Terms of Service

These Terms apply to every purchase order issued by Just Bee Honey Limited, unless a supply agreement signed by both parties says otherwise.

Just Bee Honey Limited, a company registered in England and Wales under company number 09030555, whose registered office is at The Hives, 24/25 Mosley Road, Manchester, England, M17 1HQ, United Kingdom.

Please read these Terms carefully. By acknowledging an Order, starting work under it or delivering any Goods or Services, the Supplier agrees to these Terms.

1. Interpretation
1.1 In these Terms:

• Applicable Law means all laws, regulations, codes of practice and official guidance in force in the
  United Kingdom that apply to the Goods or Services, including food safety, food labelling, food
  contact materials and product safety legislation.
• Business Day means a day other than a Saturday, Sunday or public holiday in England.
• Contract means the contract between Just Bee and the Supplier for the supply of Goods and/or
  Services, formed under clause 2.
• Goods means the goods (or any part of them) described in the Order, including ingredients,
  packaging and materials.
• Just Bee means Just Bee Honey Limited.
• Just Bee Materials means all artwork, designs, specifications, recipes, samples, moulds, plates,
  dies and tooling supplied by or paid for by Just Bee.
• Order means Just Bee's purchase order, including the terms printed on it.
• Services means the services (if any) described in the Order.
• Specification means the description or specification of the Goods or Services in the Order or
  otherwise agreed in writing, including product specifications, technical data sheets, approved
  samples and approved artwork.
• Supplier means the person or firm from whom Just Bee buys the Goods or Services.

1.2 Headings do not affect interpretation. "Including"; and similar words do not limit the words before them.
"Writing"; includes email. A reference to legislation is to that legislation as amended or replaced from time to
time.

2. Basis of contract
2.1 Each Order is an offer by Just Bee to buy the Goods and/or Services on these Terms.

2.2 The Supplier accepts an Order, and the Contract comes into existence, on the earliest of: (a) the
Supplier acknowledging the Order in writing; (b) the Supplier starting to perform the Order; or (c) the Supplier
delivering any Goods or Services.

2.3 These Terms apply to the exclusion of all other terms, including any terms in the Supplier's quotation,
order acknowledgement, delivery note, invoice, website or other document, and any terms implied by trade,
custom, practice or course of dealing. An acknowledgement or other document from the Supplier containing
different terms does not vary the Contract unless Just Bee agrees under clause 2.5.

2.4 If there is any conflict, the following order of precedence applies: (a) any supply agreement signed by
both parties; (b) the specific details on the face of the Order (Goods, quantities, price, delivery date and
address); (c) these Terms; and (d) the summary terms printed on the Order.

2.5 No variation of the Contract is effective unless agreed in writing and signed by an authorised signatory of
Just Bee.

2.6 Just Bee may withdraw an Order at any time before the Supplier accepts it.

3. Orders and forecasts

3.1 An Order is valid only if it bears a Just Bee purchase order number and is issued by an authorised
signatory of Just Bee. The Supplier must not act on verbal or informal requests that are not confirmed by a
valid Order.

3.2 The Supplier must acknowledge each Order, confirming the price and delivery date. It must tell Just Bee
immediately of any discrepancy between the Order and its quotation.

3.3 Forecasts, projections and estimates of future requirements are for planning purposes only. They are not
Orders and do not commit Just Bee to buy any quantity. The Supplier buys materials or produces stock
against a forecast at its own risk, unless Just Bee has agreed otherwise in writing.

4. Price
4.1 The price of the Goods and Services is the price stated in the Order.

4.2 The price is fixed. It includes all costs of packaging, packing, labelling, carriage, insurance, delivery to
the delivery address, duties and any other charges, unless otherwise stated and excludes VAT.

4.3 No increase in price for any reason, including raw material, energy, labour, currency, freight costs or
surcharges, is effective unless agreed in advance in writing by an authorised signatory of Just Bee.

