In these conditions, unless the context requires otherwise:
Additional Definitions which are applicable only where the Goods are to be exported outside of the United Kingdom.
The following definitions apply only where the Goods are to be exported outside the United Kingdom. Definitions marked 'Part 1 only' apply solely where the Seller's written quotation states that delivery is on Ex-Works (EXW) terms. Definitions marked 'Part 2A only' apply solely where the Seller's written quotation states that delivery is on Delivered At Place (DAP) terms. Definitions marked 'Part 2B only' apply solely where the Seller's written quotation states that delivery is on Delivered Duty Paid (DDP) terms. Definitions marked 'Parts 2A and 2B' apply to both DAP and DDP deliveries. Definitions marked 'Parts 1, 2A and 2B' apply to all three delivery bases.
2.1. These Conditions shall apply to all Contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document. The Seller rejects any terms proposed by the Buyer unless expressly agreed in writing by the Seller.
2.2. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller’s authorised representative.
3.1. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller.
3.2. Quotations do not constitute an offer. The Seller reserves the right to withdraw or amend any quotation prior to any written acceptance by the Seller of the Buyer’s order pursuant to any such quotation.
3.3. Any quotation issued by the Seller shall remain open for acceptance for the period stated in the quotation. If no period is stated, the quotation shall lapse after 14 days from the date of issue. The Buyer’s order placed in response to a quotation constitutes an offer to purchase the Goods on the terms set out in the quotation and these Conditions. No contract shall come into existence until the Seller has confirmed the order in writing.
3.4. The Seller may cancel or amend any accepted order at any time before the cut-off time applicable to that delivery. The cut-off time shall be:
(a) midday, 2 Business Days before the scheduled Delivery Date for deliveries within England; and
(b) midday, 5 Business Days before the scheduled Delivery Date for deliveries within Scotland.
3.5. The Seller also reserves the right, upon accepting the Buyer's order, to include minor or administrative variations. Where the Seller varies an order in a material respect, it shall notify the Buyer and the Buyer shall have the right to reject such variation before the applicable cut-off time stated in clause 3.3.
3.6. No Order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Seller as a result of the cancellation.
3.7 The Seller may cancel any Order at any time before the Goods are delivered by giving written notice. On giving such notice, the Seller shall promptly repay to the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.
3.8. The Seller's liability for Goods that have exceeded their stated shelf life, best before date or use by date (as applicable) at or after the time of delivery shall be excluded. It is the Buyer's responsibility to ensure that Goods are used in accordance with the shelf-life information set out on the Goods, their packaging and/or the Technical Data Sheet.
4.1. The price of the Goods shall be the Price listed in the Seller’s stated price at the date of acceptance of the Order. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply
4.2. All Prices are exclusive of VAT. VAT shall be added at the applicable prevailing rate at the point of sale if applicable, and the Buyer shall be liable to pay any such VAT to the Seller, subject to the receipt of a valid VAT invoice
4.3. The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect:
(a) any increase in the cost to the Seller which is due to any factor beyond the reasonable control of the Seller (such as, without limitation, significant increase in the cost of labour, materials, overheads, energy costs or other costs of manufacture, any foreign exchange fluctuation, currency regulation, government charges, freight or transportation costs, insurance premiums, increases in taxes and duties); or
(b) any change in delivery dates or quantities for the Goods, which is requested by the Buyer; or
(c) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.4. Unless otherwise agreed in writing, all Prices comprise transport and insurance costs for sales within the United Kingdom. Prices for sales outside of the United Kingdom shall be as set out in the Seller’s written quotation and, where applicable, shall reflect the Incoterm specified therein (being either Ex-Works (EXW) under Part 1 or Delivered At Place (DAP) under Part 2A, or Delivered Duty Paid (DDP) under Part 2B, as the case may be).
