Terms & Conditions Of Purchase

1. Interpretation

1.1 The following definitions and rules of interpretation shall apply in these Terms:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in the United Kingdom are open for business;

Contract: the contract between Troy Foods and the Supplier for the supply of Products in accordance with these Terms;

Delivery Date: the date and time for delivery of the Products as agreed by the parties in writing;

Delivery Location: the address for delivery of the Products as set out in the Purchase Order;

Products: the products as described in the Purchase Order;

Price: the price payable for the Products by Troy Foods as determined in accordance with clause 3.1 and documented in the relevant Purchase Order;

Purchase Order: Troy Foods’ acceptance to purchase Products from the Supplier;

Supplier: any company, firm or individual which offers to sell and supply the Products to Troy Foods;

Terms: these terms and conditions as amended from time to time in accordance with clause 11.1; and

Troy Foods: Troy Foods Limited being a company registered in England and Wales with company number 3973369 and having its registered office at Royds Farm Road, Leeds LS12 6DX.

1.2 Clause and paragraph headings shall not affect the interpretation of these Terms. The Purchase Order forms part of these Terms and shall have effect as if set out in full in the body of these Terms and any reference to these Terms includes the Purchase Order.

1.3 Words in the singular shall include the plural and vice versa. A reference to one gender shall include a reference to the other genders.

1.4 A reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted from time to time whether before or after the date of these Terms and, in the case of a statute, includes any subordinate legislation made under that statute whether before or after the date of these Terms.

1.5 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. Order Process

2.1 The Supplier shall sell and Troy Foods shall purchase the Products as described in the Purchase Order.

2.2 A Purchase Order constitutes an acceptance by Troy Foods to purchase the Products in accordance with these Terms at which point and on which date this Contract shall come into existence.

2.3 This Contract constitutes the entire agreement between the parties. The Supplier acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Troy Foods which is not set out in this Contract.

2.4 The parties agree that nothing in this Contract shall impose any obligation on Troy Foods to purchase a minimum quantity of Products in any given period.

2.5 Troy Foods shall assign a purchase order number to each Purchase Order placed with the Supplier, such purchase order number to be stated on the Purchase Order. Each party shall use the relevant purchase order number in all subsequent correspondence relating to that Purchase Order.

2.6 Troy Foods may at any time prior to despatch of the Products amend or cancel a Purchase Order by written notice to the Supplier. If Troy Foods amends or cancels a Purchase Order, its liability to the Supplier shall be limited to payment to the Supplier of all costs reasonably incurred by the Supplier in fulfilling the Purchase Order up until the date of receipt of the notice of amendment or cancellation.

2.7 The Supplier shall ensure no other terms and conditions are submitted (in standard form documentation or otherwise) by the Supplier during this Contract. Any such terms and conditions submitted by the Supplier in the course of ordering and/or supplying any Products under this Contract shall not replace, alter or amend the terms of this Contract.

3. Product Prices

3.1 The Price payable by Troy Foods for the Products shall be the Supplier’s then current list price for such items, or as otherwise agreed by the parties, and shall be set out in the Purchase Order.

3.2 The Prices set out in the Purchase Order shall remain fixed and may not be increased by the Supplier without the prior written consent of Troy Foods.

3.3 The Prices are inclusive of the costs of packaging, labelling, insurance, export / import duties and carriage of the Products unless otherwise agreed and set out in the Purchase Order.

4. Production, Quality and Packing

4.1 The Supplier shall produce, pack, label and supply the Products strictly in accordance with the Purchase Order and all generally accepted applicable industry standards and practices.

4.2 The Products supplied by the Supplier under this Contract shall:

4.2.1 conform strictly to the Purchase Order;

4.2.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Troy Foods; and

4.2.3 comply with all applicable statutory and regulatory requirements.

