Terms & Conditions

Basis Of Sales

1.1 - The Seller shall sell and the Buyer shall purchase goods ("the Goods") in accordance with any 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

1.2 - No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller

1.3 - 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 breach of, any such representations which are not so confirmed

1.4 - 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 (whether or not confirmed in Writing) is given for general guidance only and forms no part of this Contract and is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation

Orders

2.1 - The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order and for giving the Seller all information and instructions relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms

2.2 - No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Seller as a result of cancellation

Price Of Goods

3.1 - The price of the Goods shall be the price listed in the Seller's published price list current at the date of acceptance of the Buyer's order. The Seller's published price lists are subject to revision from time to time without notice

3.2 - The price is exclusive of any applicable value added tax and other taxes levies or duties, which the Buyer shall be additionally liable to pay to the Seller at the rates applicable on the date of invoice

Terms Of Payment

4.1 - Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after despatch of the Goods from the Seller's premises, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods

4.2 - Payment of the Goods shall be due 28 days from the date of invoice unless agreed in writing by the Seller

4.3 - If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

4.3.1 - cancel the Contract or suspend any further deliveries to the Buyer;

4.3.2 - appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

4.3.3 - charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 5 per cent per annum above Barclays Bank Plc base rate from time to time, until payment in full is made (interest to be payable on demand and to accrue daily on the basis of a year of 365 days) together with all costs and expenses incurred by the Seller in the collection of overdue monies

Delivery

5.1 - Delivery of the Goods shall be made by the Seller, delivering the Goods to the Buyer's principal place of business or such other place as is agreed by the Seller. Unloading of the Goods at the Buyer's premises shall be undertaken by and shall be the responsibility of the Buyer.

5.2 - 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. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer

5.3 - Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated

5.4 - Subject to clause 6 below, if the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault, and the Seller is accordingly liable to the Buyer, the Seller's liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods

5.5 - If the Buyer or its carrier fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to the Seller, the Seller may cancel the Contract or suspend any further deliveries to the Buyer and may:

5.5.1 - store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

5.5.2 - sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract

5.6 - The Buyer acknowledges that where delivery is at a place nominated by the Buyer it is its responsibility to ensure that suitable access is available for the purposes of delivery of the Goods

Cancellation

In the event that the cultivation, harvesting, manufacture, processing, shipping or delivery of goods corresponding to the contract description is materially interfered with, reduced, prevented or delayed by reason of contingencies of any kind whatsoever beyond the control of the Sellers, the Sellers shall be entitled at any time at their option by notice in writing to the Buyers to cancel the contract or to deliver part only of the contract quantity. In the event of such cancellation neither party shall have any rights against the other hereunder and in event of part delivery in accordance with this provision neither party shall have any rights against the other in respect of that part of the contract quantity which is not delivered

Risk And Property

7.1 - Risk of damage to or loss of the Goods shall pass to the Buyer:

7.1.1 - in the case of Goods to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or

7.1.2 - in the case of Goods to be delivered otherwise than at the Seller's premises, 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 from which point the Seller shall bear no further responsibility for damage or deterioration to the Goods

7.2 - 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 sums due to the Seller by the Buyer

7.3 - Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured

7.4 - 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 resold), 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 repossess the Goods

7.5 - 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 moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable

Liability

8.1 - Subject as expressly provided in these Conditions no guarantee, warranty, condition or representation on the part of the Seller is given or implied by these Conditions nor is any guarantee, warranty, condition or representation to be taken to have been given or implied from anything said or written in the negotiations between the parties or their representatives prior to the Contract and except where the Goods are sold to a person dealing as a consumer (within the meaning of Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law

