BASHASHA LTD
Terms & Conditions
These Terms & Conditions (“Terms”) are a legally binding agreement between BASHASHA LTD (“we”, “us”, “our”), a company registered in the United Kingdom with address at 9 Dalmain Cl, Cheetham Hill, Manchester, M8 9BG, and you (“you”, “your”), the customer (retail individual or wholesale business entity) engaging our freeze-dried fruits and vegetables and dehydrated vegetable supply services (“Services”). By requesting, booking, placing an order (retail/wholesale), or receiving our Services, you agree to be bound by these Terms, our Privacy Policy and our Returns Policy (collectively the “Agreements”). If you do not agree with any part of these Agreements, you must not use our Services or place an order with us.
These Terms apply to all our Services and products, including but not limited to dehydrated onion (granules/powder), dehydrated garlic (granules/powder), freeze-dried corn, freeze-dried carrots, freeze-dried green beans, and any other freeze-dried fruits and vegetables and dehydrated vegetables we supply. Any additional terms or order-specific agreements (e.g., wholesale bulk order contracts) entered into between you and us will supersede these Terms to the extent of any conflict.
1. Service Provision & Product Quality 1.1 We will provide the Services and supply the products in accordance with the order details agreed between you and us (including product type, quantity, quality standards, packaging, delivery timeline and pricing), whether for retail or wholesale orders. 1.2 We warrant that all products supplied will be 100% natural, free from preservatives and additives (unless otherwise specified), meet the agreed quality standards, and be fit for their intended use (cooking, seasoning, snacking, food processing). 1.3 We reserve the right to change product availability, specifications, or packaging with prior written notice to you. If a product is no longer available, we will offer a suitable alternative or a full refund (at your option). 1.4 We will make every effort to ensure product freshness during shipping, using moisture-proof, sealed packaging. However, we are not liable for minor quality changes caused by factors beyond our reasonable control (e.g., extreme weather during shipping).
2. Customer Obligations 2.1 You warrant that: – You have the legal right and authority to engage our Services, place an order (retail/wholesale), and (for wholesale partners) to bind your business to these Terms. – The information you provide to us (contact details, delivery address, business information for wholesale) is accurate, complete, and up-to-date. – You will use our products for legitimate purposes only (food consumption, cooking, food processing) and will not resell our products in their original packaging without our explicit written consent (wholesale partners excepted). 2.2 You agree to cooperate with us during the provision of the Services, including providing timely feedback, approvals (for wholesale custom orders), and additional information as required by us. 2.3 You agree to inspect delivered products within 24 hours of receipt (wholesale) or 48 hours (retail) and notify us of any defects, damage, or discrepancies immediately (in accordance with our Returns Policy). 2.4 You agree to maintain the confidentiality of any confidential information we provide to you (e.g., wholesale pricing, proprietary packaging designs, supplier details) and not to disclose or use such information for any purpose other than the agreed order.
3. Fees & Payment 3.1 The fees for the Services and products (including retail/wholesale prices and shipping costs) will be agreed between you and us in writing (via email, order confirmation, or wholesale contract). All prices are quoted in British Pounds Sterling (GBP) and include UK VAT (where applicable). 3.2 Payment terms are agreed in the order confirmation or wholesale contract, and may include: – Retail Orders: Full payment at the time of order placement (via secure payment methods). – Wholesale Orders: A deposit (usually 30-50% of the total fees) paid in advance, with the balance paid upon delivery of the products (or as agreed in writing). 3.3 All payments must be made via the agreed payment method (e.g., bank transfer, credit card, debit card). We will not accept cash payments for any orders (retail or wholesale). 3.4 If you fail to make payment in accordance with the agreed payment terms, we reserve the right to: – Suspend the provision of the Services or order fulfillment until full payment is received. – Charge late payment interest (in accordance with UK law) on the outstanding amount. – Terminate the order or agreement and retain any fees already paid by you as compensation for work already completed. 3.5 Any additional Services or revisions requested by you after the commencement of the order (e.g., custom packaging, order quantity adjustments) will be subject to additional fees, which will be agreed in writing by both parties before the additional Services/revisions are provided.
4. Intellectual Property Rights (IP) 4.1 Your IP Rights: You retain all intellectual property rights in your personal/business information and logo (for wholesale partners). We do not claim any IP rights in your original information. 4.2 Our IP Rights: We retain all intellectual property rights in our product branding, packaging designs, product catalogs, website content, and any proprietary information we provide to you. You may not use, copy, modify, or disclose such proprietary IP for any purpose other than the agreed order without our explicit written consent. 4.3 Wholesale Partners: You may use our product images and descriptions for retail purposes (e.g., in your store or website) only with our explicit written consent, and you must not alter such images or descriptions without permission.