5.1. The Buyer shall pay the Price (including any VAT, if applicable) in full and in cleared funds to a bank account nominated in writing by the Seller within 30 days from the date of the Seller’s invoice in respect of the Goods. Time for payment of the Price shall be of the essence of these Conditions
5.2. Failure to make payment on the due date shall entitle the Seller to:
(a) cancel the order or, if applicable, the balance of any order;
(b) suspend any further deliveries to the Buyer;
(c) charge the Buyer interest on the amount unpaid, at the rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until actual payment; and
(d) call for the immediate payment of all other monies owing by the Buyer to the Seller whether or not then due
5.3. The Buyer shall indemnify the Seller in respect of all costs and expenses (including legal costs) incurred by the Seller in the collection of any unpaid sum owing to the Seller pursuant to these Conditions
5.4. All amounts due under these Conditions shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.5. The Seller may at any time, without notice, withdraw or vary any credit terms offered to the Buyer. Upon such withdrawal or variation, all sums then outstanding to the Seller shall become immediately due and payable and the Seller may require payment in advance (pro forma) for any further Goods supplied under the Contract and/or any subsequent orders
6.1. Any Delivery Dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Failure by the Seller to meet the delivery date shall not entitle the Buyer to any compensation or damages or to cancel the respective order.
6.2. Delivery of the Goods within the United Kingdom shall be made to the Buyer’s address (Delivery Location). The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.
6.3. Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
6.4. A delivery note confirming the date of order, quantity and type of Goods will accompany each delivery. The Buyer shall sign the delivery note upon receipt. Any discrepancy between the delivery note and the Goods actually delivered must be notified to the Seller in writing within 3 Business Days of delivery.
6.5. Where the quantity of Goods delivered differs from the quantity specified in the Order by no more than 5%, the Buyer shall not be entitled to reject the Goods on that basis alone. In such circumstances the Seller shall make a pro rata adjustment to the invoice accordingly, and the Buyer's sole remedy shall be to accept the adjusted invoice.
6.6. The Seller shall replace within a reasonable period any Goods which are damaged or lost during transit for deliveries within the United Kingdom, provided that written claims are brought within three (3) Business Days of the Delivery Date and the Seller is allowed to inspect any damaged Goods. Without prejudice to the foregoing, the Seller's liability for non-delivery of the Goods shall be limited to the Buyer's reasonable cost of obtaining replacement goods in the market, less the Price of the Goods, and the Seller shall have no further liability for any loss arising from such non-delivery.
General Provisions (Applicable to All Deliveries — Domestic and International)
6.7. The Seller shall not be liable for any loss or damage of whatever nature which may be suffered by the Buyer as a direct or indirect result of the supply of the Goods being prevented, hindered or delayed by reason of any Force Majeure Event (as defined in clause 12 below).
6.8. The Seller may deliver the Goods by separate instalments. The Seller may raise a separate invoice and require payment for each instalment.
6.9. Each instalment shall constitute a separate and independent contract. Any failure by the Seller to deliver one or more instalments in accordance with these Conditions, or any claim by the Buyer in respect of any one or more instalments, shall not entitle the Buyer to treat the Contract as a whole as repudiated or to cancel any other instalment.
6.10. If the Buyer fails to take or accept delivery of the Goods within three Business Days of the Seller notifying the Buyer that the Goods are ready (or, under Part 1 of clause 7, fails to collect the Goods on the notified Collection Date), then, except where such failure or delay is caused by a matter beyond the Buyer's reasonable control or the Seller's failure to comply with its obligations:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Seller notified the Buyer that the Goods were ready; and
(b) the Seller shall store the Goods until actual delivery takes place and charge the Buyer for all related costs and expenses (including insurance); and
(c) if the Buyer has not taken delivery within a further 5 Business Days following deemed delivery under clause 6.10(a), the Seller shall have the right (without any liability to the Buyer) to resell or otherwise dispose of the Goods at such price and on such terms as the Seller thinks fit. The Seller shall be entitled to recover from the Buyer any shortfall between the amount realised on resale or disposal and the Price (together with all storage, insurance and disposal costs incurred). The Seller's exercise of this right shall be without prejudice to any other rights or remedies available to the Seller.
