# WHOLESALE TRADING AGREEMENT
Date: 23 September 2029
Parties: Oak & Vale Foods Limited and Beacon Pantry Stores Limited
## 1. Parties and purpose
Oak & Vale Foods Limited (Company No. 08110022), a producer at 2 Orchard Park, Hereford HR2 6EF, will sell its packaged preserves and sauces wholesale to Beacon Pantry Stores Limited (Company No. 07001122), 90 High Street, Bath BA1 5AW, for resale through Beacon's shops. The products and current prices are in Schedule 1.
## 2. Scope, price and subject
Beacon places orders by email stating product code, quantity, delivery address and requested date. Oak & Vale accepts or rejects an order within two business days; no order binds it until acceptance. Prices are exclusive of VAT and delivery, invoices are payable within 30 days, and Oak & Vale may review prices on 60 days' notice, not affecting accepted orders.
## 3. Operating duties
Oak & Vale will package, label and deliver products with at least six months' stated shelf life, subject to availability. Title passes on cleared payment, but risk passes on delivery to Beacon or its nominated carrier. Beacon must inspect within 48 hours and notify visible damage; latent defects must be notified promptly after discovery. Genuine non-conforming goods are replaced or credited at Oak & Vale's option.
## 4. Compliance, records and controls
Oak & Vale warrants that products comply with applicable food-safety, labelling, allergen and weights-and-measures requirements at delivery. Beacon must store them as instructed, preserve batch traceability, avoid relabelling or misleading claims, and immediately report a complaint, recall concern or adverse event. A recall follows the responsible regulator's direction, with each party co-operating and keeping contemporaneous records.
## 5. Term, ending and remedies
Beacon receives a non-exclusive, revocable licence to use Oak & Vale's trademarks only to sell genuine products in the UK. It must not alter packaging, register confusing domains or suggest endorsement of an unapproved health claim. Each party keeps the other's confidential pricing and customer information secure and complies with UK GDPR for contact data.
## 6. Liability and reservations
Either party may suspend orders for overdue undisputed invoices after seven days' notice. Material breach, insolvency, loss of a required food approval or repeated late delivery permits termination after a reasonable cure period; immediate action is allowed for unsafe products. On termination Beacon pays accepted orders and stops using marks, while valid consumer and product-liability rights remain.
## 7. Governing law and signatures
Neither party excludes liability for fraud, death or personal injury caused by negligence, defective products or liability that cannot lawfully be excluded. Other aggregate liability is capped at the previous 12 months' net purchases, excluding payment debts and confidentiality breaches. England and Wales law governs and the directors sign on 23 September 2029.