prospective failure to meet the Service Levels and the parties shall discuss in good faith how to remedy the failure or prevent a prospective failure and to ensure that it does not happen again.
3. Service Credits shall be shown as a deduction from the amount due from Modern Milkman to the Supplier in the next invoice due to be issued under this Agreement. The parties agree that any such Service Credits have been calculated as, and are, a genuine pre-estimate of the loss likely to be suffered by Modern Milkman.
4. Modern Milkman and the Supplier shall review the Service Levels quarterly throughout the Term and the Supplier shall implement any changes to the Service Levels notified to it to reflect changes in Modern Milkman’s requirements within thirty (30) calendar days of receiving written notice of the same.
5. Where a sum is expressed to be payable as a Service Credit the parties agree that:
  1. Modern Milkman has a legitimate interest in ensuring that it can recover losses suffered as a result of the Supplier’s failure to meet the relevant Service Level; and
  2. the Service Credits set out in the Service Level Docuemnt are not out of all proportion to such interest.
6. The payment of Service Credits is without prejudice to any other remedy available to Modern Milkman, whether under this Agreement, common law, or in equity (and such Service Credits are not to be taken into account for the purposes of the limitation on liability provisions set out in clause 18 and any material breach by the Supplier with respect to the Service Levels shall be without prejudice to Modern Milkman’s right to terminate this Agreement including in accordance with clause 17.2(f)).
The Goods
1. The Supplier shall ensure that the Goods shall:
  1. correspond with their description;
  2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by The Supplier or made known to The Supplier by Modern Milkman expressly or by implication, and in this respect Modern Milkman relies on The Supplier’s skill and judgement; and
  3. comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods;
2. The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the this Agreement and any Call-Off Contract.
3. Modern Milkman may inspect and test the Goods at any time before delivery. Modern Milkman shall have the right to enter the Supplier’s premises to:
  1. inspect the manufacturing facilities and the equipment used by the Supplier in the manufacture of the Goods; and
  2. inspect and take samples of the raw materials, the packaging and the Goods; and
  3. inspect stock levels of the Goods.
4. Inspections carried out pursuant to clause 7.3 shall be carried out during business hours on reasonable notice to the Supplier, provided that, in the event of an emergency, the Supplier shall grant Modern Milkman immediate access to its premises.
5. If following such inspection or testing Modern Milkman considers that the Goods do not conform or are unlikely to comply with the Suppliers undertakings at clause 7.1, Modern Milkman shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
6. Modern Milkman may conduct further inspections and tests after the Supplier has carried out its remedial actions.
Order Process
1. When Modern Milkman wishes to place an Order for Goods, it shall notify the Supplier in writing (by email) using the Order Form and specifying, non-exhaustively:
  1. the type and quantity of Goods to be supplied by the Supplier;
  2. The agreed price for the product;
  3. the specification for the relevant Goods; and
  4. the Delivery Date and Delivery Location for the Order.
2. Each Order constitutes an offer by Modern Milkman to purchase the Goods in accordance with these Standard Terms.
3. As promptly as possible within receipt of the completed Order Form (and in any event within twenty-four hours (24)) the Supplier shall notify Modern Milkman in writing:
  1. if it can fulfil the Order as set out in the Order Form; and
  2. the delivery costs of transporting the Goods to the Delivery Location.
4. The Order shall be deemed to be accepted on the earlier of:
  1. the Supplier issuing a written acceptance of the Order and signing the Order Form; and
  2. the Supplier doing any act consistent with fulfilling the Order, at which point a Call –Off Contract shall come into existence.
5. Modern Milkman is not required to submit any Orders pursuant to this Agreement. Should the Modern Milkman submit Orders it is not required to do so by any particular date or time or with any particular frequency.
Delivery
1. The Supplier shall ensure that:
  1. the Goods are properly packed and secured in such manner as to enable them to reach the Delivery Location in good condition;
  2. each delivery of the Goods is accompanied by a Delivery Note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
  3. if the Supplier requires Modern Milkman to return any packaging material or Supplier property to the Supplier, that fact is clearly stated on the Delivery Note. Any such packaging material or Supplier Property shall be returned to the Supplier at the cost of the Supplier.
2. The Supplier shall deliver the Goods:
  1. on the Delivery Date;
  2. at the Delivery Location; and
  3. during Modern Milkman’s normal business hours, or as otherwise instructed by Modern Milkman.
3. Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
4. Modern Milkman shall not be deemed to have accepted any Goods in an Order until it has had a reasonable time to inspect them following Delivery, or, in the case of a latent defect in the Goods, until a reasonable time after the latent defect has become apparent.
5. If any Goods delivered to Modern Milkman do not comply with 7.1, or are otherwise not in conformity with the terms of this Agreement, then, without limiting any other right or remedy that Modern Milkman may have, Modern Milkman may reject those Goods and:
  1. require the Supplier to replace the rejected Goods at the Supplier’s risk and expense within two Business Days (or within such other reasonable time as agreed by Modern Milkman)of being requested to do so; or
  2. require the Supplier to repay the price of the rejected Goods in full (whether or not Modern Milkman has previously required the Supplier replace the rejected Goods);
  3. require the Supplier to issue a credit note in an amount equal to the value of the non-compliant goods (as determined by Modern Milkman with photographic evidence) and
  4. claim damages for any other costs, expenses or losses resulting from the Supplier’s delivery of Goods that do not conform with the terms of this Agreement and the Order Form.
6. Modern Milkman’s rights and remedies under this clause 9 are in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into this agreement by the Sale of Goods Act 1979.
7. These Standard Terms shall apply to any replacement Goods supplied by the Supplier.
8. If the Supplier fails to promptly replace rejected Goods in accordance with clause 9.5(a), Modern Milkman may, without affecting its rights under clause 9.5(c), obtain substitute products from a third party supplier and the Supplier shall reimburse Modern Milkman for the reasonable costs it incurs in doing so.
9. Modern Milkman will have absolute discretion to decide as to whether any Goods comply with clause 7.1.
10. If the Supplier:
  1. delivers less than 95% of the quantity of Goods ordered, Modern Milkman may reject the Goods; or
  2. delivers more than 105% of the quantity of Goods ordered, Modern Milkman may at its discretion reject the Goods or the excess Goods and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and Modern Milkman accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.
11. The Supplier shall indemnify Modern Milkman for reasonable costs incurred as a result of the Suppliers failure to comply with clause 9.2, including but not limited to relocation costs.
12. The Supplier shall not deliver the Goods in instalments without Modern Milkman’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately and shall be subject to clause 9.
13. Title and risk in the Goods shall pass to Modern Milkman on completion of delivery.
Goods Recall
1. If the Supplier becomes aware that a Good or a component or ingredient of a Good:
  1. is subject to any investigation, food safety, hygiene or consumer safety notification, product withdrawal or recall; or
  2. is or may become harmful or creates a risk to persons or property,
2. The Supplier shall not make any public statement regarding any investigation, notification, product withdrawal or recall without Modern Milkman’s prior written consent.
3. If the Supplier is required to contact customers or make a public statement by an applicable law the Supplier shall, to the extent permissible by law, notify Modern Milkman in advance and cooperate with Modern Milkman in preparing and making such contact and/or statement.
Price and Payment
1. In consideration for the supply of the Goods, Modern Milkman shall pay the Charges. The Charges:
  1. exclude amounts in respect of value added tax (VAT), which Modern Milkman shall additionally be liable to pay the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
  2. include the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing with Modern Milkman.
2. The Charges payable shall be reviewed on each Review Date, as follows:
  1. the parties shall use their reasonable endeavours to agree revised Charges (Revised Charges) before the relevant Review Date, such Revised Charges to apply (if agreed) from (and including) the relevant Review Date;
  2. if the parties are unable to agree Revised Charges, the amount of Charges following and applicable from a Review Date shall continue to be the Charges applicable before the review (Existing Charges);
  3. the Supplier may continue to charge (and invoice for) the Existing Charges until Revised Charges are agreed or the period for agreement lapses; and
  4. if Revised Charges are agreed between the parties, those Revised Charges shall be the Charges from the date on which they are agreed.
3. At the election of Modern Milkman it may:
  1. raise an invoice for the Charges on behalf of the Supplier Weekly in arrears by no later than 7 days after the Delivery; or
  2. require the Supplier to provide an invoice Weekly in arrears no later than 7 days after Delivery. The invoice shall include the date of the Order(s), adjustments for damage, details of any under or over deliveries, the invoice number(s), Modern Milkman’s Order Number(s), the Supplier’s VAT registration number and any supporting documents that Modern Milkman may reasonably require.
4. Modern Milkman shall pay each invoice submitted to it by the Supplier in accordance with clause 11.3, in full and in cleared funds, within the Payment Period and to a bank account nominated in writing by the Supplier.
5. Without prejudice to any other right or remedy that the Supplier may have, if Modern Milkman fails to pay the Supplier any undisputed sum due on the due date, the Supplier may charge interest on the outstanding sum at the rate of 2% a year above the Bank of England’s base rate from time to time (or at 2% a year for any period when that base rate is below 0%) from when the overdue sum became due, until it is paid.
6. Modern Milkman may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to Modern Milkman against any liability of Modern Milkman to the Supplier.
Return and Re-use
1. Where it is specified on an Order Form that Empties are to be returned to the Supplier and re-used, the provisions in this clause 12 will apply to the Call-Off Contract.
2. Empties will be collected by Modern Milkman and returned to the Supplier in a reasonably efficient and secure manner. Modern Milkman will use standard distribution packaging materials to secure the Empties when returning to the Supplier.