6.11. Upon delivery, the Buyer is responsible for ensuring the Goods are stored appropriately and immediately. The Buyer shall store the Goods in a clean, dry, cool place, adequately protected from the weather and in accordance with the Technical Data Sheet and the Seller's storage instructions. The Seller accepts no liability for deterioration of the Goods after delivery. Risk of spoilage, deterioration or damage shall pass to the Buyer on delivery. No return of perishable Goods will be accepted.
6.12. Where the Seller specifies a delivery window (or, under Parts 2A or 2B of clause 7, a Delivery Window), the Buyer must ensure that suitable personnel and facilities are available to accept delivery within that window. If the Buyer fails to accept delivery within the specified window, clause 6.10 shall apply.
6.13. Where applicable, certain packaging materials (such as Tosca pallets, Tosca containers, Blue Chep pallets and Red LPR pallets) are returned to third-party pallet networks and not directly to the Seller. The Buyer shall comply with all requirements of such pallet networks. Other packaging materials (including IBCs and Euro plastic pallets) are supplied on a one-way basis and the Buyer is responsible for the appropriate disposal of the same in compliance with applicable environmental regulations.
6.14. The Seller may refuse to deliver any Goods where the Buyer has any unpaid invoices outstanding to the Seller, or for such other reason which results in the Buyer being placed on stop by the Seller.
7.1. This clause 7 applies where the Goods are to be exported outside the United Kingdom. The basis of delivery shall be as specified in the Seller's written quotation:
(a) where the quotation specifies Ex-Works (EXW), Part 1 of this clause 7 shall apply; and
(b) where the quotation specifies Delivered At Place (DAP) or Delivered Duty Paid (DDP), Part 2 of this clause 7 shall apply.
Where no delivery basis is specified in the Seller's written quotation, Part 1 (Ex-Works) shall apply by default. All parts remain in the Contract at all times; the operative part is determined by the quotation without any requirement to amend or delete the other part(s).
PART 1 — EX-WORKS (EXW): BUYER COLLECTS AND ARRANGES ALL TRANSPORT
This Part applies where the Seller's written quotation specifies delivery on Ex-Works (EXW) terms.
7.2. Delivery shall be completed when the Goods are made available by the Seller at the Collection Point, ready for collection by the Buyer or the Buyer's nominated carrier, in accordance with Incoterms 2020.
7.3. Risk in the Goods shall pass to the Buyer at the point at which the Goods are made available for collection in accordance with clause 7.2, whether or not the Buyer or its carrier has actually taken physical possession of the Goods at that time.
7.4. The Buyer shall be solely responsible for arranging and bearing all costs associated with:
(a) the loading of the Goods onto the collecting vehicle (unless otherwise agreed in writing);
(b) all UK Export Requirements, including submitting all required export customs declarations to HMRC or any other relevant UK authority and obtaining any required export licences;
(c) all transit documentation, carrier arrangements, insurance and freight costs from the Collection Point to the Named Place of Destination; and
(d) all EU Import Requirements, including import customs declarations, import duties (including any applicable EU Common External Tariff duties), import licences, import health certificates, sanitary and phytosanitary certificates, border control post inspections, and any other regulatory approvals or formalities required to import the Goods into the Destination Country
7.5. Where the Buyer is not established in the United Kingdom, the Buyer shall appoint a UK Customs Agent to act as declarant in respect of all UK export customs declarations. The Seller shall not be required to act as declarant, exporter of record or customs agent in respect of any Export Documentation, and the Buyer shall indemnify the Seller in full against any costs, penalties, liabilities or losses incurred by the Seller arising from the Buyer's failure to comply with its obligations under this clause 7.5.
