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, terpenes, aroma chemicals 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. Materials supplied for fragrance, cosmetic or other non-food applications are supplied in accordance with REACH (EC 1907/2006), CLP (EC 1272/2008) and, where applicable, the Cosmetics Regulation (EC 1223/2009).
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 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 to the Goods remains with the Company until it has received full payment in cleared funds of all sums due in respect of the Goods and any other sums owed by the Customer to the Company on any account. Until title passes, the Customer shall: (a) hold the Goods on a fiduciary basis as the Company's bailee; (b) store the Goods separately and identifiably as the Company's property; (c) not remove or obscure any identifying marks or packaging; and (d) maintain the Goods in satisfactory condition and keep them insured for their full price. The Customer may use or resell the Goods in the ordinary course of business, in which case it shall hold the proceeds of sale attributable to the Goods on trust for the Company. If payment is overdue, or the Customer suffers an insolvency event, the Company may, without limiting any other right, require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises where the Goods are stored in order to recover them.
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.
The Company warrants that, at the time of delivery, the Goods will conform in all material respects with the agreed Specification and will be of satisfactory quality for their stated purpose as an ingredient for professional manufacture. Except as set out in these Terms, and to the maximum extent permitted by law, all other warranties, conditions and terms implied by statute or common law (including under the Sale of Goods Act 1979) are excluded.
Where a valid claim is made under clause 7 in respect of Goods that do not conform to the warranty above, the Company shall, at its sole option: (a) replace the non-conforming Goods; (b) re-perform the relevant development work; or (c) issue a credit or refund of the price of the non-conforming Goods. This constitutes the Customer's sole and exclusive remedy for non-conforming Goods, subject always to clause 10.
The warranty does not apply to any defect arising from: fair wear and tear; improper storage, handling or use after delivery; use beyond the stated shelf life; incorporation contrary to the CoA, SDS or good manufacturing practice; or any alteration or dilution of the Goods by the Customer or any third party.
Orders for stock items may be cancelled by written notice only with the Company's written consent, and the Company may charge for costs reasonably incurred up to the date of cancellation.
Bespoke and custom-formulated Goods, private label and OEM orders are non-cancellable once development or production has commenced. In the event of purported cancellation, the Customer shall pay for all work performed, materials committed and Goods manufactured up to the date of cancellation, together with any unrecoverable costs incurred by the Company.
The Company may suspend or terminate any Contract with immediate effect by written notice if the Customer fails to pay any sum when due, commits a material breach of these Terms, or suffers an insolvency event (including administration, liquidation, receivership, a company voluntary arrangement, or any analogous event in any jurisdiction). Upon termination, all sums owed to the Company become immediately due and payable.
Samples are provided solely for the Customer's technical evaluation and are not for resale or incorporation into commercial products. Samples are provided "as is" and, to the maximum extent permitted by law, the Company accepts no liability arising from their use. Minor variations may occur between samples and production batches within normal manufacturing tolerances; such variations shall not constitute non-conformance. Any evaluation results the Customer wishes to rely upon should be confirmed against production material.
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.
Entire agreement. These Terms, together with the Order confirmation and any documents expressly referred to in them, constitute the entire agreement between the parties and supersede all prior discussions, representations and arrangements relating to their subject matter. The Customer acknowledges that it has not relied on any statement or representation not set out in these Terms.
Assignment. The Customer may not assign, transfer or subcontract any of its rights or obligations under a Contract without the Company's prior written consent. The Company may assign or subcontract its rights and obligations to any affiliate or successor in business.
Severability. If any provision of these Terms is held invalid or unenforceable, that provision shall apply to the minimum extent required and the remaining provisions shall remain in full force.
No waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that or any other right.
Third-party rights. No person other than the parties to a Contract shall have any right to enforce any of these Terms under the Contracts (Rights of Third Parties) Act 1999.
Notices. Formal notices under a Contract must be in writing and delivered by hand, prepaid post or email (with confirmation of receipt) to the registered office or principal contact address of the relevant party.
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