The Buyer’s attention is particularly drawn to Clause 10
1. Definitions
| Buyer | the person who buys or agrees to buy the goods from the Seller. |
| Conditions | the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller. |
| Force Majeure Event | has the meaning set out in clause 12. |
| Goods | the food products and related goods the Seller agrees to buy. |
| Price | the price for the Goods, excluding VAT and any carriage, packaging and insurance costs. |
| Seller | means Food Finders (UK) Ltd, trading as Barrington Foods, of The Old Stables, Sutton Manor Farm, Bishop’s Sutton, Hampshire, SO24 0AA. |
| VAT | means value added tax under the Value Added Taxes Act 1994 or the fiscal tax applying to the sale of the Goods. |
2. Conditions
2.1These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.
3. Price
The Price shall be the price quoted on the Seller’s confirmation of order.
4. Payment and Interest
4.1Payment of the Price and VAT shall be due within 28 days of the date of the Seller’s invoice.
4.2Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 4 % per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
4.3The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
4.4Where the Buyer defaults in payment, the Seller is entitled to suspend any or all further deliveries under the Contract.
5. Goods
5.1The Goods will correspond with any specification supplied by the Seller and will be of satisfactory quality, but are not tested or sold as fit for any particular purpose unless specifically agreed in writing by the Seller.
5.2After delivery, the Buyer is responsible for storing, handling, using and (where applicable) reselling the Goods in accordance with any storage instructions, ‘use by’ or ‘best before’ dates and applicable food safety law, and for maintaining the cold chain for any chilled or frozen Goods.
5.3The Buyer is responsible for satisfying itself that the Goods are suitable for the Buyer’s intended use and for the requirements of its own customers, including in relation to allergens and ingredient information.
5.4The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.
6. Delivery of the Goods
6.1Delivery of the Goods shall be made to the address nominated by the Buyer at the time of ordering.
6.2The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
6.3The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.
6.4If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
6.5Failure by the Buyer to take delivery of any one or more instalments entitles the Seller to terminate the Contract in whole or in part.
6.6If the Seller fails to deliver, or makes a defective delivery of, any instalment, that failure or defective delivery shall not affect the parties’ obligations in respect of the other instalments.
7. Acceptance of the Goods
7.1The Buyer shall be deemed to have accepted the Goods 3 working days after delivery to the Buyer.
7.2The Buyer shall carry out a thorough inspection of the Goods within 3 working days. If the Buyer discovers that some or all of the goods are defective, the Buyer must give notice in writing to the Seller and must return the Goods to the Seller at the Buyer’s cost. The Seller shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.
7.3Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
8. Title and risk
8.1Risk shall pass on delivery of the Goods to the Buyer’s address or, as the case may be, collection by the Buyer.
8.2Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
8.3Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller. The Buyer may resell or use the Goods in the ordinary course of its business, but shall hold the proceeds of any resale on trust for the Seller to the extent of the amount owed.
8.4The Seller may at any time before title passes and without any liability to the Buyer:
8.4.1repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
8.4.2for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
8.5The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
9. Carriage of Goods
Carriage will be chargeable on all sales. This will be at the rate advised by the Seller on confirmation of order.
10. Limitation of Liability: THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
10.1Nothing in these Conditions shall limit or exclude the Seller's liability for:
10.1.1death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
10.1.2fraud or fraudulent misrepresentation;
10.1.3breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
10.1.4defective products under the Consumer Protection Act 1987.
10.1.5any matter in respect of which it would be unlawful for the Contractor to exclude or restrict liability.
10.2Subject to clause 10.1:
10.2.1the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
10.2.2the Seller's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
10.3This clause 10 shall survive termination of the Contract.
11. Entire Agreement
11.1This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
11.2Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
12. Force Majeure
12.1If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;
12.2For the purpose of this Agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:
12.2.1Strikes, lockouts or other industrial action;
12.2.2Terrorism, civil commotion, riot, invasion, war threat or preparation for war;
12.2.3Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, bad weather or other natural physical disaster;
12.2.4Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and
12.2.5Political interference with the normal operations.
13. Survival of Causes of Action
The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.
14. Severability
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.
15. Waiver
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16. Variation
16.1No variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
16.2The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
17. Law and Jurisdiction
17.1This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
17.2Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).