5. Confidentiality 5.1 Both parties agree to maintain the confidentiality of all confidential information disclosed to each other during the provision of the Services (including but not limited to wholesale pricing, order details, product specifications, packaging designs, and business information). 5.2 Confidential information does not include information that: – Is or becomes publicly available through no fault of the receiving party. – Was already known to the receiving party before disclosure by the disclosing party. – Is independently developed by the receiving party without using the disclosing party’s confidential information. – Is required to be disclosed by law, court order or government/regulatory authority request. 5.3 The confidentiality obligation under this Clause will survive the termination or expiration of the order or agreement for a period of 3 years from the date of delivery of the products.
6. Limitation of Liability 6.1 To the fullest extent permitted by UK law, BASHASHA LTD will not be liable to you for any direct, indirect, incidental, consequential, special or punitive damages arising out of or in connection with the provision of the Services or the supply of products, including but not limited to loss of profits, loss of business opportunities, loss of reputation, or any other indirect or economic damages. 6.2 Our total aggregate liability to you for any claims arising out of or in connection with these Terms, the Agreements, or the Services will not exceed the total fees paid by you for the relevant order. 6.3 We will not be liable for any delays, failures or losses caused by factors beyond our reasonable control (force majeure), including but not limited to natural disasters, network outages, power failures, legal/regulatory changes, third-party service provider failures (logistics, payment), and your late provision of information or feedback. 6.4 This limitation of liability does not apply to: – Death or personal injury caused by our negligence. – Fraud or fraudulent misrepresentation by us. – Any liability that cannot be limited or excluded under UK law (e.g., product liability for defective products causing harm). – Breach of confidentiality obligations.
7. Termination 7.1 Either party may terminate the order or agreement by providing written notice to the other party if the other party commits a material breach of these Terms or the Agreements, and fails to remedy the breach within 14 calendar days of receiving written notice of the breach. 7.2 We may terminate the order or agreement immediately by written notice if: – You fail to make payment in accordance with the agreed terms. – You provide false or misleading information (personal/business) to us. – You use our products or Services for illegal, unethical, or unauthorized purposes. – You breach the confidentiality obligations under these Terms. 7.3 You may terminate the order or agreement by written notice only if we commit a material breach of these Terms or the Agreements (e.g., failure to deliver products, supply defective products in large quantities) and fail to remedy the breach within the agreed period. 7.4 Upon termination of the order or agreement: – We will deliver all completed products to you for which you have paid the fees. – You will pay us for all products supplied and work completed by us up to the date of termination (even if the full order is not completed). – Both parties will comply with their confidentiality obligations (as set out in Clause 5). – The Clauses of these Terms relating to IP rights, confidentiality, limitation of liability and dispute resolution will survive termination.
8. Dispute Resolution 8.1 Any dispute, controversy or claim arising out of or in connection with these Terms, the Agreements, the Services, or the supply of products (collectively “Disputes”) will first be resolved by amicable negotiation between you and us. We will use our best efforts to resolve the Dispute within 30 days of the date the Dispute is notified in writing. 8.2 If the Dispute cannot be resolved by amicable negotiation, either party may submit the Dispute to mediation by a neutral third-party mediator agreed by both parties. The costs of mediation will be shared equally by both parties, unless otherwise agreed. 8.3 If the Dispute cannot be resolved by mediation, the Dispute will be finally resolved by the courts of England and Wales, which will have exclusive jurisdiction over all Disputes.
9. General Provisions 9.1 Governing Law: These Terms and any order/agreement between you and us will be governed by and construed in accordance with the laws of England and Wales. 9.2 Entire Agreement: These Terms, our Privacy Policy, our Returns Policy and any order confirmation/wholesale contract constitute the entire agreement between you and us in relation to the Services and products, and supersede all prior oral or written agreements, representations and understandings between the parties. 9.3 Amendments: Any amendments or modifications to these Terms must be in writing and signed by both parties (or confirmed by electronic email). 9.4 Assignment: You may not assign or transfer your rights or obligations under these Terms to any third party without our explicit written consent. We may assign or transfer our rights or obligations under these Terms to a third party (e.g., a subsidiary or successor company) by notifying you in writing. 9.5 Severability: If any clause or provision of these Terms is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining clauses or provisions will remain in full force and effect. 9.6 Notices: All notices, requests and communications under these Terms must be in writing and sent to the agreed contact details (email, post or phone) of the other party. Notices sent by email will be deemed received on the day of sending; notices sent by post will be deemed received 3 business days after posting.