8.2 - It is the responsibility of the Buyer to arrange inspection of the Goods immediately on delivery and prior to signature of a delivery receipt. Any claim by the Buyer which is based on a shortfall in quantity of the Goods or any defect in the quality or condition of the Goods or their failure to correspond with the Seller's warranty above shall be notified to the Seller within 48 hours from the date of delivery or (where a defect or failure was not apparent on proper inspection) within a reasonable time after discovery of the defect or failure. If the Buyer does not notify the Seller accordingly, the Buyer shall be deemed to have received the Goods and shall not be entitled to reject the Goods and the Seller shall have no liability for such shortfall, 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. It is the responsibility of the Buyer (at its own expense) to return any relevant Goods to the Seller's premises if requested to do so by the Seller to allow inspection thereof by the Seller. For the purposes of this clause 8.2 time shall be of the essence

8.3 - Where any valid claim in respect of any of the Goods which is based on any shortfall in quantity or any defect in the quality or condition of the Goods or their failure to meet the Seller's warranty above is notified to the Seller in accordance with these Conditions, the Seller shall (in the case of a shortfall) supply additional Goods to make up the shortfall or (in any other case) shall be entitled to replace or repair the Goods (or the part in question) free of charge or, at the Seller's sole discretion, refund the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer. It shall be the responsibility of the Buyer to collect from the Seller's premises any Goods returned pursuant to clause 8.2 if the Buyer's claim in respect of those Goods proves not to be valid

8.4 - Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer by reason of any representations, 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 of 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 Goods or their use or resale by the Buyer except as expressly provided in these Conditions

8.5 - The Seller shall not be liable to the Buyer or be deemed to be in beach 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 including (without limitation): Act of God, explosion, flood, tempest, fire, accident, war or threat of war, sabotage, insurrection, civil disturbance, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery

8.6 - Notwithstanding any of the foregoing provisions of this clause 8, if Goods delivered to the Buyer shall have been processed, manufactured and/or incorporated with any other goods or have been sold by the Buyer or the Buyer does not return the same to the Seller at the Seller's request or the Buyer alters the Goods in any way the Buyer shall be deemed to have accepted such Goods as being in all respects in accordance with the Contract

Indemnity By The Buyer

The Buyer shall indemnify the Seller against all claims made against the Seller and all losses liabilities costs and expenses consequent thereon which arise whether directly or indirectly by the supply of goods to any third party by the Buyer which comprises of the Goods the subject of this Contract or which has as a part or includes or is otherwise manufactured from the said Goods

Insolvency Of The Buyer

In the event that the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or becomes bankrupt or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or 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 Buyer shall suffer any analogous proceedings under foreign law; 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 without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract forthwith 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 notwithstanding any previous agreement or arrangement to the contrary and the Seller shall be entitled to immediate possession of the Goods and to exercise the rights included in clause 7.4.

Trademarks

The Buyer shall have no right to apply to the Goods or otherwise use any trade mark copyright design patent or other industrial or Intellectual Property right owned or used by the Seller

General

12.1 - No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision

12.2 - Except in respect of any undisputed credit or payment due and owing by the Supplier to the Buyer, the Buyer may not withhold payment of any sum due hereunder to the Seller by reason of any right of set-off or counterclaim which the Buyer or any other member of the same group of companies as the Buyer may have or allege to have or for any reason whatsoever

12.3 - The Buyer shall not assign, transfer or in any other manner make over to any third party the benefit and/or burden of the Contract or any part thereof without the Seller's prior written consent

12.4 - Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice and may be delivered personally or by facsimile transmission, first class recorded delivery post or first class air mail letter. A notice shall be deemed to have been served (if personally delivered) at the time of delivery or (if sent by first class recorded delivery post) forty-eight hours after posting or (if sent by first class air mail letter) ninety-six hours after posting or (if sent by facsimile transmission) at the time of transmission

12.5 - If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby

12.6 - The Contract and the construction, validity and performance thereof shall be governed by the laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts in respect of any dispute or proceedings which may arise out of or in connection with the Contract

12.7 - The headings are for convenience only and shall not affect the construction of these conditions.