3. With respect to the cleaning of the Empties received by the Supplier, the Supplier will ensure that all Empties are processed in the following manner:
  1. Empties with labels shall go through a label removal process prior to cleaning;
  2. all visible surfaces of the Empties will be made free of visible residual products, cleaning agents, or contaminants; and
  3. Empties will be sanitized with a process that reduces microorganisms to a safe level (“Processed Empties”),
4. The Supplier will re-use the Processed Empties when supplying Goods pursuant to an future Order.
Intellectual Property Rights
1. Subject to clause 13.2, this Agreement does not assign or otherwise transfer any of either party’s Intellectual Property Rights to the other, unless agreed otherwise between the parties in writing. Neither Party may assert ownership of the other party’s Intellectual Property Rights.
2. The Supplier hereby grants to Modern Milkman a non-exclusive, royalty-free, sub-licensable licence to use its Intellectual Property Rights in the Goods to the extent necessary to support the promotion and re-sale of the Goods.
3. To the extent that either party accesses or uses the Intellectual Property Rights of the other party pursuant to this Agreement, such party shall keep all such Intellectual Property Rights safe and shall not (nor shall it directly or indirectly allow, permit or enable any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify or use any such Intellectual Property Rights in whole or in part, other than in accordance with this Agreement.
4. The Supplier warrants, represents, undertakes and guarantees that:
  1. the Goods, together with any packaging and/or labelling materials supplied to Modern Milkman pursuant to this Agreement, do not and will not breach any third party’s Intellectual Property Rights in any way whatsoever; and
  2. it will not for any marketing, publicity or promotional purpose, use any of Modern Milkman’s Intellectual Property Rights, including without limitation Modern Milkman branding without the prior written consent of Modern Milkman.
Indemnity
1. The Supplier shall keep Modern Milkman indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Modern Milkman as a result of or in connection with:
  1. any claim made against Modern Milkman by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or Suppliers; and
  2. any claim made against Modern Milkman by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Agreement by the Supplier, its employees, agents or Suppliers.
InsuranceDuring the term of the Agreement, the Supplier shall maintain in force, with a reputable insurance company, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with this Agreement and any Call-Off Contract.
Confidentiality
1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 16.2. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Standard Terms.
2. Each party may disclose the other party’s confidential information:
  1. to its employees, officers, representatives or advisers (“Representatives”) who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Conditions. Each party shall ensure that its Representatives to whom it discloses the other party’s confidential information comply with this clause 16 and in any case shall be responsible for the actions of any such Representatives; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Termination
1. Modern Milkman may terminate the Agreement in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the relevant Call-Off Contract. Modern Milkman shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
2. The supplier may terminate this Agreement at any time before delivery with immediate effect by giving Modern Milkman written notice of not less than 3 months , whereupon the Supplier shall discontinue all work on the relevant Call-Off Contract.
3. Without limiting its other rights or remedies, Modern Milkman may terminate the Agreement with immediate effect by giving written notice to the Supplier if:
  1. the Supplier commits a material breach of any term of the Agreement or any Call-Off Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
  2. the Supplier takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
  3. the Supplier takes any step or action in connection with the Supplier being made bankrupt, entering any composition or arrangement with its creditors, having a receiver appointed to any of its assets, or ceasing to carry on business;
  4. The Supplier loses and Accreditation and fails to regain such Accreditation within 30 days;
  5. the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
  6. the Supplier’s financial position deteriorates to such an extent that in Modern Milkman’s opinion the Supplier’s capability to adequately fulfil its obligations under the Agreement and any Call-Off Contract has been placed in jeopardy; or
  7. a Service Level Termination Event occurs.
4. On termination of the Agreement or any Call-Off Contract, the Supplier shall immediately return all materials belonging to Modern Milkman. If the Supplier fails to do so, then Modern Milkman may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Agreement.
5. Termination or expiry of the Agreement and any Call-Off Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Agreement or any Call-Off Contract which existed at or before the date of termination or expiry.
6. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
Limitation
1. This clause 18 sets out the entire financial liability of Modern Milkman (including any liability for the acts or omissions of its respective employees, agents or sub-Suppliers) to the Supplier in respect of:
  1. any breach of the Agreement and/or of these Standard Terms; and
