1. Unless expressly agreed in writing by a Director this contract and any future contract between the Buyer and the Seller shall incorporate the Sellers Standard Conditions of Business as set out below without exception or amendment. For the avoidance of doubt the Sellers Sales Representatives have no authority to accept, vary or amend any of the Sellers Standard Conditions of Business. If a Customers document contains terms and conditions additional to or at variation from these conditions every additional varying term or condition shall be of no effect.
2. The Buyer hereby admits and agrees that he has not and shall not be entitled to rely on any representations or warranties, whether written or oral, given by the Seller, its servants or agents save for those contained in the Sellers Standard Conditions of Business as set out below and save for written representations signed by a Director of the Seller.
3. Payment by the Buyer to the Seller shall be cash on delivery unless otherwise agreed. The Buyer shall be liable to pay the Seller interest at the rate of 4% above the Barclays Bank Limited base rate from time to time with a minimum rate of 15% on any sum owed to the Seller from the Buyer and such interest shall be calculated payable from the date when any such sum was due to be paid until the date when payment is made. In the event that any variations are agreed between the Buyer and the Seller regarding payment terms, which results in credit terms being extended to the Buyer this variation will cease and the full amount of any debt will be payable forthwith on the occurrence of any of the following:
3.1 Non-Compliance by the Buyer of any statutory demand.
3.2 The appointment of any Receiver/Liquidator over the Buyers assets.
3.3 Issue of execution or distress against Goods or Property of the Buyer.
3.4 The Buyer makes any arrangements with the Buyers creditors.
3.5 Any monies are unpaid more than 14 days after the agreed variation from the Sellers Standard Terms and Conditions. Any payment which results in a cheque being referred to drawer for whatever reason will incur the Buyer a charge of £30 per cheque so referred.
4. Under the provisions of Section 10 of the Sale of Goods Act 1979 or subsequent amending or varying legislation the property in the goods that are the subject of this contract shall not pass from the Seller to the Buyer until the goods have been paid for in full by, or on behalf of, the Buyer. Should the goods be sold before they have been paid for in full the Sellers interest shall attach to the proceeds of such re-sale, whether received or receivable, without prejudice to any further claim the Seller may have against the Buyer under this contract. The Seller further reserves the right to re-possess its goods should repayments in full not be received by the due date and the Buyer hereby authorises the Seller, its agents or employees to enter any premises where the goods or the proceeds thereof are kept for such purpose. Notwithstanding the foregoing, the Buyer shall not be entitled to return the goods or refuse or delay payment to the Seller on the grounds that the property in them has not passed.
5. The Seller shall have the right to exercise a lien over any goods or materials in its possession belonging to the Buyer and to sell any such goods or materials at the best market price reasonably obtainable if any accounts, invoices or debts due from the Buyer to the Seller remain unpaid after the due date for payment and the Seller shall have the right to apply the proceeds of such sale to any debt or liability due to the Seller from the Buyer.
6. Any goods supplied or to be supplied to the Buyer shall be at the Buyers risk from the time when the Seller notifies the Buyer that the goods are available for collection or from the time of delivery whichever shall be earlier.
7. Time for delivery by the Seller shall not be of the essence of the contract unless otherwise specified in writing. Nothing shall entitle the Buyer to claim or receive damages from the Seller for damages or loss suffered by the Buyer as a direct result of, or consequential upon, any delay by the Seller.
8.1 In the event of any goods sold or agreed to be sold by the Seller not complying with the express terms or the contract of sale, the Seller will replace the defective goods free of charge and without making any charge for transport, handling or other costs to the Buyer or will refund all payments made to the Seller by the Buyer, together with interest at 12% per annum from the date of payment having been made by the Buyer in respect of the defective goods.
8.2 In the event of any breach of contract by the Seller the remedies of the Buyer shall be limited to damages and in no circumstances shall the liability of the Seller exceed the price of the goods plus interest at 12% per annum from the date of payment of such price. Except in respect of human death or personal injury caused by the Sellers negligence, the Seller shall not be liable to the Buyer by reason of any misrepresentation or any express or implied warranty condition or other term or for negligence or any duty at common law in respect of any consequential loss or damage whether for loss of profit or otherwise, costs, expenses or other claims for consequential damage arising out of or in connection with the supply of the goods or their use or resale by the Buyer except as expressly provided at clause 8.1 hereof.
8.3 If goods are sold for a particular purpose which has been made known to the Seller, and proved to be unfit for such purpose, the Seller will at its sole discretion replace the defective goods free of charge, delivery, handling or other costs to the Buyer or will refund all payments made to the Seller by the Buyer, together with interest at 12% per annum from the date of payment in respect of goods which prove to be unfit for such purpose. Save as aforesaid, all and any express or implied conditions, statements or warranties, statutory or otherwise are hereby excluded. Price of any goods sold or offered for sale by the Seller is based upon the foregoing limitations upon its liability.