7.6. The Seller shall use reasonable endeavours to provide the Buyer with such Export Documentation as is within the Seller's possession and reasonably required to facilitate export and import clearance, including where applicable, and where the Seller is reasonably satisfied that the Goods qualify, a Statement on Origin for the purposes of claiming preferential tariff treatment under the TCA. The Seller gives no warranty that any such Statement on Origin will be accepted by EU or other customs authorities, and the Buyer bears all risk of import duty liability.
7.7. The Buyer shall notify the Seller in writing of the proposed Collection Date no less than 2 Business Days in advance. The Seller shall make the Goods available for collection on the notified Collection Date, provided that this falls on a Business Day during Business Hours. If the Buyer or its carrier fails to collect the Goods on the notified Collection Date, clause 6.10 shall apply.
7.8. The Seller shall have no liability for any delay, seizure, cost, loss or damage arising from:
(a) the Buyer's failure to comply with any UK Export Requirement or EU Import Requirement;
(b) any inspection, detention or seizure of the Goods by any customs, border or regulatory authority in the United Kingdom, in transit or in the Destination Country; or
(c) any act or omission of the Buyer's carrier, UK Customs Agent or freight forwarder.
PART 2 — SELLER ARRANGES TRANSPORT TO EU DESTINATION (DAP and DDP)
This Part applies where the Seller's written quotation specifies delivery on either Delivered At Place (DAP) terms (Part 2A) or Delivered Duty Paid (DDP) terms (Part 2B). Clauses 7.9 to 7.13 apply to both Part 2A and Part 2B. Clauses 7.14 to 7.17 apply to Part 2A only. Clauses 7.18 to 7.21 apply to Part 2B only.
Provisions applicable to both DAP and DDP
7.9. Delivery shall be completed when the Goods are placed at the Buyer's disposal at the Named Place of Destination, ready for unloading, in accordance with Incoterms 2020. The Named Place of Destination shall be as specified in the Seller's written quotation and/or the order confirmation.
7.10. Risk in the Goods shall pass to the Buyer when the Goods are placed at the Buyer's disposal at the Named Place of Destination, ready for unloading. The cost and risk of unloading at the Named Place of Destination shall be borne by the Buyer unless otherwise expressly agreed in writing.
7.11. The Seller shall be responsible for:
(a) arranging and bearing the Transport Costs of carriage of the Goods from the Seller's premises to the Named Place of Destination;
(b) complying with all UK Export Requirements, including submitting all required UK export customs declarations to HMRC or any other relevant UK authority and obtaining any required UK export licences; and
(c) bearing the cost and risk of loss or damage to the Goods during transit, up to the point of delivery at the Named Place of Destination.
7.12. The Seller shall use reasonable endeavours to provide the Buyer with such Export Documentation as is within the Seller's possession and reasonably required to facilitate import clearance into the Destination Country, including where applicable, and where the Seller is reasonably satisfied that the Goods qualify, a Statement on Origin for the purposes of claiming preferential tariff treatment under the TCA. The Seller gives no warranty that any such Statement on Origin will be accepted by EU or other customs authorities.
7.13. The Seller shall not be responsible for ensuring that the Goods comply with the food labelling, compositional, additive or contaminant requirements of the Destination Country. It is the Buyer's sole responsibility to ensure that the Goods, as supplied, are lawfully permitted to be imported, marketed and used in the Destination Country, and to obtain all necessary regulatory approvals prior to placing any order with the Seller. The Buyer shall indemnify the Seller against all losses, liabilities, costs and expenses arising out of or in connection with any failure to comply with this clause 7.13.
Part 2A – DAP Specific Provisions
The following clauses 7.14 to 7.17 apply only where the Seller's written quotation specifies Delivered At Place (DAP) terms.
7.14. The Buyer shall be solely responsible for:
(a) all EU Import Requirements, including import customs declarations, import duties (including any applicable EU Common External Tariff duties), VAT on importation, import licences, import health certificates, sanitary and phytosanitary certificates, border control post inspections, and any other regulatory approvals or formalities required to import the Goods into the Destination Country;
(b) ensuring that a suitably authorised Importer of Record is in place in the Destination Country, capable of acting as declarant for EU import purposes; and
(c) complying with all applicable laws and regulations of the Destination Country in connection with the receipt, storage, use, labelling, marketing and onward supply of the Goods.
