Trade Terms And Conditions
Iford Cider LTD: STANDARD CONDITIONS OF SALE
THESE CONDITIONS INCLUDE EXCLUSIONS AND LIMITS TO THE SUPPLIER’S LIABILITY AND MAY AFFECT CUSTOMER’S INSURANCE AND RISK
1. Definitions
Buyer: the person who buys or agrees to buy Goods from the Seller.
Conditions: these terms and conditions and any special terms and conditions agreed in writing by the Seller.
Goods: the products and services that the Buyer is buying from the Seller.
Packaging: any dispensing equipment, and kegs pallets and other returnable containers or packaging supplied with the Goods.
Price: the price for the Goods, excluding VAT and any carriage, packaging, and insurance costs.
Seller: Iford Cider LTD (CRN: 09822587)
2. Contract
2.1 These Conditions are the sole terms on which Seller sells Goods and supplies Packaging to Buyer to the exclusion of all other terms and conditions including Buyer’s standard conditions of purchase or any other written or verbal conditions Buyer purports to apply under any request for quotation, purchase order or confirmation of order or otherwise.
2.2 Buyer’s orders for Goods are deemed an offer to purchase on these Conditions. Buyer’s acceptance of Seller’s quotation or of delivery of Goods is conclusive evidence of Buyer’s acceptance of these Conditions. Seller accepts any order for Goods subject to Goods being available. Seller may at its sole discretion prioritise which orders to fulfil in what quantities where Goods are in short supply.
2.4 These Conditions may not be varied except by prior written agreement of Seller and comprise the whole agreement between Seller and Buyer. No sales representative or delivery personnel are authorised to make amendments or waive any Condition. These Conditions supersede any other contract terms on which Seller and Buyer have previously traded.
2.5 All terms, conditions, warranties and representations not set out in these Conditions are hereby excluded to the extent permitted by law and there are no warranties, express or implied, of fitness for a particular purpose or of any other kind, except as to title and except as cannot be excluded or limited under English law.
3. Quotations, Price and Payment
3.1 Seller’s quotations are invitations to treat, are valid for 14 days from their date and may be withdrawn at any time prior to delivery of Goods. The Price payable is as stated on any Seller’s order confirmation or Seller’s price list at date of Seller’s invoice. VAT at the rate in force on the date of Seller’s invoice is additionally payable. Prices are reviewed by Seller at its discretion.
3.2 All payments for Goods are due on delivery or for account customers within 30 days of date of Seller’s invoice, unless Seller agrees otherwise in writing, settlement to be in pounds sterling by cash, or cheques made payable to Iford Cider LTD or by BACS account 80391506, Sort Code 20-05-06 Buyer shall pay all amounts due in full without set-off, counter-claim or other deduction.
3.3 Interest accrues after as well as before judgment on a daily basis at 5% pa above Bank of England base rate from time to time on amounts overdue from their due date until payment is received.
5. Goods and Packaging
5.1 The quantity and description of Goods is as set out in Seller’s order confirmation. Seller warrants that Goods will at delivery correspond to that description, be of satisfactory quality, and comply with all applicable UK legislation. Goods are not sold by sample, nor on approval, sale or return or exchange.
5.2. Seller will as Buyer’s sole remedy and at Seller’s option either refund the purchase price for or replace without additional charge Goods which on examination breach this warranty provided Buyer (i) has complied with clause 7,(ii) at all times stores the Goods in a suitable and appropriate environment and temperature and (iii) allows Seller to inspect them on reasonable notice during business hours and (iv) returns them to Seller at Buyer’s expense in their original condition and packaging.
5.2 No refund, credit or replacement will be given for out of date Goods unless validly rejected for being out of date when delivered to Buyer. Buyer must sell multi-pack Goods only as the original multi-pack and not individually.
5.2 Buyer is responsible for any damage to or loss of Packaging while at Buyer’s risk. Seller may charge Buyer at replacement cost plus handling charge of 20% for Packaging lost, destroyed, not returned on request, or returned in a poor or unusable condition.
5.3 Buyer shall regularly clean and maintain Seller’s dispense equipment and notify Seller immediately it ceases to use it for Seller’s Goods. Seller may remove dispense equipment at any time.
6. Delivery of Goods
6.1 Goods shall be delivered by Buyer or its carrier collecting from Seller’s premises or by delivery by Seller to Buyer’s UK address. Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller. Carriage is chargeable on all sales under £1000.00 (ex VAT) unless Seller agrees otherwise.
6.2 Seller will use reasonable endeavours to despatch Goods on an agreed delivery date, but without any guarantee. Time of delivery is not of the essence.
6.3 Seller shall not be liable to Buyer for any loss or damage whether arising directly or indirectly from the late or short delivery of Goods. On short delivery, Buyer may not reject the Goods but must accept the Goods delivered in part performance of the contract.
6.4 If Buyer fails to take delivery of Goods on the agreed delivery date or, if no specific delivery date has been agreed, within 7days of Seller notifying Buyer Goods are ready for despatch, Seller may store and insure the Goods and to invoice Buyer its reasonable costs of so doing.
6.5 Seller is not in breach nor liable for any loss or damage for delay or prevention in performance arising from circumstances outside Seller’s control including, without limitation, Act of God, adverse weather and its consequences, law or regulation, embargo, sanctions, labour dispute, and circumstances affecting the provision of all or any part of the Goods by Seller’s usual source of supply or delivery or by Seller’s normal route or means of delivery.
