ALBION FINE FOODS : STANDARD TERMS AND CONDITIONS OF BUSINESS
1. Interpretation
(i) In these conditions: -
“the Company” means Albion Fine Foods Ltd
“the Customer” means the person or company with whom the sale and purchase of any goods is agreed.
“Conditions” means the terms and conditions set out in this document and any special terms and conditions agreed in writing between the Company and the Customer.
“Force Majeure” means an act of God including but not limited to fire, flood, earthquake, windstorm or other natural disaster, act of warfare or insurrection, damage to property by or under the Order of any Government or Public or Local Authority or imposition of any Government Sanction, embargo or similar action, Judgment, Order, Decree, Embargo, Blockade, civil commotion, riot, epidemic, Labour Dispute including but not limited to strike, lock-out or boycott, interruption or failure of service including but not limited to electric, power, gas, water or telephone service and/or network, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 2 days.
“Goods” means the foods and ancillary items supplied by the Company pursuant to the Customer’s order as set out in the Sales Order.
“Sales Order” means the sales order form completed by the Company pursuant to receipt of an order from the Customer.
(ii) In these Conditions the masculine gender shall include the feminine and neuter genders and vice versa and the singular shall include the plural and vice versa.
(iii) The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Conditions applicable
(i) These conditions shall apply to all contracts for the sale of Goods by the Company to the Customer to the exclusion of all other terms and conditions including any terms or conditions which the Customer may purport to apply under any purchase order confirmation or similar document.
(ii) All orders for Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Conditions.
(iii) Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions.
(iv) Any variation of these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company.
3. The Goods
(i) The quantity and description of the Goods shall be as set out in the Sales Order.
(ii) At delivery the Customer shall be responsible for checking that the Goods supplied correspond with the Sales Order and shall sign for receipt of the Goods.
(iii) If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because of a lack of instructions from the Customer, the risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence) and the Goods shall be deemed to have been delivered.
4. Price and Payment
(i) The price payable for the Goods shall be as set out in the Sales Order.
(ii) Following delivery of the Goods the Company shall leave an invoice at the Customer’s premises at the same time as delivery, or send an invoice direct to the Customer, for the sum due and owing as set out in the Sales Order.
(iii) Payment of the price and VAT shall be due as per individual terms agreed with the customer. In the absence of specific terms payment will be within 30 days of the end of the month date of the invoice, time being of the essence.
(iv) Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of two per cent (2%) above Barclays Bank Plc base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
(v) In the event of the Customer’s cheque being refused or returned, a ten pound (£10.00) levy shall be payable in addition to the price.
(vi) The company reserves the right at any time in its absolute discretion to revoke or vary any credit extended to the Customer.
5. Risk and Property
(i) The Goods will remain the property of the Company until full payment in cash or cleared funds has been received by the Company for the Goods supplied by the Company to the Customer in respect of which payment is outstanding.
(ii) Risk in the Goods supplied to the Customer will pass to the Customer upon delivery.
6. Set off
(i) The Company shall be entitled at any time whatsoever, without notice to the Customer, to set-off any amounts due on any accounts whatsoever owed to the Company by the Customer against any amounts due on any accounts whatsoever owed to the Customer by the Company.
7. Acceptance of the Goods
(i) The Customer shall be deemed to have accepted the Goods in full twenty four (24) hours after delivery to the Customer.
(ii) After acceptance the Customer shall not be entitled to reject the Goods.
8. Limitation of liability
(i) The Company accepts no liability for any costs, expenses, loss or damage, including any loss (including consequential loss) or damage whether direct or indirect save as provided in these Conditions, and provided that nothing in these Conditions shall restrict or exclude liability for death or personal injury caused by the Company's negligence or affect the statutory rights of any person dealing as a consumer.
(ii) The Company's total liability for any loss, damages, costs or expenses shall not exceed an amount equal to the invoice value for the Goods.
9. Exclusion of Liability
(i) All implied terms, conditions and warranties relating to the quality and/or fitness for purpose of the Goods or any of the Goods are excluded.
(ii) All representations, statements or warranties made or given by the Company, its servants or agents (whether orally in writing or in any of the Company’s brochures, catalogues and advertisements) regarding the quality and fitness for purpose of the Goods or any of the Goods are excluded.
10. Force Majeure
Neither the Company nor any of its employees, agents or subcontractors shall be considered in breach of this contract or to be under any liability whatsoever to the Customer for the non-performance, part-performance, defective performance or delay in performance of any obligation performed or to be performed by the Company, its employees, agents or sub-contractors under the Contract which is directly or indirectly caused or is as a result of an event of Force Majeure and the dates and time scales (if any) specified in the Order Particulars and/or the performance of the Services shall be extended by a fair and reasonable period of time which is sufficient to enable the Company to perform or re-perform the relevant contractual obligation.
11. Exclusion of Waiver
In no event shall any delay, failure or omission on the part of the Company in enforcing, exercising or pursuing any right, power, privilege, claim or remedy arising under these Conditions be deemed to be or construed as:
(i) a waiver thereof of any such right, power, privilege, claim or remedy or
(ii) operate so as to bar the enforcement or exercise of any such right, power, privilege, claim or remedy in any other instance at any time or times thereafter
12. Legal Jurisdiction
The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
All contracts between the Company and the Customer shall be governed and construed in accordance with the Laws of England and Wales, and the Customer agrees to submit to the jurisdiction of the Courts of Law in England and Wales in respect of them.
