Terms and Conditions
The provisions of the Contract are set out in the Conditions of the contract and Order Acknowledgement unless specified otherwise and include any other document expressly incorporated by reference. No warranties, terms or conditions put forward by the Buyer form any part of the Contract.
2. Definitions and Interpretation
2.1 In these Conditions: –
“Business Day” means any day other than a Saturday, Sunday or bank holiday. Business Hours are 8:00 to 16:30 Hrs;
“Country Products Limited” means Country Products Limited, Unit 6, Centre Park, Marston Business Park, Tockwith, York, YO26 7QF
“the Customer” means the person or company who accepts a quotation or offer from Country Products Limited for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is accepted by Country Products Limited;
“order” means an order sent in writing;
“Commencement Date” means the commencement date for this agreement which is the same as the Order Acknowledgement date;
“the Contract” means the contract for the purchase and sale of the Goods and supply of the Services under these conditions;
“Supply Contract”means a sales contract where Country Products Limited commits to sell a specified quantity of a particular product or products throughout a defined period in agreed quantities and at an agreed price;
“these Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and Country Products Limited;
“the Despatch Date” means the date stated on the Despatch / Collection Note and treated as the date the goods leave Country Products Limited’s premises at Unit 6, Centre Park, Marston Business Park, Tockwith, York, YO26 7Q For such other location authorised by Country Products Limited;
“the Delivery Date” means the date in which the goods arrive to their destination;
“the Goods” means the goods (including any instalment of the goods or any parts for them) which Country Products Limited is to supply in accordance with these Conditions;
“month” means a calendar month;
“the Services” means the Services to be provided to the Customer as set out in the Order Acknowledgement;
“writing” includes any communications effected by letter, telex, facsimile transmission, electronic mail or any comparable means;
“defective goods” means goods that have signs of manufacturing defects as per the Sales of Goods Act 1979 or quality defects described in Product Specification documentation.
2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
3. The Goods and services
3.1 No order submitted by the Customer shall be deemed to be accepted by Country Products Limited unless and until 24 hours have passed after it has been confirmed in writing by Country Products Limited by way of an official Order Acknowledgement and no amendment or variation been made in writing by the customer.
3.2 The specification for the Goods shall be that set out in Country Products Limited’s Order Acknowledgement and supporting Product Specification documentation. The Goods will only be supplied in the minimum units (or multiples) stated in Country Products Limited’s Order Acknowledgement or in multiples of the sales outer as specified. Orders received for quantities other than these will be adjusted accordingly. Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by Country Products Limited are intended as a guide only and shall not be binding on Country Products Limited.
3.3 Country Products Limited reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to Country Products Limited’s specification, which do not materially affect their quality or performance. Country Products Limited’s customers will be notified in due time where possible.
3.4 No order which has been accepted by Country Products Limited may be cancelled by the Customer except with the agreement in writing from Country Products Limited on the terms that the Customer shall indemnify Country Products Limited in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Country Products Limited as a result of cancellation.
3.5 With effect from the Commencement Date, Country Products Limited shall, in consideration of the Fees being paid in accordance with the Terms of Payment, provide the services expressly identified in the Order Acknowledgement or otherwise agreed under this agreement.
3.6 Country Products Limited will use reasonable care and skill to perform the services identified in the Order Acknowledgement or otherwise agreed under this agreement.
4.1 The Price of the Goods and Services shall be the price listed in the Order Acknowledgement, (VAT will be added to the invoice where applicable, our prices do not include VAT).
4.2 Country Products Limited shall be entitled to increase the Price without notice at any time prior to delivery or collection of the Goods to take account of any changes in the rate of any excise, customs, or import duty or similar tax or duty or any governmental or EEC levy, or rates of insurance or freight.
4.3 Due to the nature of raw material prices and their fluctuation, Country Products Limited will update prices and communicate these changes to all its customers on a regular basis. The updated prices will be effective immediately to reflect market price changes.
4.4 When Country Products Limited agrees a Supply Contract in writing with a customer, it commits to provide a predetermined quantity of a specific product or products for a set duration and price. Prices set in agreed Supply Contracts, if still valid, will not be affected by market price changes. Country Products Limited reserve the right to cancel the contractual price if price increases are as a result of factors outside of its control, such as a No deal Brexit or collapse in the pound.
5.1 It is of the essence of the Contract that payment of the Price must be made on the date that represents the number of days after the invoice date that is stated under the Payment Terms in the invoice. Interest on any payment not made upon that date will be payable at the annual rate of 3% above Lloyds Bank’s base rate accruing from day to day from the date when payment was due and compounded until full payment is received by Country Products Limited.