7. Export
Where Goods are to be exported outside the UK, the following overriding and additional terms apply:
7.1 delivery shall be EXW (Incoterms 2010) Seller’s place of business at Iford Manor, Bradford on Avon, Wiltshire, England, UK. Seller may charge extra for export packaging or documentation. Buyer shall export the Goods intact in their original state and packaging within 14 days of collection.
7.2 Buyer is responsible for complying and ensuring the Goods and Containers comply with all laws and regulations governing their transport, export and importation, labelling, handling, use and re-sale;
7.3 The Price shall be paid in full in cleared funds 14 days prior to collection and the Seller may dispose of Goods not collected within 4 weeks of the notified delivery date without reimbursement of the Price;
7.4 Buyer shall pay all export, import, and other withholdings in relation to the Goods and reimburse Seller if necessary.
7.5 Seller and Buyer unconditionally and irrevocably submit to the exclusive jurisdiction of the English courts but any judgment or order of a court of competent jurisdiction may be enforced in any other jurisdiction.
(vi) Price only includes Seller’s standard export packaging on pallets unless specified otherwise on the face of this invoice.
(vii) Buyer must ensure Goods at delivery have adequate shelf life for its purposes, including periods for transit and customs clearance.
(viii) Buyer’s carrier or agent must be able to produce on request adequate evidence of its authority to take possession of Goods from Seller.
(ix) Buyer shall not repackage or over label Goods except to the extent necessary to ensure the Goods comply with local legislation and provided that Seller’s original labelling and markings are not obscured at all
7. Inspection and Acceptance of Goods
7.1 Buyer must inspect the Goods and Packaging and notify Seller in writing within 48 hours of delivery of all defects a reasonable examination would have revealed, including bar-coding. Buyer is otherwise deemed to have accepted the Goods 48 hours after delivery.
7.2 Once Buyer has accepted or is deemed to have accepted Goods Buyer is not entitled to reject them even if not in accordance with the contract.
8. Title and Risk
8.1 Risk in Goods and Packaging passes to Buyer on delivery until returned to Seller.
8.2 Notwithstanding the earlier passing of risk, title in Goods remains with Seller and only passes to Buyer when Seller receives in cleared funds the full amount invoiced plus any accrued interest and costs. Title in packaging remains with Seller at all times.
8.3 Buyer holds Packaging and (until title passes to it) Goods as bailee for Seller and shall store or mark them so that they can at all times be identified as the property of Seller.
8.4 Seller may at any time before title passes and without any liability to Buyer (i) repossess, dismantle, use or sell all or any of the Goods and by doing so terminate Buyer’s right to use, sell or otherwise deal in them and (ii) for that purpose (or determining what if any Goods are held by Buyer and inspecting them) Buyer irrevocably and unconditionally hereby licences Seller to enter any premises of or occupied by Buyer.
8.5 Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to Buyer.
8.6 Payment shall become due immediately upon the commencement of any act or proceedings in which the customers’ solvency is involved.
9 Exclusion And Limit Of Liability
9.1 Nothing in these conditions limits or excludes seller’s liability for death or personal injury caused by its negligence.
9.2 Seller’s liability is limited to the invoiced value of the goods under the contract in respect of which the loss or damage arises or if not yet invoiced seller’s list price for the goods.
9.3 Seller is not liable to buyer for any indirect, special or consequential loss or damage including any loss of profit, loss of opportunity, reduction in turnover, damage to goodwill, loss of licence or other permission, or third-party claims or non-performance, including where the seller has been advised of such potential loss.
9.4 Buyer indemnifies and holds harmless seller from and against any loss, damage, claim, cost or expense arising from buyer’s failure to comply with seller’s instructions relating to the keeping, handling, use and storage of the goods, errors in or absence of barcoding.
10 Termination
Wiithout prejudice to any other rights, in the event of a material breach by Buyer under any contract or agreement whatsoever, or if Buyer is subject to insolvency, bankruptcy, liquidation, has a receiver or administrator or equivalent appointed, compounds with its creditors, ,is unable to pay any debt as it falls due, or if Seller reasonably believes that any of these events is likely to occur, all unpaid sums become payable immediately whether or not due for payment and Seller may by written notice to Buyer terminate all orders for Goods and recover Packaging and unsold Goods not yet paid for or require payment in advance for future orders.
11 Miscellaneous
11.1 Failure or delay of Seller to insist upon strict performance or to exercise any right or remedy is not a waiver thereof and Seller may fully enforce such term or right, or seek such remedy later.
11.2 Any term which is in whole or in part invalid, ineffective or unenforceable is deemed omitted, the remainder remaining in full force and effect.
11.3 Persons not parties to a contract on these Conditions shall have no rights in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999. Rights existing separate from under that Act remain enforceable.
11.4 All registered and unregistered intellectual property rights (IPR) in Goods or Packaging are Seller’s property alone. Buyer shall not alter deface vary cover up or remove any of Seller’s IPR. Buyer acquires no rights title or interest in any of Seller’s IPR and is licensed to use Seller’s trademarks solely to resell Goods under the Seller’s IPR.
11.5 English law exclusively governs every contract made on these Conditions. Buyer shall comply with Seller’s bribery and ethics policy and comply at all times with the Bribery Act 2010.
