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Terms & Conditions

July 2014

  1. Definitions

“These Conditions”                      The terms and conditions set out below

“The Buyer”                                    The purchaser of the Goods

“The Seller”                                    Sapphire Foods Ltd, Hartham Park, Corsham, Wilts, SN13 0RP

“The Goods”                                  Any and all of the goods ordered by the Buyer and or supplied by the Seller

 

  1. Orders

The Seller will accept orders for the sale of goods subject to the following terms and conditions. Acceptance of these terms and conditions by the Buyer constitute a legally effective contract which will be inferred unless the Buyer notifies the Seller in writing of an amendment within 72 hours of receipt of these terms and conditions. Any subsequent amendment agreed between the Buyer and the Seller will be effective only if an authorised signatory of the Seller countersigns it.

 

  1. Conditions and Warranties

The goods are guaranteed to be of the nature, substance and quality described.

 

  1. Payment – 30 days from invoice date
    1. All payments must be made to the Seller, not an individual.
    2. If the Buyer fails to make payment by the due date, then the Buyer shall be liable to pay interest on any outstanding amount from the due date to the payment date at the rate of 2% compounded.
    3. Payments received by the Seller shall be set first against any interest payable but unpaid and thence against the oldest outstanding invoice.

 

  1. Delivery and Liability
    1. All delivery dates are estimates only and the time of the delivery shall not be of the essence. Should the Seller be prevented from or hindered in delivering the Goods or any part thereof by reason of war, riot explosion, fire, flood, strike, lock-out, acts or regulations of Government, shortage of materials or labour or any cause beyond the Seller‘s control, the time for delivery shall be extended until the operation of the cause preventing or hindering delivery has ceased.
    2. Should the Seller be prevented in delivering part of the Goods by reason of any of the clauses specified in the preceding sub-clause the Seller shall deliver and the Buyer shall take and pay for such part of the Goods as the Seller shall be able to deliver in accordance with these conditions. The Seller reserves the right to deliver the Goods by instalments, and to tender a separate invoice in respect of each instalment. Where the Goods are delivered by instalments, the Contract shall become severable and each instalment shall be deemed to be the subject of a separate contract. No default or failure by the Seller in respect of any one or more instalments shall entitle the Buyer to treat the contract as repudiated or to claim damages.
    3. In no circumstances shall the Seller be liable to compensate the Buyer in damages or otherwise for late delivery or non-delivery of the Goods or any of them for any loss whether economic, consequential or otherwise arising therefrom.
    4. No claim that the Goods or any of them are faulty or defective or lack quality or fitness shall be entertained unless made within (48 hours for fresh goods and 7 days for frozen goods) from delivery or collection.
    5. Claim for loss or damage in transit cannot be considered unless notified in writing to the Seller’s carriers and the Seller within three days of delivery. Notifications should give delivery note number, list the Goods damaged or short, and detail the damage. Damaged Goods accepted by the Buyer should be retained for inspection by the Seller.
    6. In cases of non-delivery of a consignment, claims cannot be considered unless notified in writing to the Seller’s carriers and the Seller are similarly notified within forty-eight hours of the due delivery date.
    7. Liability shall be limited to replacement of Goods actually damaged or lost in transit.

 

  1. Title to Goods
    1. Notwithstanding delivery of the goods, the legal title in the goods delivered under this notice shall remain in the seller until the Buyer has paid the contract price in full, but the risk in the Goods shall be borne by the Buyer from the date of delivery by the Seller or the Seller’s carrier to the Buyer.
    2. In the event that the price for the Goods is not paid in full by the Buyer by the due date, the Seller shall at its absolute discretion be at liberty to recover the Goods. If the Seller so requires, the Buyer shall keep the Goods separate and identifiable for this purpose.
    3. Without prejudice to the foregoing, the Seller may bring an action against the Buyer for any such loss or damage suffered in consequence of the Buyer’s failure to pay the price for the Goods.
    4. The Seller reserve the right, immediately on despatch, to offset against the total debt owing to them whether due for payment or not, the value of any goods purchased from the Buyer.
    5. The Buyer shall be entitled to sell and effect, or have effected, delivery of goods to a third party, but the proceeds of such sale shall, whenever any sum whatsoever is due to the Seller, be held in trust for the Seller and such sale or delivery to a nominated third party is deemed to assign to the Seller absolutely the benefit of any claim, which the Buyer has against any such nominated Thirds Party arising from such sale and/or delivery.
    6. Any Receiver or Liquidator appointed over the assets of the Buyer shall pay into a separate bank account any sums received from a Third Party to whom the Buyer has sold or delivered goods at the nomination of the Seller in respects of sales of goods by the Buyer to that nominated Third Party up to the amount of indebtedness of the Buyer to the Seller for the sole benefit of the Seller.

 

  1. Governing Law and Jurisdiction The Contract shall in all respects be governed by and construed in accordance with English Law, and the Seller and the Buyer shall submit to the exclusive jurisdiction of the English courts.