5.2 If Country Products Limited, at any reasonable time, believes based on information it has received from reputable sources (such as but not to credit reference agencies) that the Buyer is in serious financial difficulties such that there is reason to doubt whether it will be able to pay the Price when due, then Country Products Limited reserves the right at its sole discretion to demand security for payment of the Price or cash in advance before delivering or making any Goods available for despatch or collection.
5.3 If any payment due from the Buyer to Country Products Limited under the Contract, or otherwise, is unpaid, Country Products Limited shall be entitled to withhold despatch or collection of Goods and to be
reimbursed by the Buyer for any costs (including but not to storage and insurance costs), expenses or loss suffered or incurred by Country Products Limited as a result.
5.4 Unless otherwise confirmed in writing from Country Products, all invoices are payable within our standard payment terms of 30 days.
6.1 The Buyer will collect the goods from Country Products Limited’s premises or warehouse or Country Products Limited will arrange for the Goods to be delivered to the Buyer’s premises or agreed destination or the Goods will be handed over at the port or other agreed destination all as specified (and subject to any ICC 2010 Incoterms referred to).
6.2 All dates for shipment, collection or delivery of the Goods in the Order Acknowledgement are estimates only, given in good faith but are not guaranteed or warranted and are not of the essence of the Contract.
6.3 Where the Goods are to be delivered in instalments, any default by:
6.3.1 the Buyer in paying for the Goods shall entitle Country Products Limited to terminate the Contract (and any other Contract with the Buyer) in respect of all future instalments but without prejudice to Country Products Limited’s right to be paid for Goods already delivered;
6.3.2 Country Products Limited, with respect to any instalment, shall not entitle the Buyer to rescind the Contract with respect to any remaining instalment(s).
6.4 If the Buyer has not collected the Goods from Country Products Limited’s premises or otherwise taken possession and control of the Goods as contemplated under the Contract 14 days after the due date for collection or handover as the case may be, then Country Products Limited shall be entitled to sell the Goods and the Buyer shall reimburse Country Products Limited for the costs of storage and insurance for the goods from the end of the said 14 day period together with any other expenses or loss which Country Products Limited may incur or suffer as a result, including but not to any shortfall between the Price under Contract and the price for which Country Products Limited sells the Goods.
6a. Damages and or Missing Goods
6a.1 No liability or claim will be accepted for damages or missing goods unless:
6a.1.2 Details of such damage or missing goods are clearly noted on the delivery note and countersigned by the driver.
6a.1.3 Photographic evidence of the pallet (beforehandling by the customer) is provided
6a.1.4 Country Products Limited is notified about the damage in writing within 24 hours of receipt of the goods
7. Quality and Quantity
7.1 Without prejudice to any other rights Country Products Limited may have, Country Products Limited undertakes that the Goods shall at all times:
7.1.1 conform to the quantities, quality standards, descriptions and samples set out or referred to in the applicable Product Specification;
7.1.2 be of satisfactory quality (within the meaning of the
Sale of Goods Act 1979 as amended)
7.1.3 comply with all relevant UK and EU Laws and the Food Safety Act 1990 relating to the manufacture, labelling, packaging, safety and supply of the Products at the time when the Products are supplied.
7.2 Except as provided in clause 7.1, Country Products Limited does not give nor imply any warranty or condition as to the conformity with the Goods to their description, their quality or their suitability or fitness for any particular purpose or use under any specific conditions (whether or not the purpose or condition were known by or communicated to Country Products Limited) and the onus is on the Buyer to ensure that the Goods are fit for any required purpose.
7.3 The words “about” or “more or less” or similar words to the same effect when applied to the quantity of Goods or of any agreed instalment mean that the quantity to be delivered or collected will not be more than 10% more or less than the quantity specified in the Contract.
8. Variation of Orders
8.1 An official order must include an order number, order date, required delivery date, Country Products Limited product codes, product descriptions, quantity ordered per product and the delivery address for the goods.
8.2 Upon receipt of the order, Country Products Limited will send an Order Acknowledgement confirming the order details. The Buyer has 24 hours to amend or correct their order. If no correspondence is received within this period, the order will be deemed to be accepted and Country Products Limited will process and invoice the order in accordance with these terms.
9. Reservation of Title
9.1 Title in the Goods shall not pass to the Buyer until payment in full for all the Goods and for any other goods supplied to the Buyer by Country Products Limited has been received by Country Products Limited in cleared funds.