  2. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement and/or these Standard Terms.
2. Nothing in the Agreement and/or these Standard Terms shall limit or exclude the liability of either party for:
  1. Modern Milkman’s obligation to pay the Charges or any other charges or interest due and payable to the Supplier in accordance with these Standard Terms; and/or
  2. death or personal injury resulting from negligence; and/or
  3. fraud or fraudulent misrepresentation; and/or
  4. any liability pursuant to clause 14; and/or
  5. any other liability which cannot lawfully be limited or excluded.
3. Modern Milkman shall not be liable to the Supplier, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
  1. loss of goodwill; and/or
  2. loss of business opportunity; and/or
  3. special, indirect or consequential loss, suffered by the other party that arises under or in connection with the Agreement and/or these Standard Terms.
4. Subject to clauses 18.2 and 18.3, Modern Milkman’s total aggregate liability to the Supplier shall not exceed such sum as represents the amount of Charges due and payable to the Supplier in accordance with the relevant Call –Off Contract pursuant to which the liability arose or, if the liability is not related to a Call-Off Contract, the amount of Charges paid by Modern Milkman to the Supplier pursuant to all Call-Off Contracts in the twelve months prior to the incident giving rise to the liability.
5. Subject to clauses 18.2, the Supplier’s total aggregate liability to Modern Milkman shall not exceed such sum as represents three times the amount of Charges due and payable to the Supplier in accordance with the relevant Call –Off Contract pursuant to which the liability arose or, if the liability is not related to a Call-Off Contract, the amount of Charges paid by Modern Milkman to the Supplier pursuant to all Call-Off Contracts in the twelve months prior to the incident giving rise to the liability.
Records and Audit Rights
1. The Supplier shall keep full and accurate records of all Goods supplied to Modern Milkman under this Agreement for a period of six (6) years following the date of delivery of such Goods. The Supplier shall make such records available to Modern Milkman (or its nominee) promptly on request by Modern Milkman.
Other Important Terms
1. Compliance with relevant laws and policies: In performing its obligations under this Agreement, and any Call-Off Contract, the Supplier shall comply with all applicable laws, statutes, regulations and codes from time to time in force. Modern Milkman may immediately terminate this Agreement, and any Call-Off Contract, for any breach of this clause 20.1.
2. Notices:Any notice or communication shall be deemed to have been received:
  1. if delivered by hand, at the time the notice is left at the proper address;
  2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting ;or
  3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. Business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
  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.
3. Force majeure: Neither party shall be in breach of this Agreement, and any Call-Off Contract, nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement, and any Call-Off Contract, if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for seven days, the party not affected may terminate this Agreement, and any Call-Off Contract, by giving written notice to the affected party.
4. Assignment and other dealings: Modern Milkman may at any time 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 Agreement and any Call-Off Contract. The Supplier may not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement and any Call-Off Contract without the prior written consent of Modern Milkman.
5. No Partnership, Agency or Joint Venture: Nothing in this Agreement nor any Call-Off Contract shall create a partnership or joint venture or a relationship of principal and agent between the parties and no party shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other party.
6. Subcontracting: The Supplier may not subcontract any or all of its rights or obligations under this Agreement or any Call-Off Contract without the prior written consent of Modern Milkman. If Modern Milkman consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of ay such person or entity to whom this Agreement is subcontracted as if they were its own.
7. Entire agreement: This Agreement, and any Call-Off Contract, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
8. Variation: Except as set out in these Standard Terms, no variation of this Agreement or any Call-Off Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Modern Milkman.
9. Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement, a Call-Off Contract, or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
10. Severance: If any provision or part-provision of this Agreement, or any Call-Off 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 these Standard Terms. If any provision of the Agreement, or any Call-Off Contract, is deemed deleted under this clause 21.10 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.
11. Third party rights: Unless it expressly states otherwise, this Agreement, nor any Call-Off Contract, does not give rise to any rights under this Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
12. Further Assurance. Each party shall, and shall use reasonable endeavours to procure that any necessary third party shall, as soon as reasonably practicable execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this Agreement and any Call-Off Contract.
13. Governing law and jurisdiction: The Agreement and each Call-Off Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. 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 Agreement, and any Call-Off Contract, or its subject matter or formation.

