Kleargrade Ltd t/a EC Aroma is registered in England and Wales. Company Registration Number: 09275804. Our registered address is Unit 19, Beeston Court, Manor Park, Runcorn, WA7 1SS, United Kingdom.
We are a manufacturer and supplier of food-grade flavour concentrates and aromatic compound systems, operating under UK food safety law, including the Food Safety Act 1990 and the Food Safety and Hygiene (England) Regulations 2013, and where applicable, EU Regulation (EC) No 1334/2008 on flavourings for EU-destined goods.
All orders are subject to these Terms and no other terms or conditions (including any terms on the Customer's purchase order) unless expressly agreed in writing by a director of Kleargrade Ltd t/a EC Aroma.
A contract is formed only when Kleargrade Ltd t/a Kleargrade Ltd t/a EC Aroma issues written confirmation of an order. Quotations are valid for 30 days unless otherwise stated and do not constitute an offer capable of acceptance.
The Company reserves the right to decline any order without liability, including where goods are not available, where a Specification cannot be met, or where the intended end use of the goods conflicts with applicable law.
The minimum order quantity is 1 kg per SKU unless otherwise agreed in writing. Bespoke development orders may be subject to higher minimums as specified in the relevant quotation.
All prices are quoted in pounds sterling (GBP) unless otherwise agreed. Prices are exclusive of VAT (where applicable) and exclusive of delivery charges, import duties and taxes.
VAT at the prevailing rate will be added to all invoices for UK-based customers. Payment terms are 30 days net from date of invoice unless credit terms have been separately agreed in writing.
Goods exported to the European Union are zero-rated for UK VAT purposes. EU customers are responsible for any import VAT, customs duties, and compliance with applicable EU import regulations at the point of entry. EC Aroma will provide appropriate documentation (commercial invoice, packing list, certificate of analysis) to support customs clearance.
EU customers trading under Intrastat or similar reporting obligations are responsible for their own regulatory filings. EC Aroma will provide EORI and commodity code information upon request.
Overdue amounts will accrue interest at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998. The Company reserves the right to suspend further supply pending payment of overdue invoices.
Delivery timescales quoted are estimates and time is not of the essence unless expressly agreed in writing. The Company will notify the Customer of any material delay.
Risk in the Goods passes to the Customer upon delivery to the address specified in the Order. Title passes upon receipt of full payment.
Unless otherwise agreed, goods are supplied on EXW (Ex Works, Runcorn, UK) Incoterms 2020 for all EU and international shipments. The Customer is responsible for arranging carriage, freight insurance, and all import formalities. DDP or DAP terms may be arranged by prior written agreement and will be reflected in the quotation.
The Customer is solely responsible for ensuring that the Goods may be lawfully imported into the destination country and for paying all applicable duties, taxes and levies.
All Goods supplied by Kleargrade Ltd t/a EC Aroma are manufactured to food-grade standards and are accompanied by a Certificate of Analysis (CoA) and Safety Data Sheet (SDS) upon request.
The Customer is responsible for determining the suitability of the Goods for their intended application, and for ensuring that the finished products in which the Goods are incorporated comply with all applicable laws and regulations in the country of sale, including labelling, compositional, and safety requirements.
Where Goods are developed to a Customer's Specification, the Customer warrants that use of the Specification does not infringe any third-party intellectual property rights and indemnifies EC Aroma against any claims arising from such infringement.
The Customer is responsible for storing Goods in accordance with the conditions stated on the product label and CoA. EC Aroma accepts no liability for deterioration in quality resulting from improper storage or handling after delivery.
Any claim for short delivery, damage in transit, or non-conformance with agreed Specification must be made in writing within 5 working days of delivery. Claims made outside this window will not be accepted unless the defect was latent and not discoverable upon reasonable inspection.
Bespoke and custom formulations are non-returnable unless they fail to meet the agreed Specification as demonstrated by independent laboratory analysis. The Company will not accept returns of Goods that have been altered, diluted, or incorporated into a finished product.
All formulations, recipes, processes, and proprietary blend compositions developed by Kleargrade Ltd t/a EC Aroma remain the exclusive intellectual property of Kleargrade Ltd t/a EC Aroma unless a written assignment agreement has been signed by a director of the Company.
The Customer may not reverse-engineer, reproduce, or disclose any formulation supplied under these Terms to any third party without prior written consent.
Where the Customer provides a reference sample for matching purposes, the Customer warrants that they have the right to submit such a sample and that matching it does not infringe any third-party rights.
Both parties agree to keep confidential all technical, commercial, and pricing information disclosed in connection with any Order or development project, and not to disclose it to third parties without the other party's prior written consent. This obligation survives termination of any Contract for a period of 5 years.
To the maximum extent permitted by law, Kleargrade Ltd t/a EC Aroma's total liability to the Customer in respect of any Contract shall not exceed the value of the Goods supplied under that Contract.
EC Aroma shall not be liable for any indirect, consequential, or special loss, including loss of profit, loss of business, or production downtime, howsoever caused.
Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.
Kleargrade Ltd t/a EC Aroma processes business contact data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Where Customers are based in the European Union, we ensure appropriate safeguards are in place for any cross-border data transfers in accordance with UK GDPR Article 46.
We use contact data solely for the purposes of fulfilling orders, issuing invoices, and maintaining the business relationship. We do not sell or share personal data with third parties for marketing purposes.
Kleargrade Ltd t/a EC Aroma shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, pandemic, regulatory change, supply chain disruption, or transport delays. The Company will notify the Customer promptly of any such event and its likely duration.
These Terms and any Contract formed under them are governed by the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute, save that EC Aroma reserves the right to seek injunctive relief in any jurisdiction.
Disputes will first be referred to good-faith negotiation between senior representatives of both parties. If not resolved within 30 days, either party may refer the dispute to mediation before commencing court proceedings.
Kleargrade Ltd t/a EC Aroma reserves the right to update these Terms at any time. The version in force at the date of an Order confirmation is the version that governs that Contract. Customers are advised to review these Terms before each order.
For any queries regarding these Terms, please contact:
Kleargrade Ltd t/a EC Aroma
Unit 19, Beeston Court, Manor Park
Runcorn, WA7 1SS
United Kingdom
Tel: +44 1928 571394
Email: info@ec-aroma.com