7.15. Where any EU Import Requirement (including any sanitary or phytosanitary requirement, import health certificate, border control post inspection or similar requirement) results in a delay to the delivery of the Goods at the Named Place of Destination, the Seller shall not be liable for any such delay provided that the Seller has used reasonable endeavours to comply with all UK Export Requirements on its part. In such circumstances, the Seller may recover from the Buyer any additional storage, demurrage, re-routing or redelivery costs reasonably incurred as a result of such delay.
7.16. The Price for deliveries on a DAP basis shall include the Transport Costs unless the Seller's written quotation expressly states otherwise. Where Transport Costs increase materially between the date of the quotation and the date of delivery (by reason of fuel surcharges, regulatory changes, currency fluctuations or other factors beyond the Seller's reasonable control), the Seller reserves the right to adjust the Price accordingly upon written notice to the Buyer, in accordance with clause 4.3.
7.17. The Seller shall have no liability for any delay, cost, loss or damage arising from:
(a) the Buyer's failure to comply with any EU Import Requirement in the Destination Country;
(b) any inspection, detention or seizure of the Goods by any customs, border or regulatory authority in the Destination Country or in transit; or
(c) the Buyer's failure to ensure that a suitable Importer of Record is in place in the Destination Country
PART 2B — DDP SPECIFIC PROVISIONS
The following clauses 7.18 to 7.21 apply only where the Seller's written quotation specifies Delivered Duty Paid (DDP) terms
7.18. In addition to its obligations under clause 7.11, the Seller shall be responsible for discharging all import duties, import VAT or equivalent taxes, and customs clearance formalities required to import the Goods into the Destination Country, including the appointment of a suitably authorised customs agent or freight forwarder in the Destination Country where required.
7.19. Notwithstanding clause 7.18, the Seller's obligations in respect of import clearance are conditional upon the Buyer providing, in good time and at the Buyer's cost, all information, licences, permits, authorisations and documentation reasonably required by the Seller or its customs agent to effect import clearance into the Destination Country, including accurate commodity codes, import licences, import health certificates, sanitary and phytosanitary certificates, and any regulatory authorisations required in the Destination Country. The Buyer shall be liable for, and shall indemnify the Seller against, any costs, penalties, import duties, additional taxes or losses incurred by the Seller as a result of the Buyer's failure to provide accurate or timely information in accordance with this clause.
7.20. The Price for deliveries on a DDP basis shall include the Transport Costs and the Seller's reasonable estimate of applicable import duties and taxes at the date of the quotation unless the Seller's written quotation expressly states otherwise. Where Transport Costs or the applicable rate of import duties or taxes increase materially between the date of the quotation and the date of delivery (by reason of regulatory changes, tariff revisions, currency fluctuations or other factors beyond the Seller's reasonable control), the Seller reserves the right to adjust the Price accordingly upon written notice to the Buyer, in accordance with clause 4.3.
7.21. The Seller shall have no liability for any delay, cost, loss or damage arising from:
(a) the Buyer's failure to provide accurate, complete or timely information, documentation or authorisations required for import clearance under clause 7.19;
(b) any regulatory refusal or rejection of the Goods by the competent authorities of the Destination Country for reasons unrelated to the Seller's compliance with UK Export Requirements; or
(c) any inspection, detention or seizure of the Goods by any customs, border or regulatory authority in the Destination Country or in transit where such action results from the Buyer's acts, omissions or the requirements of the Destination Country's own regulatory regime
8.1. The Goods shall be at the Buyer’s risk as from delivery to or (where Part 1 of clause 7 applies) collection by or on behalf of the Buyer.