4.4 A price on any acknowledgement, delivery note, invoice or other Supplier document that differs from the
Order does not bind Just Bee. Accepting delivery of Goods or Services does not mean Just Bee accepts a
different price.

5. Invoicing and payment
5.1 The Supplier may invoice on or after delivery of the Goods or completion of the Services. Each invoice
must:

• quote the Just Bee purchase order number;
• match the Order in description, quantity and price;
• show the Supplier's VAT number and VAT separately; and
• be sent to accounts@justbeehoney.co.uk.

5.2 Just Bee may reject any invoice that does not meet clause 5.1. A rejected invoice is not valid until
corrected, and the payment period runs from receipt of a valid invoice.

5.3 If Just Bee disputes any amount in good faith, it will tell the Supplier in writing with reasons and pay the
undisputed balance when due. An amount withheld in good faith is not overdue until the dispute is resolved.

5.4 Just Bee may set off any amount the Supplier owes it against any amount Just Bee owes the Supplier.

5.5 Just Bee may independently verify any request to change the Supplier's bank details before acting on it.
The Supplier must tell Just Bee immediately if it suspects any attempt to divert its payments.

5.6 Payment does not mean Just Bee has accepted the Goods or Services, and does not waive any of its
rights.

6. Delivery
6.1 The Supplier must deliver the Goods on the date and to the address stated in the Order, in accordance
with the delivery instructions and information shown on the Order, unless agreed otherwise in writing.

6.2 Each delivery must come with a delivery note showing the Just Bee purchase order number, delivery
date, description and quantity of the Goods, batch or lot numbers, and manufacture or best-before dates
where relevant. For part deliveries, the note must show the balance still to be delivered.

6.3 The Supplier must pack and secure the Goods so they reach the delivery address in good condition, and
must follow Just Bee's reasonable palletisation and labelling requirements. Pallets and packaging are non-
returnable unless agreed otherwise.

6.4 Where the Order states that delivery is time-critical or that time is of the essence, time for delivery is of
the essence of the Contract.

6.5 The Supplier must not deliver in instalments unless agreed in writing.

6.6 Just Bee may reject any delivery more than 5% above or below the quantity ordered. If Just Bee accepts
a delivery outside that tolerance, it will pay only for the quantity accepted, at the Order price. Excess Goods
are held at the Supplier's risk and may be returned at the Supplier's cost.

6.7 Just Bee may refuse Goods delivered early, or accept and store them at the Supplier's risk and cost.
Payment for early deliveries is calculated from the scheduled delivery date.

6.8 If the Goods are not delivered on the due date, Just Bee may, without affecting its other rights:

• refuse any later delivery;
• terminate the Contract with immediate effect;
• buy substitute goods elsewhere and recover any additional cost from the Supplier; and
  
• recover any other costs reasonably incurred as a result of the delay.
  

6.9 A signature on a delivery note confirms receipt only. It is not acceptance of the quantity, condition or
quality of the Goods.

7. Title and risk
7.1 Title to the Goods passes to Just Bee on the earlier of delivery and payment.

7.2 Risk in the Goods passes to Just Bee on completion of unloading at the delivery address.

8. Quality and compliance
8.1 The Supplier warrants that the Goods will:

• conform to the Order and the Specification;
• be of satisfactory quality within the meaning of the Sale of Goods Act 1979, and fit for any purpose
  held out by the Supplier or made known to it;
• be free from defects in design, materials and workmanship;
• comply with all Applicable Law;
• where they are food or ingredients, be safe, authentic, unadulterated, and produced under a
  HACCP-based food safety management system;
• where they are intended to come into contact with food, be suitable for that purpose and comply with
  Regulation (EC) No 1935/2004 (as it applies in the UK) and all related specific measures; and
  
• be labelled accurately in line with the Specification and Applicable Law

8.2 The Supplier must provide, with each delivery or on request, any certificate of analysis or conformity,
declaration of compliance for food contact materials, allergen information, country of origin information, and
other documents Just Bee reasonably requires.

