Legal Agreement

Terms & Conditions of Trade

These Terms and Conditions govern the supply of goods by EDJS Distribution ("we", "us", "our") to business customers ("you", "your"). By placing an order with us, you agree to be bound by these terms.

Last Updated: January 2026

1. Definitions & Interpretation

"Agreement" means these Terms and Conditions together with any Order Confirmation.

"Goods" means the products supplied by us as described in our catalogue, website, or quotation.

"Order" means your purchase request for Goods.

"Order Confirmation" means our written acceptance of your Order.

"Business Day" means Monday to Friday, excluding UK bank holidays.

"Force Majeure" means circumstances beyond reasonable control including but not limited to acts of God, war, terrorism, strikes, pandemics, government restrictions, or supply chain disruptions.

2. Application of Terms

2.1 These Terms apply to all transactions between us and supersede any previous agreements or representations.

2.2 Any terms or conditions proposed by you are expressly rejected unless agreed in writing by an authorised representative of EDJS Distribution.

2.3 We reserve the right to amend these Terms at any time. Amendments will not affect existing orders but will apply to future transactions.

2.4 These Terms are intended for business-to-business transactions only and do not apply to consumer contracts.

3. Orders & Acceptance

3.1 All orders must be submitted in writing via email, online portal, phone, or our order forms.

3.2 Orders are subject to acceptance by us. A binding contract is formed only when we issue an Order Confirmation.

3.3 We reserve the right to reject any order without giving reasons, particularly where:

  • Credit limits have been exceeded
  • Account terms are not current
  • Goods are unavailable or discontinued
  • Pricing or product information is incorrect

3.4 Minimum order values may apply. Please contact us for current minimums.

3.5 You are responsible for ensuring order accuracy. Please check all Order Confirmations immediately.

4. Pricing & Payment

4.1 All prices are in British Pounds Sterling (GBP) and exclude VAT unless stated otherwise.

4.2 Prices are subject to change without notice. Orders will be charged at the price current at the time of Order Confirmation.

4.3 We reserve the right to adjust prices due to:

  • Changes in supplier costs
  • Currency fluctuations
  • Changes in duties, taxes, or tariffs
  • Errors in published pricing

4.4 Payment Terms:

  • Credit account customers: Payment due within 30 days of invoice date unless otherwise agreed
  • New customers: Proforma payment or credit card may be required
  • Late payments will incur interest at 8% above Bank of England base rate per annum
  • We reserve the right to charge debt recovery costs

4.5 We may suspend deliveries or withdraw credit facilities if accounts are overdue.

5. Delivery

5.1 Delivery dates are estimates only and are not guaranteed unless expressly agreed in writing.

5.2 We will use reasonable efforts to deliver on time but are not liable for delays caused by circumstances beyond our control.

5.3 Risk in Goods passes to you upon delivery or when made available for collection.

5.4 Delivery is deemed complete when:

  • Goods are offloaded at your premises, or
  • You or your representative signs the delivery note, or
  • Goods are made available for collection and you are notified

5.5 You must inspect deliveries immediately and note any damage or shortages on the delivery receipt.

5.6 Claims for shortages or damaged goods must be made within 24 hours of delivery.

5.7 Partial deliveries are permitted unless expressly prohibited in the Order Confirmation.

6. Title & Risk

6.1 Risk in Goods passes to you upon delivery.

6.2 Title to Goods remains with us until full payment is received for:

  • The specific Goods delivered
  • Any other amounts owed to us

6.3 Until title passes, you must:

  • Store Goods separately and mark them as our property
  • Maintain Goods in satisfactory condition
  • Insure Goods against all risks
  • Not remove or obscure identifying marks
  • Allow us access to inspect Goods

6.4 We may recover unpaid Goods at any time before title passes. You grant us irrevocable license to enter premises for this purpose.