4.3 Troy Foods shall have the right to enter the Supplier’s premises to:

4.3.1 inspect the facilities and the equipment used by the Supplier in the production of the Products;

4.3.2 inspect and take samples of the Products and the packaging; and

4.3.3 inspect stock levels of the Products.

4.4 Inspections carried out pursuant to clause 4.3 shall be carried out during business hours on reasonable notice to the Supplier. If Troy Foods reasonably considers that the Products are not or are not likely to be as warranted under clause 4.2, Troy Foods shall inform the Supplier and the Supplier shall immediately take such action as is necessary to ensure that the Products are or will be as warranted under clause 4.2. Troy Foods shall have the right to re-conduct inspections and take further samples after the Supplier has carried out its remedial actions.

5. Delivery

5.1 The Supplier shall deliver the Products to the Delivery Location on the Delivery Date as set out in the relevant Purchase Order.

5.2 Notwithstanding clause 5.3, if the Products are not delivered on the Delivery Date then the charges payable by Troy Foods to the Supplier in respect of such Products shall be reduced by £[X] for each full hour by which delivery of the Products is late.

5.3 If any Products are not delivered on the Delivery Date, then, without limiting any other right or remedy Troy Foods may have, Troy Foods may:

5.3.1 refuse to take any subsequent attempted delivery of the Products;

5.3.2 terminate the Purchase Order with immediate effect;

5.3.3 obtain substitute products from another supplier and recover from the Supplier any costs and expenses reasonably incurred by Troy Foods in obtaining such substitute products; and

5.3.4 claim damages for any other costs, expenses or losses resulting from the Supplier’s failure to deliver the Products on time,

provided that the Supplier shall have no liability for any failure or delay in delivering the Products to the extent that such failure or delay is caused by Troy Foods’ failure to comply with its obligations under this Contract.

5.4 The parties agree that if in respect of a Purchase Order the Supplier delivers up to and including 5% (five per cent) less than the quantity of the Products set out in the Purchase Order, then Troy Foods shall not be entitled to reject the Products, but a pro rata adjustment shall be made to the Price payable by Troy Foods in respect of such Products. If in respect of a Purchase Order the Supplier delivers more than the quantity of the Products set out in the Purchase Order, then Troy Foods shall not be obliged to pay for the additional Products in respect of that delivery.

5.5 Each Order shall be accompanied by a delivery note from the Supplier showing the purchase order number (as referred to in clause 2.5), the date of the Purchase Order and the type and quantity of Products included in the Purchase Order.

5.6 Title to and risk in Products shall pass to Troy Foods when delivery has taken place in accordance with clause 5.

6. Acceptance and Defective Products

6.1 Troy Foods shall not be deemed to have accepted any Products until it has had a reasonable time to inspect them following delivery in accordance with clause 5.

6.2 If any Products delivered to Troy Foods do not comply with clause 4.2, or are otherwise not in conformity with the terms of this Contract, then, without limiting any other right or remedy that Troy Foods may have, Troy Foods may reject those Products and:

6.2.1 require the Supplier to replace the rejected Products at the Supplier’s risk and expense within 2 (two) Business Days of being requested to do so; or

6.2.2 require the Supplier to repay the Price of the rejected Products in full; and

6.2.3 claim damages for any other costs, expenses or losses resulting from the Supplier’s delivery of Products that are not in conformity with the terms of this Contract.

6.3 Troy Foods’ rights and remedies under clause 6.2 are in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into this Contract by the Sale of Goods Act 1979.

6.4 This Contract shall apply to any replacement Products supplied by the Supplier.

6.5 If the Supplier fails to promptly replace the rejected Products in accordance with clause 6.2.1, Troy Foods may, without affecting its rights under clause 6.2.3, obtain substitute products from a third party supplier, and the Supplier shall reimburse Troy Foods for the costs it incurs in doing so.

7. Terms of Payment

7.1 The Supplier shall be entitled to invoice Troy Foods for each Purchase Order on or at any time up to 12 (twelve) months after delivery of the Products at the Delivery Location.