8.3 The Supplier must keep records allowing full traceability of each batch of Goods, one step back and one
step forward, for at least 3 years or the shelf life of the product plus 12 months, whichever is longer. It must
provide those records within 4 hours of a request relating to a food safety incident, and within 2 Business
Days otherwise.

8.4 The Supplier must not change the Specification, ingredients, raw materials, their source or origin,
formulation, manufacturing process or manufacturing site without Just Bee's prior written approval.

8.5 The Supplier must maintain any certifications stated in the Order or Specification (for example BRCGS,
SALSA or ISO 22000). It must tell Just Bee immediately of any loss, suspension or downgrade of a
certification.

8.6 The Supplier must tell Just Bee immediately of any matter that may affect the safety, legality, authenticity
or quality of the Goods, including any regulatory enforcement action.

8.7 On reasonable notice, the Supplier will allow Just Bee or its nominee to inspect its premises, processes
and records relating to the Goods.

8.8 These warranties are in addition to the terms implied by the Sale of Goods Act 1979 and the Supply of
Goods and Services Act 1982.

9. Services
9.1 The Supplier must perform the Services with reasonable skill, care and diligence, in line with good
industry practice, using suitably qualified and experienced personnel.

9.2 The Supplier must meet any performance dates in the Order. Where the Order states that time is of the
essence, it is of the essence of the Contract.

9.3 When on Just Bee's premises, the Supplier and its personnel must comply with Just Bee's site rules,
including its health and safety, hygiene and security requirements.

10. Inspection, acceptance and remedies
10.1 Just Bee may inspect and test the Goods during manufacture, before dispatch and after delivery.
Inspection or testing does not reduce the Supplier's obligations.

10.2 Just Bee is not deemed to have accepted any Goods until it has had a reasonable time to inspect them
after delivery. For a latent defect, that period runs until a reasonable time after the defect becomes apparent.

10.3 If any Goods or Services do not comply with the Contract, Just Bee may, whether or not it has accepted
them, do one or more of the following:

• reject them in whole or in part, and return rejected Goods at the Supplier's risk and cost;
• require the Supplier to repair or replace them within 10 Business Days;
• require a full refund of the price paid for them;
• refuse any further deliveries;
• obtain substitute goods or services elsewhere and recover any additional cost from the Supplier; and
• recover all costs reasonably incurred, including inspection, testing, storage, handling, relabelling and
  disposal costs, and the costs of any withdrawal or recall.

10.4 The Supplier must collect rejected Goods within 5 Business Days of notice. After that, Just Bee may
dispose of them at the Supplier's cost.

10.5 These Terms apply to any repaired or replacement Goods. Just Bee's rights under this clause are in
addition to its other rights and remedies.

11. Product safety, withdrawal and recall
11.1 The Supplier must tell Just Bee immediately, and in any event within 24 hours, on becoming aware of
any issue with the Goods that could lead to a product withdrawal, recall, regulatory notification or safety
concern.

11.2 Just Bee decides whether to withdraw or recall any product containing, or packed in, the Goods. Just
Bee manages all communication with its customers, retailers and regulators about its products. The Supplier
must not make any public statement about Just Bee's products without Just Bee's written consent, unless required by law.

11.3 The Supplier must cooperate fully with any withdrawal or recall, including by providing information,
records and personnel.

11.4 Where a withdrawal or recall results wholly or partly from the Goods or the Supplier's breach, the
Supplier must reimburse Just Bee's reasonable costs in proportion to its responsibility. These include
notification, retrieval, transport, storage and destruction costs, replacement product, customer refunds and
charges imposed by retailers.

12. Cancellation and termination
12.1 Just Bee may cancel all or part of an Order by written notice, free of charge, within 3 Business Days of
the Order date.

12.2 After that period, Just Bee may cancel all or part of an Order by written notice at any time before the
Goods are dispatched or the Services start. Just Bee's only liability is to pay the Supplier's reasonable,
documented costs:

• actually incurred in performing the Order before the Supplier received the notice; and
• which the Supplier cannot avoid or mitigate, including by reusing, returning or reselling materials.