8.4 Any claim by the Buyer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Buyer does not notify the Seller accordingly the Buyer shall not be entitled to reject the goods and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
8.5 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Sellers obligations in relation to the goods if the delay or failure was due to any cause beyond the Sellers reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Sellers reasonable control:-
8.6 In the event of War, Atomic Explosion, Earthquake, Flood, Storm or other acts of God, strike, lock-outs, plague, epidemic or disease or other matters beyond the Sellers control which damage or impede the Sellers ability to perform its part of the contract the Seller shall be entitled to cancel this contract by written notice to the Buyer of their intention to do so and the Seller shall not thereupon be liable to the Buyer for any loss or damage sustained by the Buyer, howsoever caused.
9.1 The Seller may apply all or any part of any sum owing by the Seller, its subsidiaries or associates to the Buyer in relation to any matter whatsoever in or towards payment of any sum owing to the Seller here-under. For this purpose reference to the Seller or the Buyer includes any company which is for the purposes of the Companies Act 1949 a holding company subsidiary or associate of the Seller or the Buyer respectively.
9.2 The Seller may appropriate any payment made by the Buyer to the Seller against amounts that have been owing by the Buyer to the Seller for the longest period notwithstanding any prior appropriation of that payment by the Buyer.
10. It is hereby agreed and declared in relation to the sale of any motor vehicle by the Seller that the Buyer has relied solely upon his own inspection of the vehicle and not upon any express or implied representation or warranty, whether written or oral, made by or on behalf of the Seller to the Buyer, his servants or agents either before or at the time of the sale. Particularly, it is agreed and declared that the Buyer has satisfied himself as to the road-worthiness of the vehicle since no representation or warranty is given by the Seller in that regard.
11. The Buyer shall not be entitled to withhold payment of any amount payable under any contract to the Seller because of a disputed claim of any nature nor shall the Buyer be entitled to set-off any amount payable under any Contract to the Seller.
12. Where any conflict exists between the Sellers General Terms and Conditions and Additional Special Terms and Conditions the latter shall prevail.
ADDITIONAL SPECIAL TERMS AND CONDITIONS
FOOD PRODUCTS
1. Prices
1.1 Prices are (unless otherwise stated) quoted net of all taxes imports and levies which are or may from time to time be levied by any Government, Statutory or Local Authority and such additions (if any) shall be charged at the rates prevailing on the date of delivery or invoice as the case may be.
1.2 In the event of the Seller incurring any increase in packaging, insurance or transportation costs or any costs which are beyond its control, it reserves the right upon giving written notification to increase its price and such increased prices shall thereupon become payable by the Buyer in respect of any goods already ordered.
2. Claims
2.1 No claim shall be made by the Buyer against the Seller in respect of visible faults unless notice thereof is given to the Seller within 48 hours of delivery and such notice is confirmed in writing within seven days of delivery.
2.2 No claim shall be made by the Buyer against the Seller in respect of invisible faults unless notice thereof is given in writing sent to the Sellers premises within seven days of removal of the goods from the Buyers premises or public cold store and unless the goods shall have been kept in such cold store at a temperature not higher than minus 18¼C at any time (in the case of frozen foods) and between 0¼C and plus 5¼C in the case of chilled foods.
2.3 In respect of both visible and invisible faults the Seller shall be under no liability to the Buyer whatsoever unless the Seller, having been given the opportunity to inspect the goods has been unable to replace any found to be defective within 7 days of receipt of notice given (10 days in respect of overseas customers). Faulty goods so replaced shall be re-delivered to the Seller on request.
2.4 Any notice required to be given to the Seller under this condition shall be in writing sent by recorded delivery or by facsimile.
2.5 No claim will be agreed if the other party carries out repairs itself or brings about changes in the nature, composition or packaging of the goods delivered or has these carried out or brought about by third parties or if the goods delivered are used improperly or for any purpose other than that for which they are meant or are maintained and/or stored improperly or contrary to any agreed or legal regulations or if the defect of the goods can be ascribed to the other party in any other way.
3. Cancellations
In the event of any order being cancelled by the Buyer, the Buyer shall indemnify the Seller against all loss (including profits) costs (including labour and overheads) and all other expenses and damages incurred by the Seller in connection with the order and its cancellation.
4. Quantity
The Seller reserves the right on accepting orders to deliver (whether in any particular weight range of the goods ordered or in the total number of goods ordered) such numbers of the goods as shall not vary by more than 10% (either more or less) from the number ordered and the Buyer shall pay to the Seller for the number so delivered.
5. Offers
All offers are made subject to contract. Orders must be confirmed in writing to the Seller.
6. Delivery and Risk
6.1 The risk for the goods will be transferred to the Buyer as soon as they leave the place of production or storage when they are loaded into the means of transport.
6.2 The times of delivery mentioned in the offer and agreed are stated approximately. The Seller will not be liable for any damage as a result of late delivery.