8.2. Notwithstanding delivery, title in the Goods shall not pass from the Seller to the Buyer until:
(a) the Buyer has settled in full the invoice raised by the Seller in respect of the Goods; and
(b) no other sums whatsoever shall be due from the Buyer to the Seller.
8.3. Until title in the Goods passes to the Buyer in accordance with clause 8.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession, marked in such a way that they are clearly identified as the Seller’s property and in the packaging in which they are supplied, and stored in a clean, dry, cool place and adequately protected from the weather. The Buyer shall promptly notify the Seller in writing if it becomes aware of any circumstances which may give rise to, or indicate a material risk of, any of the events referred to in clause 11.1, or if the Buyer is unable to comply with any of its obligations under this clause 8.3.
8.4. Notwithstanding that the Goods (or any of them) remain the property of the Seller, the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings.
8.5. The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that title in any of the Goods has not passed from the Seller.
8.6. Until such time as title in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 8.4 shall cease.
8.7. The Seller (and its authorised representatives) shall have the right to inspect the Goods at any time whilst title remains with the Seller, upon reasonable notice to the Buyer. The Buyer shall afford all reasonable access to its premises and relevant records for this purpose.
8.8. The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
8.9. From the date of delivery (or, where Part 1 of clause 7 applies, collection) and for so long as title in the Goods remains with the Seller, the Buyer shall insure and keep insured the Goods to the full Price against all risks (including, without limitation, loss, theft and damage) with a reputable insurer and on terms reasonably acceptable to the Seller. The Buyer shall whenever requested by the Seller produce a copy of the policy of insurance and evidence of payment of the premiums. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
8.10. The Buyer shall promptly notify the Seller in writing if it becomes aware of any circumstances which may give rise to, or indicate a material risk of, any of the events referred to in clause 11.1. Without prejudice to any other rights or remedies, the Seller may on giving written notice to the Buyer require immediate payment of all sums then outstanding (whether or not due) and/or exercise its rights under this clause 8 to recover the Goods in order to mitigate loss.
9.1. Puratos is and shall remain the sole owner of all intellectual property rights in its products, such as but not limited to trade secrets, patents and knowhow, formulas, recipes and all other information, data and knowhow related to its business. The disclosure of information to the Buyer, such as but not limited to data related to Puratos’ products and production process, shall under no circumstances imply the transfer of ownership or licence to use any of the intellectual property rights of Puratos to the Buyer. Without prejudice to the Buyer’s background intellectual property rights, any intellectual property rights in any development, improvement, innovation or other creation by Puratos, either for itself, on request of the Buyer, or based on the Buyer’s information, shall always be exclusively owned by Puratos without any right for the Buyer therein.
10.1 The Seller warrants that the Goods will correspond with their Technical Data Sheet at the time of delivery and will be free from defects at the time of delivery. The Seller guarantees the quality of its products during the shelf life of the Goods, provided that the Goods are transported and stored under normal conditions and used in accordance with the user instructions. Puratos does not guarantee any intended use of the Buyer. These warranties shall be void to the extent of:
(a) any alteration, change or modification of the Goods by Buyer without Seller’s approval;
(b) use of the Goods for a purpose other than food consumption and not explicitly agreed upon by Seller; or
(c) any act or omission of Buyer, its employees, agents or any third party under its control, including failure to meet Seller’s written instructions on storage and use.
10.2. Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.3. 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 be notified to the Seller within 48 hours from the date of delivery (as stipulated pursuant to these Conditions) where such notification relates to the quality or condition of the Goods or within 7 days from the date of delivery (as stipulated pursuant to these Conditions) in respect of other notifications.
10.4. The Buyer shall inspect the Goods upon delivery (and in any event before any repackaging, relabelling, processing, incorporation into other products or onward supply) and shall notify the Seller in writing of any alleged defect, damage, shortage or non-conformity in accordance with clause 10.3. The Seller shall be entitled to inspect the Goods and the Buyer shall, on request, provide the Seller with reasonable access to the Goods and any relevant storage and handling records.