That payment will not exceed the price of the cancelled part of the Order and excludes any loss of profit or
anticipated profit. The Supplier must submit its claim with supporting evidence within 30 days of the notice,
or the claim lapses. Once Just Bee pays, title to any materials or work in progress paid for passes to Just
Bee, and the Supplier must deliver them if Just Bee asks.

12.3 Just Bee may terminate the Contract immediately by written notice, without liability, if the Supplier:

• fails to deliver the Goods or perform the Services by the due date;
• commits a material breach of the Contract which is irremediable or, if remediable, is not remedied within 10 Business Days of notice;
• breaches clause 8.4 or clause 17;
• suspends or threatens to suspend its business, is unable to pay its debts as they fall due, or becomes subject to any insolvency, administration, receivership, winding-up or similar proceedings.

12.4 Termination does not affect rights and remedies accrued before termination. Clauses that are intended
to survive termination, including clauses 5.5, 11, 13, 14, 15, 16 and 21, continue in force. On termination the
Supplier must return all Just Bee Materials.

13. Indemnity
13.1 The Supplier will indemnify Just Bee against all losses, liabilities, damages, fines, costs (including
reasonable legal and professional fees) and expenses arising from or in connection with:

• any Goods or Services that do not comply with the Contract;
• the Supplier's breach of the Contract, negligence or wilful default;
• any claim that the Goods or Services, or their use or resale, infringe the intellectual property rights of a third party, except to the extent caused by Just Bee Materials;
• any third-party claim for death, personal injury or damage to property arising from the Goods or
  Services; and
• any withdrawal or recall under clause 11.

13.2 Just Bee will notify the Supplier promptly of any claim covered by this clause and take reasonable steps
to mitigate its losses.

14. Insurance
14.1 During the Contract and for 3 years afterwards, the Supplier must maintain with a reputable insurer:

• product liability insurance of at least £5 million per claim;
• public liability insurance of at least £5 million per claim;
• employers'; liability insurance as required by law; and
• product recall insurance where the Order or Specification requires it.

14.2 The Supplier must provide evidence of this cover on request, and tell Just Bee promptly if any policy is
cancelled or materially changed.

15. Intellectual property, artwork and tooling
15.1 Just Bee Materials, and all intellectual property rights in them, belong to Just Bee. While they are in its
possession, the Supplier must hold them at its own risk, keep them insured and in good condition, mark
them as Just Bee's property, use them only to fulfil Just Bee's Orders, and return them on request.

15.2 All intellectual property rights in anything the Supplier creates specifically for Just Bee, including
bespoke designs, artwork, moulds and tooling, belong to Just Bee from creation. The Supplier assigns those
rights to Just Bee with full title guarantee and will waive, or procure the waiver of, any moral rights in them.

15.3 The Supplier must not supply to anyone else any goods bearing Just Bee's trade marks, branding or
bespoke designs. On request, it must destroy or return any surplus branded packaging, labels or overruns,
and must not sell them.

15.4 The Supplier grants Just Bee a perpetual, royalty-free licence to use any of the Supplier's pre-existing
intellectual property to the extent needed to use, sell and promote the Goods.

16. Confidentiality
16.1 The Supplier must keep confidential all information about Just Bee's business, including its products,
recipes, formulations, specifications, pricing, volumes, customers and plans. It may use that information only
to perform the Contract, and may disclose it only to employees and subcontractors who need to know it and
are bound by equivalent obligations.

16.2 Clause 16.1 does not apply to information that is public (other than through the Supplier's breach) or
that the Supplier is required by law to disclose.

16.3 The Supplier must not publicise its relationship with Just Bee, or use Just Bee's name or trade marks in any marketing material, without Just Bee's prior written consent.