7.2 Subject to acceptance of the Products in accordance with clause 6, Troy Foods shall pay valid invoices in full within 60 (sixty) days of receipt unless otherwise agreed and confirmed in writing on the Purchase Order. Payment shall be made by cheque or BACs to the address or bank account, as applicable, nominated in writing by the Supplier.

7.3 If Troy Foods fails to pay an invoice in accordance with clause 7.2 the Supplier shall notify Troy Foods in writing of the outstanding invoice and Troy Foods shall then pay such invoice within 10 (ten) Business Days. If the Supplier fails to notify Troy Foods in writing of the outstanding invoice, non-payment of the outstanding invoice by Troy Foods shall not constitute a material breach pursuant to clause 9.1.1.

7.4 If Troy Foods disputes any invoice or other statement of monies due, Troy Foods shall notify the Supplier by telephone or in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Supplier shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment. Where part of an invoice is disputed, the undisputed amount shall be placed on hold until the disputed amount is resolved. The Supplier’s obligations to supply the Products and fulfil any outstanding Purchase Orders shall not be affected by any payment dispute.

7.5 Each party may, without limiting any other rights or remedies it may have, set off any amounts owed to it by the other party under this Contract against any amounts payable by it to the other party under this Contract.

8. Indemnity

8.1 The Supplier shall indemnify Troy Foods against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Troy Foods arising out of or in connection with:

8.1.1 any claim made against Troy Foods by a third party arising out of, or in connection with, the supply of the Products, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Contract by the Supplier, its employees, agents or subcontractors; and

8.1.2 any claim made against Troy Foods by a third party for death, personal injury or damage to property arising out of, or in connection with, defective Products, to the extent that the defect in the Products is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors.

9. Termination

9.1 A party shall be entitled to terminate this Contract with immediate effect by giving notice in writing to the other party if:

9.1.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 (fourteen) days after receipt of notice in writing requiring it to do so;

9.1.2 the other party commits a series of persistent minor breaches which, when taken together, amount to a material breach;

9.1.3 stops trading or gets into a position whereby it cannot pay its debts and/or an insolvency situation arises (for example a receiver, liquidator or administrator, trustee or someone similar is appointed over any of its assets or it proposes to make any arrangement with its creditors or goes into liquidation); or

9.1.4 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1.3.

9.2 A breach of clause 4.2 shall be a material breach of obligations for the purposes of this clause 9.

9.3 Termination of this Contract shall not prejudice any of the parties' rights and remedies which have accrued as at termination.

10. Assignment and Subcontracting

The Supplier may not assign or transfer or subcontract any of its rights, benefits or obligations under this Contract without the prior written consent of Troy Foods.

11. Variation and Waiver

11.1 Troy Foods reserves the right to amend these Terms from time to time.

11.2 Except as set out in these Terms, no variation of this Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Troy Foods.

11.3 No failure to exercise or delay in exercising any right or remedy provided under this Contract or by law constitutes a waiver of such right or remedy, nor shall it prevent or restrict any future exercise or enforcement of such right or remedy.

11.4 No single or partial exercise of any right or remedy under this Contract shall prevent or restrict the further exercise of that or any other right or remedy.

12. Notices

12.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or by fax or email. Any communication sent by e-mail must be followed by a fax to the other party’s main fax number. Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt, or if sent by e-mail and/or fax at 9.00 am on the next Business Day after transmission, or otherwise at 9.00 am on the second Business Day after posting.

13. Severance

13.1 If a court or any other competent authority finds that any provision (or part of any provision) of this Contract is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this Contract shall not be affected.

13.2 If any invalid, unenforceable or illegal provision of this Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

14. No partnership

Nothing in this Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

15. Third parties

A person who is not a party to this Contract shall not have any rights under or in connection with it.

16. Governing Law and Jurisdiction

This Contract and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.