9.2 Until Title in the Goods passes, the Buyer shall hold the Goods (and any combined or new product incorporating the Goods) as bailee for Country Products Limited.
9.3 The Buyer is responsible for storing the Goods separately or so that they can be identified as the property of Country Products Limited.
9.4 If the Goods are attached to, incorporated in or otherwise combined with other items which are not held by Country Products Limited, then where the Goods:
9.4.1 remain identifiable and can be separated from the other items, the Buyer shall effect the separation of the Goods at its own expense and restore the Goods to Country Products Limited when asked by Country Products Limited.
9.4.2 are although still identifiable, cannot be separated from the other items without causing a total loss of the combined product, or where the Goods are used to form all or part of a new product, property in such combined or new product will belong to Country Products Limited unless the other items include items to which title is held by a third party in which case the property will belong to Country Products Limited and such third party jointly in proportion to their respective invoice prices.
10.1 Country Products Limited may assign the Contract or any part of it to any person, firm or company.
11. Defective Goods
11.1 If on delivery or after testing and inspection, any of the Goods are defective and either the Customer lawfully refuses delivery or gives written notice of such defect to Country Products Limited within 10 business days of such delivery, Country Products Limited shall at its option:-
11.1.1 replace the defective Goods within 90 days, or lesser time as agreed by Country Products Limited, of receiving the Customer’s notice; or
11.1.2 refund to the Customer the price for the goods which are defective; Country Products Limited shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as aforesaid.
11.2 No Goods may be returned to Country Products Limited without the prior agreement in writing by Country Products Limited. Subject thereto any Goods returned which Country Products Limited is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at Country Products Limited’s sole discretion Country Products Limited shall refund or credit to the Customer the price of such defective Goods but Country Products Limited shall have no further liability to the Customer.
11.3 Country Products Limited shall be under no liability in respect of any defect arising from any wilful damage, negligence, subjection to abnormal conditions, failure to follow Country Products Limited’s instructions (whether oral or in writing), misuse or alteration of the Goods without Country Products Limited’s approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
11.4 Goods, other than defective Goods returned under Conditions 11.1 or 11.2, returned by the Customer and accepted by Country Products Limited may be credited to the Customer at the Country Products Limited’s sole discretion and without any obligation on the part of Country Products Limited.
11.5 The Customer shall be responsible to ensure that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory handling and sale of the Goods by the Customer is carried out in accordance with directions given by Country Products Limited or any competent governmental or regulatory authority and the Customer will indemnify Country Products Limited against any liability loss or damage which Country Products Limited might suffer as a result of the Customer’s failure to comply with this condition.
12.1 Risk of loss or damage of the Goods shall pass to the Buyer when the Goods are delivered to or collected by the Buyer or its agent and from that time the Buyer will keep the Goods fully insured and Country Products Limited indemnified against all risks until full payment of all sums due has been received by Country Products Limited.
13. Limitation of Liability
13.1 The Buyer has accepted the Conditions and the Contract in the knowledge that Country Products Limited’s liability is and the price has been calculated accordingly.
13.2 Country Products Limited’s total liability for any claim or total of all claims arising out of any act or default of Country Products Limited whether in contract, tort or for breach of duty or otherwise will not exceed the Price.
13.3 Country Products Limited will, in any event, not be liable in contract, tort or for breach of statutory duty or otherwise whether arising directly or indirectly out of or related to the Contract for any indirect, consequential, incidental or punitive loss, administrative or complaint handling fees, damage or liability or for loss of profits, business, goodwill, contracts or customers.
13.4 Country Products Limited shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of Country Products Limited’s obligations if the delay or failure was due to any cause beyond Country Products Limited’s reasonable control.
14.1 Country Products Limited may repossess the Goods (and for this purpose, Country Products Limited or its employees or agents are hereby authorised to enter the Buyer’s premises or any other place where the Goods are located by whatever lawful means available), terminate the Contract (and/or any other contract with the Buyer) and/or suspend further delivery under the Contract or any other contract with the Buyer in the event that the Buyer:
14.1.1 is in breach of its obligations under the Contract
or any other contract with Country Products Limited; or
14.1.2 becomes insolvent or bankrupt, enters into liquidation whether voluntary or compulsory (other than for a solvent reconstruction or amalgamation), is unable to pay its debts as they fall due, has a receiver or equivalent officer appointed in respect of any of its assets, is the subject of an administration order, enter into any arrangement with its creditors or makes a general assignment for their benefit, or ceases to carry on business in the ordinary course.