Definitions and Interpretation

Part I: Definitions

In this Agreement, unless the context otherwise requires:

Accrediations have the meaning given to them in the Order Form.

Agreement has the meaning given to it in the Order Form.

Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Call Off Contract the contract between Modern Milkman and the Supplier for the sale and purchase of Goods in accordance with an Order Form.

Charges the charges due from Modern Milkman to the Supplier for the Goods as set out in an Order Form.

Commencement Date the date that the parties enter in to this Agreement.

Critical Service Failure a failure by the Supplier to deliver the Goods in accordance with the Service Levels that is categorised as being of a critical nature as identified in the table set out in the Service Level Document.

Delivery means delivery of the Goods pursuant to an Order to the Delivery Location in accordance with these Standard Terms.

Delivery Date the date and time specified in the Order Form, or, if none is specified, before 5am on the day after the Order is placed.

Delivery Location the address for delivery of Goods as set out in the Order Form.

Delivery Note the note which is to be completed by the Supplier and which will accompany each Delivery, a template of which will be provided tto you.

Effective Date the effective date set out in an Order Form, being the beginning of the Call-Off Contract, or (if no such date is set out) the date of the Agreement.

Empties means packaging, containers and vessels which contain the Goods and which are capable of being recycled and re-used for future Orders.

Good Industry Practice the standards (including, for clarity, as to safety, hygiene and cleanliness) which could reasonably be expected to be exercised by a skilled and experienced person in the same or a similar type of business as that of The Supplier and/or by an experienced provider of Goods which are the same as, or similar to, the Goods.

Goods the goods (or any part of them) set out in an Order Form.

Intellectual Property Rights mean patents, utility models, inventions, rights to inventions, copyright and neighbouring and related rights, database rights, trade marks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; business names and domain names and rights in the same; the rights to use and protect the confidentiality of, confidential information (including know-how and trade secrets); rights in get-up and trade dress, the right to sue for passing off, rights in designs and rights in computer software; applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights; and all other rights or forms of protection of a similar nature or having an equivalent effect anywhere in the world.

Modern Milkman has the meaning given to it in the Order Form.

Operatives (as the context requires) the staff, employees, agents, suppliers or franchisees of Modern Milkman or a Supply Chain Partner.

Order Modern Milkman’s order for the Goods as set out in an Order Form.

Order Form the document set out at the beginning of this Agreement which Modern Milkman will use to place an Order of the Goods.

Payment Period unless the provisions of clause Error! Reference source not found. apply, 28 days from the date of an invoice.

Quarter the period of three months commencing on the Effective Date, and each subsequent period of three months.

Review Date at the end of each Quarter or such other date as notified to the Supplier by Modern Milkman.

Service Credits as described in the Service Level Document.

Service Level Document the service level document provided to the Supplier by Modern Milkman as varied from time to time.

Service Levels the service levels to which the Goods are to be provided, as set out in the Service Level Document.

Service Level Termination Event an event, which meets or exceeds the thresholds specified in the Service Level Document entitling Modern Milkman to terminate this Agreement.

Standard Terms the Supplier Agreement Standard Terms set out in this document as amended from time to time.

Supplier has the meaning given to it in an Order Form.

Supply Chain Partner a supplier of Modern Milkman, other than the Supplier.

Supplier Code of Conduct means the code of conduct which can be accessed using this link.

Week each period from Monday to the following Sunday (inclusive) and Weekly shall be construed accordingly.

Part II: Interpretation

In this Agreement (unless the context otherwise requires):
1. terms defined in the Order Form shall have the same meanings ascribed to them in this Agreement;
2. the Schedules form part of the Standard Terms and shall have effect as if set out in full in the body of these Standard Terms. Any reference to these Standard Terms includes the Schedules;
3. references to a clause or a Schedule are to a clause of or a schedule to these Standard Terms;
4. references in a Schedule to a paragraph are to a paragraph of the relevant Schedule;
5. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns;
6. words in the singular shall include the plural and vice versa;
7. a reference to one gender shall include a reference to the other genders;
8. a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force as at the date of these Conditions, taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts; provided that, as between the parties, no such amendment or re-enactment shall apply for the purposes of these Conditions to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party;
9. references to a holding company or subsithe Supplier shall mean a holding company or a subsithe Supplier (as the case may be) as defined in section 1159 of the Companies Act 2006;
10. writing or written includes e-mail but not faxes;
11. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
12. references to these Standard Terms include these Standard Terms as amended or varied in accordance with its terms; and
13. clause headings do not form part of, nor shall they affect the interpretation of, these Standard Terms.