7. Quality & Specifications

7.1 We warrant that Goods will:

  • Conform to their description
  • Be of satisfactory quality
  • Be fit for purpose where we have been informed of specific requirements
  • Comply with applicable UK food safety regulations

7.2 We do not warrant that Goods are suitable for any particular purpose unless expressly confirmed in writing.

7.3 Product specifications, images, and descriptions are for guidance only and may vary slightly.

7.4 We reserve the right to make changes to product specifications that do not materially affect quality or performance.

8. Returns & Refunds

8.1 Returns are governed by our Return Policy (see separate document).

8.2 Faulty or incorrect Goods will be replaced or refunded at our discretion.

8.3 We do not accept returns due to buyer's remorse or change of mind unless previously agreed.

8.4 All returns require prior authorisation (Return Authorisation Number).

8.5 Refunds will be processed within 5-7 working days of accepting returned Goods.

9. Liability & Indemnity

9.1 Nothing in these Terms excludes or limits liability for:

  • Death or personal injury caused by negligence
  • Fraud or fraudulent misrepresentation
  • Breach of statutory rights under Sale of Goods Act 1979
  • Any other liability that cannot be excluded by law

9.2 Subject to clause 9.1, our total liability for any claim is limited to the value of the relevant Order.

9.3 We are not liable for:

  • Loss of profits, revenue, or contracts
  • Loss of anticipated savings
  • Loss of business opportunity
  • Loss of goodwill or reputation
  • Any indirect or consequential losses

9.4 You indemnify us against all claims arising from your use, resale, or distribution of Goods.

9.5 Claims must be notified within 6 months of the date of delivery.

10. Force Majeure

10.1 Neither party is liable for failure to perform obligations due to Force Majeure events.

10.2 The affected party must notify the other party promptly and take reasonable steps to minimise impact.

10.3 If Force Majeure continues for more than 60 days, either party may terminate affected orders without liability.

11. Intellectual Property

11.1 All intellectual property rights in our branding, packaging, and promotional materials remain our property.

11.2 You may not use our trademarks, logos, or copyrighted materials without written permission.

11.3 Product images and descriptions on our website may not be reproduced without consent.

12. Confidentiality

12.1 Both parties agree to keep confidential all business information disclosed during the course of trading.

12.2 This obligation continues for 2 years after the business relationship ends.

12.3 Confidential information may be disclosed:

  • As required by law or regulation
  • To professional advisers under duty of confidentiality
  • With prior written consent of the disclosing party

13. Data Protection

13.1 We process your personal data in accordance with our Privacy Policy and UK GDPR.

13.2 By placing orders, you consent to us processing necessary business and contact information.

13.3 We may share data with delivery partners and service providers as necessary to fulfil orders.

13.4 For full details of data processing, see our Privacy Policy.

14. Termination

14.1 Either party may terminate the trading relationship by giving 30 days written notice.

14.2 We may terminate immediately if:

  • You breach these Terms
  • You fail to make payment when due
  • You enter bankruptcy, liquidation, or administration
  • Your business undergoes change of control

14.3 Termination does not affect outstanding obligations or accrued rights.

14.4 Upon termination, all outstanding amounts become immediately payable.

15. General Provisions

15.1 Entire Agreement: These Terms constitute the entire agreement and supersede all prior negotiations or representations.

15.2 Variation: Amendments must be agreed in writing by authorised representatives.

15.3 Assignment: You may not assign or transfer your rights without our written consent.

15.4 Waiver: Failure to enforce any provision does not constitute a waiver of that provision.

15.5 Severability: If any provision is found invalid, the remaining provisions continue in full force.

15.6 Third Party Rights: No third party has rights to enforce these Terms.

15.7 Notices: All notices must be in writing and sent to registered addresses or confirmed email addresses.

16. Governing Law & Jurisdiction

16.1 These Terms are governed by the laws of England and Wales.

16.2 Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

16.3 Disputes should first be referred to senior management for resolution before commencing legal proceedings.

17. Contact Information

EDJS Distribution

Email: info@edjsdistribution.co.uk
Phone: Available during business hours
Address: [Your Registered Business Address]

Company Registration Number: [Your Company Number]
VAT Registration Number: [Your VAT Number]

For queries about these Terms, please contact our customer service team.