17. Ethical conduct and sustainability
17.1 The Supplier must comply, and must ensure its subcontractors comply, with:

• the Modern Slavery Act 2015. There must be no slavery, servitude, forced or compulsory labour or
  human trafficking in its business or supply chain. The Supplier must take reasonable steps to check
  its own supply chain, and tell Just Bee immediately if it becomes aware of any breach;
• the Bribery Act 2010. The Supplier must not offer, give or accept any bribe, and must maintain
  adequate procedures to prevent bribery;
• the Criminal Finances Act 2017. The Supplier must not facilitate tax evasion; and
• all Applicable Law on employment, the national minimum wage, working time, equality, health and safety, and the environment.
  

17.2 The Supplier must comply with Just Bee's Supplier Code of Conduct, as updated from time to time.

17.3 If Just Bee asks, the Supplier must join Sedex and share its self-assessment questionnaire and audit
results with Just Bee. On reasonable notice, the Supplier must allow ethical audits (including SMETA audits)
by Just Bee or its nominee, and remedy any non-conformity within the agreed timescale.

17.4 The Supplier must provide the information Just Bee reasonably requires for its environmental and
regulatory reporting, including packaging weights, materials and recycled content for extended producer
responsibility reporting, and data on carbon emissions.

18. Data protection
18.1 Each party must comply with the UK GDPR and the Data Protection Act 2018 in relation to any
personal data shared under the Contract, such as business contact details. Each party acts as an independent controller of that data.

18.2 If the Supplier will process personal data on Just Bee's behalf, the parties must enter into a written data processing agreement that meets Article 28 of the UK GDPR before any processing begins.

19. Force majeure
19.1 Neither party is liable for any delay or failure to perform caused by an event beyond its reasonable
control that could not have been avoided by reasonable precautions, such as natural disaster, war, terrorism,
government action, epidemic, fire or flood.

19.2 None of the following is a force majeure event: industrial action by the affected party's own workforce; failure by the Supplier's own suppliers or subcontractors (unless itself caused by a force majeure event); shortages or price increases of materials, labour or energy; or the affected party's financial difficulties.

19.3 The affected party must notify the other promptly and use reasonable endeavours to mitigate the effect
and resume performance.

19.4 If the Supplier is affected for more than 10 Business Days, Just Bee may cancel any affected Order
without liability and source the Goods or Services elsewhere.

20. Limitation of Just Bee's liability
20.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for
fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

20.2 Subject to clause 20.1, Just Bee is not liable for any loss of profit, revenue or business, or for any
indirect or consequential loss.

20.3 Subject to clause 20.1, Just Bee's total liability under or in connection with each Contract is limited to
the price payable for the Goods and Services under that Order.

21. General
21.1 Assignment and subcontracting. The Supplier may not assign, transfer or subcontract any of its
rights or obligations without Just Bee's prior written consent, and remains responsible for the acts and omissions of its subcontractors. Just Bee may assign the Contract to any group company or successor to its
business.

21.2 Notices. Notices must be in writing and sent to the address or email address stated in the Order, or to
another address notified in writing. An email is received when sent if sent during business hours on a
Business Day, and otherwise at 9am on the next Business Day.

21.3 Waiver. A failure or delay in exercising any right or remedy is not a waiver of it.

21.4 Severance. If any provision is found invalid or unenforceable, it will be modified to the minimum extent
necessary, and the rest of these Terms will remain in force.

21.5 Third-party rights. No one other than Just Bee and the Supplier has any right to enforce the Contract
under the Contracts (Rights of Third Parties) Act 1999.

21.6 Entire agreement. The Contract is the entire agreement between the parties about its subject matter.
This does not limit Just Bee's rights in respect of any representation made by the Supplier.

21.7 Relationship. Nothing in the Contract creates a partnership, joint venture or agency between the
parties.

21.8 Changes to these Terms. Just Bee may update these Terms from time to time. The version published
on the date of an Order applies to that Order.

21.9 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection
with it (including non-contractual disputes or claims), is governed by the law of England and Wales. The
courts of England and Wales have exclusive jurisdiction.