10.5. It is a condition precedent to any liability on the part of the Seller that all Goods shall be kept by the Buyer in a clean, dry, cool place and adequately protected from the weather.
10.6. The Seller accepts no liability for:
(a) damage to Goods occurring in transit, except where the transport is organised by the Seller as a carrier and unless the Goods have been signed for on examination and written notice of claim has been given to the Seller otherwise than upon a consignment note or delivery document within three days of delivery;
(b) discrepancies on delivery unless the carrier receives written notification (otherwise than upon a consignment note or delivery document) within three days of delivery; or
(c) notices or labels applied by the Buyer to their products.
10.7. Where any valid claim in respect of the Goods is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods, but the Seller shall have no further liability to the Buyer.
10.8. The Seller shall have no liability for any defect in the Goods or for any loss arising from the Goods to the extent caused or contributed to by the Buyer’s (or its customers’ or carriers’) failure to store, handle, transport or use the Goods in accordance with the Technical Data Sheet, the Seller’s instructions and good industry practice (including, without limitation, any failure to maintain appropriate temperature, hygiene, segregation, rotation, traceability or stock control).
10.9. Where the Buyer repackages, relabels, processes, alters or combines the Goods with any other products, the Buyer shall be solely responsible for ensuring compliance with all applicable laws, regulations and codes of practice in relation to such activities and the placing on the market, marketing and supply of the resulting products (including all labelling, safety, regulatory, import/export and traceability requirements). The Buyer shall indemnify the Seller against all losses, liabilities, costs and expenses arising out of or in connection with any failure to comply with this clause 10.9.
10.10. If any recall, withdrawal, corrective action or customer notification (a Recall) is required or reasonably contemplated in relation to the Goods, the Buyer shall promptly provide all reasonable assistance and cooperation requested by the Seller (including providing batch/lot details, distribution records, quantities, customer details, complaint information and access to relevant premises and records). The Buyer shall not initiate or publicise any Recall relating to the Goods without the Seller’s prior written consent (unless required by law or a competent regulator, in which case the Buyer shall consult with the Seller as far as reasonably practicable).
10.11. To the extent permitted by applicable law, the Seller shall not be liable to the Buyer for any kind of punitive, special, indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever or as a result of the supply of Goods to the Buyer and loss of profit, loss of revenue, loss of business opportunities, damages or harm to reputation, goodwill or interests, except in respect of death or personal injury caused by the Seller’s negligence, breach of the terms implied by section 12 of the Sale of Goods Act 1979 or defective products under the Consumer Protection Act 1987.
10.12. Subject always to clause 10.11, the Seller’s total aggregate liability to the Buyer arising under or in connection with the Contract (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall not exceed an amount equal to the Price paid by the Buyer for the Goods giving rise to the claim. Without prejudice to clause 10.3, no claim may be brought in respect of the Goods after the expiry of the stated shelf life / best before date / use by date (as applicable) for the relevant Goods, as set out on the Goods, their packaging and/or the Technical Data Sheet.
11.1. The Seller shall be entitled to cancel the Contract or suspend any further deliveries under the contract without any liability to the Buyer, if:
(a) the Buyer makes any voluntary arrangement with its creditors; or becomes subject to an administration order; or becomes bankrupt or goes into liquidation; or
(b) an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
(c) the Buyer ceases or threatens to cease to carry on business; or
(d) the Seller reasonably apprehends that any of these events is about to occur in which case the Seller reserves its rights to exercise the terms of the Contract under clause 8 (Risk and Title) above; or
(e) there is a change of control of the Buyer (within the meaning of section 1124 of the Corporation Tax Act 2010).
