1. Goods or Services are not tested or sold as fit for any particular purpose and any term warranty or condition express implied or statutory to the contrary is excluded. In no circumstances whatsoever shall the Seller’s liability (in contract, tort or otherwise) to the Buyer arising out of or in connection with the contract or the goods supplied hereunder exceed the invoice price of the particular goods concerned and all liability (if any) for any indirect or consequential loss (howsoever arising) is expressly excluded. The Seller shall be under no liability for loss or damage or delay howsoever arising caused by circumstances outside his control. Where the Buyer has been shown a sample the Seller does not undertake that the bulk shall correspond with the sample in any quantifiable parameter or quality save that preshipment samples are truly representative of the bulk of goods so supplied.
2. All terms express or implied relating to the quality of goods or services are warranties only the breach of which gives no right to reject the goods or terminate the contract in any circumstances whatsoever.
3. Risk to the goods shall pass to the buyer on delivery.
4. If and to the extent that any person by whom the Seller has been supplied with the goods or services supplied hereunder (hereinafter referred to as the supplier) validly excludes restricts or limits his liability to the Seller in respect of the said goods or of any loss or damage arising from any liability of the Seller to the Buyer in connection with the said goods then the liability of the Seller to the Buyer in respect of the said goods shall be correspondingly excluded restricted or limited to the extent to which the Supplier is liable to the Seller in respect of the Seller’s liability to the Buyer and no further. Any term warranty or condition express or implied or statutory to the contract is excluded. The Seller will upon request supply the Buyer with details of any such exclusion restriction or limitation on its confirmation of order or contract.
5. All prices quoted are exclusive of Value Added Tax where applicable. Accounts in respect of goods or services supplied are due for payment by the Buyer on or before the date stated on this invoice. In the event of the Buyer not making payment as above the Seller reserves the right to charge interest (after as well as before any judgement) on the amount overdue at the rate of 2.5 per cent per week for the time being in force calculated from the due date on a daily basis until the date of payment and being payable without deduction of tax. Charges and costs accrued in collection of unpaid invoices other than interest will be itemised and become payable on final demand.
6. Delivery of goods shall be made by the Buyer collecting the goods from the Seller’s premises or if some other place for delivery is agreed by the Seller, by the Seller delivering the goods to the nearest point to the road which is suitable in the opinion of the Seller’s driver or agent. The unloading of goods without undue delay is the responsibility of the Buyer.
7. Notice of any claim arising out of or in connection with this contract must be given in writing to the Seller within 7 working days (for fresh produce within 48 hours or frozen produce not being received into frozen storage prior to departure of the delivering/collecting vehicle) from the date when the goods are collected or delivered, failing which all claims (other than claims arising out of or in connection with defects not discoverable upon reasonable examination of the goods) shall be deemed to be waived and absolutely barred. In any event, the Seller shall be under no liability for shortage or damage in transit or for deviation mis-delivery, delay or detention unless the Seller and the Carrier are advised thereof in writing otherwise than upon a consignment note or delivery document within three days and a claim is made on the Seller and the Carrier in writing within 7 days after the termination of transit as defined under the current conditions of carriage of the Road Haulage Association (in the computation of time for this purpose the following days shall not be included: Sunday, or any statutory holiday). The Seller shall be under no liability whatsoever if bulk is broken pending settlement of any claim. Suppliers are responsible for provision of all proofs of delivery of goods or services as stated at the time of order placement by the company.
8. The Seller shall not be responsible for any delays in deliveries or suspension of deliveries caused by strikes lockouts war fire breakdown of plant and machinery or any other cause beyond his control. Suppliers are responsible for their own wasted costs in any event.
9. Where by express agreement with Sellers Buyers return goods to stock a minimum handling charge of 50% of the invoice value plus any carriage or other costs incurred will be deducted from the amount to be credited.
10. All crates pallets and other packing materials are charged extra unless otherwise stated.
11. Where these Terms and Conditions in any way conflict with any terms or conditions stipulated by the Buyer then such terms or conditions stipulated by the Buyer shall be deemed to be ineffective to the extent that they are inconsistent herewith.
12. Notwithstanding delivery and the passing of risk in the goods, or any other provision of these conditions, the goods shall remain the sole and absolute property of the Seller as legal and equitable owner until the Seller has received in cash or cleared funds payment in full of all amounts owing to the Seller by the Buyer on any accounts whatsoever. The Seller may maintain an action for the price of the goods notwithstanding that the Seller retains ownership of them.
13. The Buyer until the happening of any of the events referred to in clause 14 below shall be entitled to sell the goods in the normal course of business but the Buyer shall until resale keep the goods separate and identifiable as the property of the Seller and properly stored, protected and insured and the proceeds of resale shall be held by the Buyer in a fiduciary capacity as agent for the Seller until the total amount of the indebtedness to the Seller shall be discharged.
14. In the event of any payment being overdue in whole or in part or any act or proceeding involving the Buyer’s solvency being taken the Buyer’s right to sell the goods shall cease and the Seller (without prejudice to any other rights it may have) may by its servants or agents enter upon the premises of the Buyer to recover any goods as yet unsold by the Buyer whether or not these have been incorporated into manufactured, blended or otherwise processed products.
15. Any provisions herein set out shall, to the extent to which it would by virtue of the Unfair Contract Terms Act 1977, be of no effect as against a person dealing as a consumer, not apply in respect of a sale to a person so dealing.
16. If any part of these conditions is found by any Court or other competent authority to be invalid, unlawful or unenforceable for any reason then these terms and conditions of supply shall be deemed modified to the minimum extent necessary to make such provision legal, valid and enforceable or if such modification is not possible then such part shall be severed from the remainder of these conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.