Conditions of Sale
February 2019
RIPON SELECT FOODS LTD
Conditions of Sale
1.The Contract
These conditions of sale apply to any contract of sale of our products and services (“the Goods”) to you, our customer, to the exclusion of any other terms or conditions, express or implied, save any accepted or notified by us in writing to you.
Our acceptance of any other terms proposed by you will only be effective if explicit and in writing. It does not include any provision which you notify to us only in printed standard terms. It cannot be inferred merely from our oral acceptance of an order from you, or our delivery against an order from you.
2.Warranty and Liability
The Goods are guaranteed to be, upon delivery to you, in accordance with contractual specification and in accordance with all legislation currently in force in the United Kingdom.
It is your responsibility to check the quantities of bags of Goods against delivery note immediately upon delivery, and to notify any shortfalls at once. Any shortfalls so notified will be made up as soon as reasonably possible.
If you believe that we have delivered Goods that are defective in materials or workmanship, you must inform us, with full details, as soon as possible and allow us to investigate (we may need access to your premises and product samples).
We will replace the Goods or refund the price, if following our investigations, the Goods are found to be defective in material or workmanship.
Where we supply Goods with a “use before” date, then we shall have no liability for any Goods used after such a date.
If we prepare the Goods in accordance with your specifications, you must ensure that they are accurate, do not infringe on any intellectual property of a third party or breach any regulation, and that the Goods prepared in accordance with the specification will be fit for the purpose for which you intend to use them. We reserve the right to make any changes to ensure that they conform to applicable safety or statutory requirements
We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the Goods or their fitness for any purpose.
We are not liable for any other loss or damage arising from the contract or the supply of Goods or their use, even if we are negligent, including, but not limited to; direct financial loss, loss of profits or loss of use; and indirect or consequential loss.
Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.
3.Price and Payment
Our prices (which are quoted exclusive of value added tax) may be adjusted by us to reflect any increase in the cost of the Goods to us which occurs between contract and delivery. The price quoted includes delivery, unless otherwise stated. Payment is due no later than the last day of the month following the month in which the Goods were invoiced, unless otherwise agreed in writing.
If you fail to pay us in full on the due date we may suspend or cancel future deliveries. We also reserve the right to charge you interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998, from the date of our invoice until payment.
You do not have the right to set off any money you may claim from us against anything you may owe us.
4.Delivery and Risk
Unless otherwise agreed all Goods will be delivered at your premises. Risk in the Goods will pass to you at the moment of delivery, that is, at the moment that they pass to your vehicle (if you collect Ex-works) or that they leave ours (if we deliver to your premises). If we deliver to your premises you are liable to us for any accident to our vehicle, other property or personnel while on those premises, and liable to us for all abortive costs if our vehicle arrives during normal working hours and you fail for any reason to take delivery.
5. Title and Property
Property and ownership in the Goods will not pass to you until all sums outstanding from you to us on any account, and whether or not due, has been discharged by payment in cleared funds.
Until you pay all the debts that you may owe us, all Goods supplied by us remain our property and until property in the Goods has so passed you will hold them (“Retained Goods”) on a fiduciary basis only and as our bailee. You must store them separately from any other Goods and marked so as to be clearly identifiable as our property.
You must also insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us.
You may use those Goods and sell them in the ordinary course of your business, but not if we revoke that right (by informing you in writing) or you become insolvent.
If your right to use and sell the Goods ends you must allow us to remove the Goods.
Despite our retention of title to the Goods, we have the right to take legal proceedings to recover the price of Goods supplied should you not pay us by the due date.
All pallets and other containers supplied by us remain our property and must be returned to us in good condition unless otherwise agreed.
6. Force Majeure
If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability. Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies, including but not limited to Clause 8.
7. Export Terms
Where the goods are supplied by us to you by way of export from the United Kingdom Clause 7 of these terms applies (except to the extent that it is inconsistent with any written agreement between us).
Unless otherwise agreed, the goods are supplied ex works our place of manufacture.
You are responsible for arranging testing and inspection of the goods at our premises before shipment (unless otherwise agreed). We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.
We are not liable for death or personal injury arising from the use of the goods delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).
8. Brexit
In the event that the UK ceases to be a member of the European Union (Brexit), and there is:
i. A change in the law or a new requirement to comply with existing Law
ii. The imposition of, or change to a duty, tax, levy, or trade tariff imposed on imports or exports of the Goods across borders
iii. The imposition of a new requirement for any licence or consent by the customer to purchase the Goods
iv. An inability to hold sufficient raw material products, or
v. Any other unforeseeable change to the business environment then in accordance with clause 2, we shall not be liable for any loss, damage, late or non delivery arising from the contract or the supply of Goods. We shall endeavour to deliver Goods to you on time after Brexit, but we reserve the right to adjust the sales price accordingly. Such an event shall not terminate this Contract or invalidate any of its terms and may be deemed to be a Force Majeure Event.
9. General
English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction. By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
From time to time and in accordance with the Data Protection Act 2018 we will make a search with a credit reference agency and we will keep a record of that search, and may share the information with other businesses. We may also make enquires about directors with a credit reference agency. If any of these terms are unenforceable as drafted it will not affect the enforceability of any other of these terms; and if it would be enforceable if amended, it will be treated as so amended