14.2 The Buyer will remain liable to Country Products Limited for the difference in the net proceeds of resale of the repossessed goods and all outstanding sums due to Country Products Limited.
15.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or sent by electronic mail:
15.1.1 (in the case of communications to Country Products Limited) to its registered office or such changed address as shall be notified to the Customer by Country Products Limited; or
15.1.2 (in the case of the communications to the Customer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to Country Products Limited by the Customer.
15.2 Communications shall be deemed to have been received:
15.2.1 if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or
15.2.2 if delivered by hand, on the day of delivery; or
15.2.3 if sent by fax or electronic mail on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.
15.3 Communications addressed to Country Products Limited shall be marked for the attention of:- Sales Department: firstname.lastname@example.org
16. Force Majeure
16.1 A Force Majeure Event is any supervening event beyond either party’s control including but not to war (declared or undeclared), national emergency, riot, insurrection, explosion, abnormal weather conditions, crop failure, natural disasters, fire, flood, earthquake, serious accidents, acts of terrorism, strikes, lockouts or other industrial action or trade disputes, prohibition or limitation of exports, or any act of intervention of government (whether of the UK or elsewhere).
16.2 A party affected by any Force Majeure Event:
16.2.1 shall immediately give notice to the other party to that effect, such notice to contain details of the circumstances giving rise to the Force Majeure Event; and
16.2.2 shall use reasonable endeavours in good faith in an effort to prevent, reduce or mitigate the effects of any such occurrence as quickly as possible and to establish whether any practicable alternative course of action is available for achieving performance of its obligations.
16.3 Subject to clause 16.2, neither party shall be liable for, or be deemed to be in breach of these Terms as a result of, any delay in performing or failure to perform its obligations under these Terms where that delay or failure is caused by any Force Majeure Event, nor shall either party have any liability to the other in respect of the termination of this Agreement under clause.
17. Law and disputes
17.1 The Contract shall be governed by and construed according to the law of England.
17.2 In this Clause “Association” shall unless otherwise specified in the Contract, mean the Natural Dried Fruits Trade Association, the Combined Edible Nut Trade Association, the Federation of Oils, Seeds and Fats Associations, or the Snack Nut & Crisp Manufacturers Association, whichever is more relevant to the types of Goods concerned. Any dispute relating to the Contract shall (failing amicable settlement) be determined by arbitration in English in London in accordance with the Arbitration Acts of 1950-1996 as amended or supplemented from time to time by a single arbitrator to be appointed by the parties (or failing agreement by the President or Chief Executive Officer of the Association from the panel of arbitrators maintained or recommended by the Association).
17.3 Country Products Limited may, at its sole discretion, by giving written notice to the Buyer, at any time failing to reach an amicable settlement (but in any event within 15 days of receipt of a written notice from the Buyer of its intention to refer a dispute to arbitration), determine that any such dispute should be determined by the English Courts in which case the Buyer submits to their jurisdiction.
18.1 The Buyer is not entitled to withhold payment of any amount due under the Contract in respect of any disputed claim for damage to the Goods or any other alleged breach of the Contract by Country Products Limited or set off any monies for which Country Products Limited disputes liability against any amount due or payable by the Buyer under the Contract or any other contract with Country Products Limited.
18.2 The exercise of any rights or remedies of Country Products Limited under the Contract shall not preclude it from exercising any other right or remedy.
18.3 If the whole or any part of the Contract is declared invalid or unenforceable at law, all other provisions shall remain in full force and effect and the parties shall negotiate in good faith to agree and implement substitute provisions.
18.4 The Buyer shall not assign or transfer the Contract or Sale or the benefit thereof in whole or in part to any other person without the prior written consent of Country Products Limited.
18.5 The Contract represents the entire agreement between the parties relating to its subject matter and supersedes any and all prior promises, agreements, statements and understandings whatsoever.
18.6 Except as provided in the Contract, any representations, warranties, conditions, terms or obligations whether written, oral, express, implied or otherwise related to the Goods are hereby expressly excluded.
18.7 No amendment or variation of the Contract shall be effective unless agreed by a duly authorised representative of Country Products Limited and expressly confirmed in writing to the Buyer.
18.8 No relaxation, forbearance or delay by Country Products Limited in enforcing any of the Conditions will prejudice, affect or restrict its rights, nor shall any waiver by Country Products Limited of any breach operate as waiver of a subsequent or continuing breach.