12.1. Either party shall be excused of its obligations if it is prevented from such performance due to a Force Majeure Event. If such Force Majeure event exceeds 6 months, either Party shall have the option to immediately terminate this Agreement without any obligation to pay damages or compensation. A ‘Force Majeure Event’ means any event, circumstance or cause beyond a party's reasonable control, including (without limitation): acts of God; flood, drought, earthquake or other natural disaster; epidemic or pandemic; war, armed conflict, terrorist attack, civil commotion or riot; imposition of sanctions, embargo or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; interruption or failure of utility service (including electricity, gas, water or telecommunications); strikes, industrial action or lockouts (other than in relation to the affected party’s own workforce); and interruption or failure of transport networks or supply chains; shortage of materials, equipment or supplies; or any material change in law or regulation affecting the performance of the Contract.
12.2. Each party shall give notice as soon as reasonably practicable upon becoming aware of a Force Majeure Event, specifying the nature and anticipated duration of the circumstances giving rise to the Force Majeure Event. The affected party shall use all reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as soon as reasonably practicable.
13.1 Any notice given under or in connection with these Conditions must be in writing and delivered by one of the following methods:
(a) by hand;
(b) by first class or recorded delivery post; or
(c) by email.
13.2. Notices must be sent to the address or email address of the receiving party as set out in the Seller's quotation or the Buyer's order, or to such other address as that party has notified in writing.
13.3. A notice shall be deemed received:
(a) if delivered by hand, at the time of delivery;
(b) if sent by recorded delivery, three days after posting; and
(c) if sent by email, at the time of transmission, provided that if transmission occurs outside Business Hours, the notice shall be deemed received when Business Hours next resume.
14.1. Both parties will comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010
15.1. In this clause, Data Protection Legislation means all applicable data protection and privacy legislation in force in the United Kingdom from time to time, including the UK General Data Protection Regulation (as defined in section 3(10) of the Data Protection Act 2018 as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019) (UK GDPR), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any guidance, codes of practice and binding decisions issued by the Information Commissioner's Office; ‘personal data’, ‘data subject’, ‘controller’, ‘processor’, ‘processing’ and ‘data breach’ shall have the meanings given to them in the UK GDPR.
15.2. Each party acknowledges that, in connection with the performance of the Contract, it may receive or otherwise process personal data relating to the other party's employees, officers, representatives and contacts (including names, business contact details, and correspondence records). Each party shall, in respect of such personal data, act as an independent controller and shall comply with all applicable obligations imposed on it under the Data Protection Legislation.
15.3. Each party shall:
(a) process personal data received from the other party only to the extent necessary for the purposes of performing its obligations and exercising its rights under the Contract, and for no other purpose unless required by law;
(b) implement and maintain appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction or damage, having regard to the nature of the personal data and the risks involved;
(c) ensure that any persons authorised to process personal data are subject to appropriate obligations of confidentiality; and
(d) not transfer personal data received from the other party to any country or territory outside the United Kingdom without ensuring that an adequate level of protection is in place in accordance with the Data Protection Legislation
15.4. Each party shall, without undue delay and in any event within 48 hours of becoming aware, notify the other party if it suffers a data breach that affects personal data received from the other party and which is likely to result in a risk to the rights and freedoms of the relevant data subjects. Each party shall provide the other with all reasonable co-operation and information required in connection with the investigation and remediation of any such breach.
15.5. The Seller processes personal data of the Buyer's representatives and contacts for the purposes of order management, contract administration, invoicing, credit assessment, and communication in connection with the supply of Goods. Further details of the Seller's processing activities and data subjects' rights are set out in the Seller's privacy notice, a copy of which is available on request or on the Seller's website.
15.6. Nothing in this clause shall relieve either party of its own direct responsibilities under the Data Protection Legislation, and neither party shall be responsible for the other party's compliance with its own obligations as a controller
16.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 16.2.
16.2. Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this Clause 16.2; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority
16.3. Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
17.1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
17.2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy
18.1. If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Conditions.
18.2. If any provision or part-provision of these Conditions is deemed deleted under clause 18.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the same commercial result as the original provision
19.1. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
20.1. The Contract shall be governed by the laws of England and Wales and the Buyer consents to the exclusive jurisdiction of the courts of England and Wales in all matters regarding the contract