Updated Ts and Cs - Sales

12th October 2019 Posted in Corporate Social Responsibility

Troy Foods Limited - Conditions of Sale

1) Interpretation
a) In these conditions “buyer” means the company to which this invoice is addressed. “Goods” means the goods described for sale. “Seller” means Troy Foods Limited of Unit 1, Stourton Link, Intermezzo Drive, Leeds, LS10 1DF. “Conditions” means these conditions and includes any special terms and conditions set out over the following pages. “Contract” means the contract for the purchase and sale of the goods. “Writing” includes telex, cable, facsimile transmission and comparable means of communication electronic data interchange

2) Basis of Sale
a) The buyer purchasers the goods from the seller in accordance with any written quotation of the seller which is accepted by the buyer or any written order of the buyer which is accepted by the seller, subject in either case to these conditions, which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotations is accepted or purported to be accepted, or any such order is made or purported to be made, by the buyer.
b) No variation to these conditions shall be binding unless agreed in writing between the authorised representatives of the buyer and the seller.
c) The seller’s employees or agents are not authorised to make any representations concerning the goods unless confirmed by the seller in writing. In entering into the contract the buyer acknowledges that it does not rely on and waives any claim for the breach of, any such representations, which are not so confirmed.
d) Any advice or recommendation given by the seller or its employees or agents to the buyer or its employees or agents as to the storage, application or use of the goods which is not confirmed in writing by the seller is followed or is acted upon entirely at the buyers own risk, and accordingly, the seller shall not be liable for any such advice or recommendation which is not so confirmed.
e) The seller reserves the right to adjust the price of products prior to delivery or collection of all or any portion of the goods. VAT (Value Added Tax) will be charged where applicable.

3) Contract Sale Agreement

a) The seller supplies an agricultural product, its production and availability of which may be affected by a number of matters. If the terms of supply are in accordance with a supply contract drawn up between the buyer and the seller, such as a selling price and/or quantity over the course of a specified period, the seller undertakes to comply with these terms but, in view of the nature of the product supplied, reserves the right to vary the agreement whereby production and availability are restricted by factors such as, but not limited to, crop damage, failure, or scarcity.

4) Orders and Specifications
a) The quantity, quality and description of and any specification for the goods shall be those set out in the sellers quotation (if accepted by the buyer) or the buyers order (if accepted by the seller).

5) Terms of Payment
a) The buyer shall pay the price of the goods (without deduction) strictly 30 days following the date of the invoice. Receipts for payment shall only be issued on request.

b) If the buyer fails to make any payment on the due date, without prejudice to any other right of remedy available to the seller, the seller shall be entitled to call on:
i) Cancel the contract or suspend any further deliveries to the buyer;
ii) Appropriate any payment made by the buyer to such of the goods (or the goods supplied under any other contract between the buyer and seller) as the seller may think fit (not withstanding any purported appropriate by the buyer); and
iii) Charge the buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 2.5% per annum above HSBC Bank Base Rate from time to time, until payment in full is made.

6) Delivery
a) Any 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. Time for delivery shall not be of the essence unless previously agreed by the seller in writing.
b) Any returnable packaging materials used to supply the product eg. Plastic dolavs, crates or metal cages shall be returned in reasonable condition within a reasonable period of time, period not exceeding one month. Packaging materials damaged by the buyer shall be paid for by the buyer at the current price.

7) Risk and Property
a) Risk of damage to or loss of the goods shall pass to the buyer at the time of delivery or, if the buyer wrongfully fails to take delivery of the goods, the time when the seller has tendered delivery of the goods.
b) Notwithstanding delivery and the passing of risk in the goods, or any other provision of these conditions, the property in the goods shall not pass to the buyer until the seller has received in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by the seller to the buyer for which payment is then due.
c) The buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the seller, but if the buyer does so all monies owing by the buyer to the seller shall (without prejudice to any other right or remedy of the seller) forthwith become due and payable.
d) Until payment in full has been made the buyer shall hold the goods as bailee in a fiduciary capacity for the seller. Until such time as the property in the goods passes to the buyer (and provided the goods are still in existence and have not been re-sold), the seller shall be entitled at any time to require the buyer to deliver up the goods to the seller and, if the buyer fails to do so forthwith, to enter upon any premises of the buyer or any third party where the goods are stored and re-possess the goods.

8) Warranties and Liabilities
a) Any claim by the buyer which is based on any defect on the quality or condition of the goods or their failure to correspond with specification shall (whether or not delivery is refused by the buyer) to be notified to the seller within seven days from the date of delivery (unless the product is chilled in which case it shall be 24 (twenty-four) hours) or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the buyer does not notify the seller accordingly, the buyer shall not be entitled to reject the goods and the seller shall have no liability for such defect or failure, and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
b) Where any valid claim in respect to the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to the seller in accordance with these conditions, the seller shall be entitled to replace the goods (or the part in question) free of charge or, at the sellers sole discretion, refund to the buyer the price of the goods (or a proportionate part of the price), but the seller shall have no further liability to buyer.
c) Except in respect to death or personal injury caused by the seller’s negligence, the seller shall not be liable to the buyer by reason of any representation, or any implied warranty, condition or other term or any duty at common law, or under the express terms of the contract, for any consequential loss or damage (whether for loss or profit or otherwise), costs expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or re-sale by the buyer, except as expressly provided in these conditions.

d) The seller shall not be liable to the buyer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of the seller’s obligations in relation to the goods if the delay or failure was due to any cause beyond the seller’s reasonable control.
e) The seller shall use best endeavours to ensure a reasonable interval between delivery and the declared “best before” date shown on the packaging (if any). Seller does not operate a sale or return policy and it is the responsibility of the buyer to ensure correct stock rotation.

9) Insolvency of Buyer
a) This clause applies if:
i) The buyer makes any voluntary arrangements with its creditors or become subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);or
ii) An encumbrancer takes possession or a receiver is appointed, of any of the property or assets of the buyer; or the buyer ceases, or threatens to cease to carry on business; or the seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the buyer and notifies the buyer accordingly.
b) If this clause applies then, without prejudice to any other right or remedy available to the seller, the seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the buyer, and if the goods have been delivered but not paid for the price shall become immediately due and payable not withstanding any previous agreements or arrangement to the contrary.

10) Force Majeure
The seller shall not be liable for failure to provide any goods due to Act of God, fire, flood, storm, explosion, strikes, lockouts, other industrial dispute or action whether or not the strike, lockout or industrial dispute or action involves the sellers employees, war, civil disturbance, government or E.C. restrictions, prohibitions or restriction of imports or export, shortage of labour, materials or supplies, machinery breakdown, mechanical breakdown, accident, interruption of business or any other circumstance whatsoever outside its control.

11) Exports
The seller does not accept any responsibility for goods exported to countries outside the UK unless otherwise specifically agreed in writing. Sales transactions are based solely on commercial considerations such as price and quality. Nothing herein or in any other documentation implanting or otherwise related to any transaction (s) provided for herein (including without limitation letters of credit and documents furnished thereunder) shall be construed as expressing or implying agreement on the part of the seller to participate in or co-operate with any international boycott; no shall any document containing such an expressed or implied agreement be required of the seller. This provision is irrevocable and may not be modified by any subsequent oral or written statement or act of any representative of either party.