1.1. Unless expressly agreed in writing signed by a director of the Company all orders for goods and services are accepted only upon the terms of these Conditions together with any Special Conditions and supplementary conditions attached and no conditions which Buyer may in any way (whether by order, letter or otherwise, howsoever) seek to impose or introduce shall be of any effect whatsoever.
1.2. These Conditions supersede all prior representations or arrangements, and contain the entire agreement between the parties in connection with the products (unless otherwise stated on Seller’s order acknowledgement). Seller’s order acknowledgement means any document issued by Seller indicating the terms on which products or services are supplied.
1.3. Subject to the provisions of this contract, terms defined in the 2010 edition of Incoterms shall have the same meaning when used in these Conditions.
2.1. Any times quoted for despatch or delivery are estimates only and are given in good faith but are not guaranteed. In any event the time for delivery shall be extended by a reasonable time if Seller is delayed by industrial dispute or any cause beyond its reasonable control.
2.2. Delivery shall be made to the place and by the method specified on Seller’s order acknowledgement. Buyer is responsible for off-loading.
2.3. Packaging is included in the price and is not returnable unless otherwise stated on Seller’s order acknowledgement.
2.4. Each delivery shall be treated as a separate contract and partial deliveries shall be permitted. Accordingly failure to make any particular delivery, or any breach of contract in relation thereto, shall not affect any remaining deliveries.
2.5. Buyer shall take delivery of the products or services by any date quoted by Seller or requested by Buyer or (if none) within a reasonable time. Buyer shall be responsible for all storage and other costs relating to Buyer’s failure to comply with the contract.
2.6. Seller undertakes to obtain any UK licence(s) required for the export of the products or services from the UK by Seller. Buyer undertakes to comply with any such licence(s) and to obtain and comply with all other necessary licences, permits and consents.
3. PRICE AND PAYMENT
3.1. Unless otherwise stated on Seller’s order acknowledgement, prices are ‘ex-works’ and exclusive of VAT and all other duties, fees and taxes.
3.2. Payment shall be made in the currency stated on Seller’s invoice by 30th day following date of invoice, unless otherwise stated on Seller’s order acknowledgement.
3.3. Time of payment is of the essence of the contract. Seller may, at its sole discretion and without prejudice to any other remedy, charge interest at 5% per annum above Bank of England’s base rate for the time being (to accrue from day to day) on any sum owed to Seller under the contract which is not paid on the date specified in clause 3.2 until the date of actual payment. Buyer may not withhold payment or make any set off on any account.
3.4. In the circumstances described in Clause 6.4 all unpaid balances owing from Buyer to Seller shall become a debt immediately due and payable to Seller irrespective of whether property in the products or services has passed to Buyer.
4. SELLER’S WARRANTY
4.1. Seller warrants that the products or services are sold with good title and comply with Seller’s current product data sheets.
4.2. Seller does not warrant that the products or services are fit for any particular purpose or use by Buyer and it is for Buyer to satisfy itself that the products or services are so fit.
4.3. Buyer shall inspect the products or services as soon as practicable after delivery. Buyer shall notify Seller of any non-compliance with the contract within 10 days of goods arrival at sea port or for all air freight within 48 hours of goods landing and upon expiration of that time, such right shall lapse. When delivery is made by carrier on Seller’s behalf or when products or services fail to comply with Seller’s Warranty Buyer shall give Seller reasonable opportunity to correct such failure. If Seller fails to correct such failure Seller shall, at Buyer’s option, refund the invoiced value of the products or services or replace the products or services free of charge. Products which are alleged not to comply with the contract shall be preserved as far as possible for inspection by Seller.
4.4. Notwithstanding Clause 4.3 complaints concerning damaged containers shall be notified within 24 hours of receipt.
5. FORCE MAJEURE
5.1. Seller shall not be liable for any failure to comply with the contract through circumstances over which Seller has no reasonable control.
5.2. Seller may suspend or terminate its obligations under the contract if Seller’s ability to manufacture, supply, deliver or acquire materials by Seller’s normal means is materially impaired.
6. RISK AND TITLE
6.1. Risk in the products or services shall pass to Buyer upon delivery.
6.2. Seller shall retain ownership of all products and services supplied until all outstanding payments have been paid for in full. Buyer shall hold such products or services in a fiduciary capacity as Seller’s bailee even after Buyer has mixed them or processed them into other products until paid for in full. In the event that Buyer sells the products or services to a third party Buyer shall hold the proceeds of sale as Seller’s trustee to the extent of Seller’s interest therein.
6.3. Until ownership of the products or services passes to Buyer, Buyer shall insure them at full replacement value. Seller shall be entitled to require Buyer to redeliver (at Buyer’s cost) upon demand any products or services in Buyer’s possession in respect of which payment in full has not been made, or at Seller’s sole option, to enter unimpeded Buyer’s premises to recover any such products or services without prejudice to Seller’s other remedies.
6.4. If Buyer becomes insolvent or the subject of receivership or Seller has any other just cause for believing that Buyer will not pay for the products or services on the due date, and so notifies Buyer, Seller shall have the right to terminate the contract.
7. LIMITATION OF LIABILITY
7.1. In no circumstances whatever shall Seller be liable (in contract, tort or otherwise) for any indirect or consequential losses (including goodwill, business or expected savings), loss of profits or any third party claims in connection with the products or services.
7.2. Seller’s total aggregate liability in connection with the products or services of the contract is limited to the net ex-works invoiced value of the delivery from which the loss or damage arises.
7.3. No action may be brought against Seller in connection with the products or services of the contract unless proceedings are issued within two years of Seller’s invoice date.
8.1. No failure by Seller to enforce any provision of this contract shall be construed as a release of its rights.
8.2. If any provision of the contract is found to be invalid or unenforceable it shall be deemed to have the maximum effect permitted by law, or if not so permitted shall be deemed deleted.
9.1. This contract shall in all aspects be construed and operate as an English Contract in conformity with English Law. Buyer hereby agrees that the English courts shall have sole jurisdiction to decide any matters under this contract. Seller, at its sole option, may bring claims under any competent jurisdiction.
9.2. It is agreed that the United Nations Convention on Contracts for the International Sale of Goods has no application to the agreement.
Revised: March 2018, BritGrocer Ltd