A1 Bacon

TERMS AND CONDITIONS OF SALE

1. Definitions

1.1 In these conditions unless the context otherwise requires:
'Buyer' means the person, firm or company who purchases the Goods from the Company.
'Company' means A1 Bacon Company Limited, a company incorporated in England & Wales with company number 01461813 and whose registered office address is Brook House, Lovet Road, Harlow, Essex, CM19 5TB.
'Conditions' means the terms and conditions of sale set out in this document.
'Contract' means any contract between the parties for the sale and purchase of the Goods following acceptance of an Order and incorporating these conditions.
'Delivery Date' means the date specified by the Company for delivery of the Goods or the actual date of delivery (whichever is the earlier).
'Delivery Note' means the Company's delivery note on the reverse of which these conditions are printed and including quantity and description of Goods delivered.
'Delivery Point' the place where delivery of the Goods is to take place pursuant to condition 4.1 on the Delivery Date.
'Goods' means any goods Ordered by the Buyer to be supplied by the Company.
'Order' means the Buyer's order for Goods howsoever placed with the Company and
'Ordered' shall be construed accordingly.

2. Conditions Applicable

2.1 The Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

2.3 These conditions apply to all the Company's sales (including future sales between the Buyer and the Company) and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.

2.4 Each Order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.

2.5 No Order placed or quotation accepted by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of the Order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer at the Delivery Point and acceptance of the delivery of the Goods shall be conclusive evidence of the Buyer's acceptance of these conditions.

2.6 The Buyer shall ensure that the Order is complete and accurate and the Company shall not be liable for any error on the part of the Buyer to accurately place its Order with the Company and the quantity and description of the Goods shall be as set out in the Delivery Note.

3. The Price and Payment

3.1 Unless otherwise agreed by the Company in writing the price for the Goods shall be the price set out in the Company's price list published on the Delivery Date.

3.2 The price for the Goods shall be exclusive of any value added tax which shall be due at the prevailing rate on the date that the invoice is created.

3.3 Payment for the Price of the Goods is due in pounds sterling within 28 days of the Delivery Date and time for payment shall be of the essence.

3.4 No payment shall be deemed to have been received until the Company has received cleared funds.

3.5 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

3.6 The Buyer shall make all payments due under the Contract in full and without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

3.7 If the Buyer fails to pay the Company any sum due pursuant to the Contract the Company may (without prejudice to any other rights available to it at law or otherwise):

(a) suspend or cancel deliveries of any goods due to the Buyer whether under this Contract or otherwise;

(b) appropriate and apportion any payment made by the Buyer to such of the Goods or goods supplied under any other contract with the Buyer as the Company may in its sole discretion think fit;

(c) charge the Buyer interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC Bank plc or 8% (whichever is the higher) and accruing on a daily basis until payment is made, whether before or after any judgement. The Company further reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

3.8 In the case of an insolvency situation arising in relation to the Buyer (as detailed in condition 5.6) then all sums due and owing to the Company on any account by the Buyer shall become immediately due and payable without any requirement for notice to be given.

4. Delivery & Acceptance of the Goods

4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company's place of business. If the Company has agreed to deliver the Goods then the Company shall deliver the goods to the Buyers stated delivery address on the Delivery Date.

4.2 The Delivery Date is intended to be an estimate and time for delivery shall not be made of the essence.

4.3 Subject to condition 7 the Company shall not be liable for any direct, indirect or consequential loss (including, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence).

4.4 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading and unloading (if applicable) the Goods.

4.5 The quantity of any consignment of the Goods as recorded on the Delivery Note shall be conclusive evidence of the quantity received by the Buyer on delivery once the delivery has been accepted and signed for by any representative of the Buyer and following acceptance of the Delivery Note the Buyer shall not be entitled to reject any Goods which are not in accordance with the Contract.

4.6 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the non-delivery within 24 hours of the Delivery Date.

4.7 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

5 . Title & Risk

5.1   The Goods are at the risk of the Buyer from the time of delivery.

5.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (either in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Buyer on any account.

5.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:

(a) hold the Goods on a fiduciary basis as the Company’s bailee;

(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;

(c)  not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

(d)  maintain the Goods in a satisfactory condition such that chilled Goods will be stored below +5ºc and frozen Goods will be stored below -18ºc; and

(e)  insure and keep insured the Goods to their full re-instatement value against all usual risks and to the reasonable satisfaction of the Company.

5.4 Notwithstanding that the Goods remain the property of the Company the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business provided that they have been disposed of at the full retail market value that the Goods could be expected to fetch in relation to the Buyer’s business and provided the Buyer holds all proceeds of any sale of the Goods as agent for the Company in a separate bank account until such time as the Goods have been paid for in full, pursuant to condition 3.

5.5 If the Buyer disposes of any of the Goods by way of a retail market sale, pursuant to condition 5.4, then the Buyer shall at all times be responsible for the safe and proper storage and sale of those Goods and shall fully indemnify the Company for any liability that it might incur as a consequence of permitting the Buyer to dispose of the Goods in this way.

5.6 The Buyer’s right to possession of the Goods shall terminate immediately if any insolvency proceedings (except a solvent voluntary liquidation for the purpose of reconstruction or amalgamation) are brought against the Buyer under the Insolvency Act 1986.

5.7 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

5.8 Until such time as property in the Goods passes from the Company (pursuant to these conditions) the Buyer shall upon request deliver up such of the Goods as have not been sold by the Buyer and if the Buyer fails to do so the Company may enter upon any premises owned, occupied or controlled by the Buyer where the Goods are situated and repossess those Goods.

5.9 On termination of this Contract (for what ever reason) the Company’s rights under this condition 5 shall remain in effect.

6. Warranties

6.1 The Company warrants that (subject to the other provisions of these conditions) on delivery the Goods will be of a satisfactory quality which corresponds to the description given to the Buyer by the Company.

6.2 The Company shall not be liable for a breach of the warranty at condition 6.1 unless the Buyer gives written notice of any defect to the Company within 24 hours of delivery.

6.3 The Company shall not be liable for a breach of the warranty at condition 6.1 if the defect arises because the Buyer failed to follow the Company’s storage instructions or if the Buyer failed to store the Goods in a prudent manner given the perishable nature of the Goods.

7. LIMITATION OF LIABILITY

7.1 Subject to condition 4 the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of any breach of these conditions or any use made or resale by the Buyer of any of the Goods and any representation, statement or tortious act or omission (including negligence arising under or in connection with the Contract) shall be limited to the Contract Price.

7.2 Nothing in these conditions is intended to exclude or limit the Liability of the Company for death or personal injury caused by the Company’s negligence; or under the Consumer Protection Act 1987 (so far as it is relevant); or for fraud or fraudulent misrepresentation; or for any matter which it would be illegal for the Company to attempt to exclude its liability.

7.3 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

8. General

8.1 The Company may assign the Contract or any part of it to any person, firm or company.  The Buyer shall not be permitted to assign this Contract.

8.2 Neither party shall be liable for any default due to any act of god, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either of the parties.

8.3 If any provision of the Contract is found to be wholly or partly illegal, invalid, void or voidable, unenforceable or unreasonable then that part of the Contract shall be deemed severable and the remaining provisions of the Contract shall continue in full force and effect.

8.4 Failure or delay by the Company in enforcing any provision of the Contract shall not be construed as a waiver of those rights under the Contract and any waiver by the Company of any provision of the Contract shall not be deemed a waiver of any subsequent breach or default.

8.5 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts.

8.6 All communications between the parties under this Contract shall be in writing and delivered to the address notified to each party by the other.