Conditions of Sale
Ellwoods Food Group Limited Conditions of Sale
These conditions contain limitations of seller’s liability
These conditions supersede all prior representations or arrangements, and contain the entire agreement between the parties in connection with the products (unless otherwise stated on Seller’s Order Confirmation). All other terms and conditions, expressed or implied, are excluded. None of Seller’s employees or agents has authority to modify or supplement these conditions or to accept any order except on Seller’s official sales forms.
Northing in these conditions shall restrict the statutory rights of a buyer who deals as consumer.
Reference to the products include their packaging. If Seller has not issued an Order Confirmation. “Seller’s Order Confirmation” means any document issued by Seller indicating the terms on which the products are supplied.
Delivery or dispatch dates quoted or requested are given or accepted by Seller in good faith but are not guaranteed (unless stated to the “Guaranteed”) on Seller’s Order Confirmation.
Delivery shall be made to the place or places and by the method or methods specified on Seller’s Order Confirmation. If the Seller holds keys for the Buyers premises then this is for the sole purpose of delivering stock. No liability will held by the Seller for damage caused whilst at the Buyers property but will endeavour to act in a responsible manner and ensure to leave the property secure as possible.
Packaging is included in the price and is not returnable unless otherwise stated on Seller’s Order Confirmation. Any special packaging requirements will incur a non-refundable additional charge.
Each delivery shall be treated as a separate contract, and partial deliveries are permitted unless otherwise state on Seller’s Order Confirmation. Accordingly, failure to make any particular delivery or any breach of contract by Seller relating thereto, shall not affect any remaining deliveries. Buyer shall take delivery of the products by any date quoted by Seller or requested by Buyer or (if none) within a reasonable time. Seller may deliver early where reasonable Buyer shall be responsible for all storage and other costs relating to Buyer’s failure to comply with the Contract.
Buyer shall promptly supply all information and assistance required for Seller to execute Buyer’s order.
Unless otherwise stated on Seller’s Order Confirmation payment is due on delivery
Unless prices are stated to be fixed on Seller’s Order Confirmation, Seller may increase prices in accordance with increases in Seller’s costs and/or general price list increase occurring after date of Seller’s Order Confirmation but before dispatch. Buyer shall pay for any increase in delivery costs after date of Seller’s Order Confirmation.
Time of payment is of the essence of the contract. Seller may charge interest at 4% above Natwest Bank Plc’s base rate per annum for the time being (to accrue from day to day) on any sum owed to Seller under the Contract which is not paid on the date specified in clause 3.1 above, after as well as before any Judgment. Buyer may not withhold payment or made any set off on any account.
Seller may appropriate sums received from Buyer against any debt due to Seller from Buyer (under this or any other contract), irrespective of any purported appropriation by Buyer.
Seller warrants that on delivery the products are sold with good title. Note: Seller does not warrant that the products are fit for any particular purpose or intended use by Buyer and it is for Buyer to satisfy itself that the products are so fit.
Buyer shall examine the products as soon as reasonably practicable after delivery. Buyer shall immediately notify Seller of any incomplete or failed delivery, loss or damage to any carriage or if the products fail to comply with Seller’s warranty. Such notification shall be provided with 24 hours of delivery, if it is shown to Seller’s reasonable satisfaction that the products fail materially to comply with Seller’s warranty, Seller shall be give reasonable opportunity to correct such failure, and, if Seller does not or is unable to do so, Seller will at Buyer’s option either refund the contract price or replace the products within a reasonable time free of charge. Replacement products are covered by these conditions, including Seller’s warranty.
Seller does not seek to exclude any liability which cannot be excluded as between Buyer and Seller and any United Kingdom legislation.
Seller shall not be liable for any failure to comply with the contract relating to any circumstances whatever (whether or not involving Seller’s agents) which are beyond Seller’s reasonable control and which prevent or restrict Seller from complying with the contract.
Seller may where reasonable in all the circumstances (whether or not involving Seller’s negligence) without liability suspend or terminate, in who or in part, its obligations under the contract, if Seller’s ability to supply and deliver the products by Seller’s normal means in materially impaire
Risk in the products shall pass to Buyer on delivery.
Advice and Assistance
Seller shall not be liable in contract, tort or otherwise, and irrespective of the negligence of Seller, its agents or employees, for any representations, advice or assistance given (under this contract or otherwise and whether before or after the date of the contract) by or on behalf of Seller in connection with the products or the contract, unless and then only to the extent that Seller has made such representations, and/or agree to provide such advice or assistance, for a fee under a separate written contract with Buyer.
Limitation of Liability
Without prejudice to any other limitation of Seller’s liability (whether effective or not):-
- Seller’s total aggregate liability in connection with the products or the contract (in contract, tort or otherwise and whether or not related to any negligence or other act, default or omission of Seller or its employees or agents), is limited to the contract price excluding VAT.
Without prejudice to Seller’s warranty Buyer’s sole remedy shall be in damages.
Heath & Safety at Work
Buyer shall ensure that all products are safely and lawfully received, store, maintained or used or applied by Buyer and that Buyer obtains relevant information in Seller’s possession relating thereto.
Buyer shall ensure that all appropriate safety information (whether supplied by Seller, Buyer or other) is distributed and drawn to the attention of customers and others (including Buyer’s employees) who require it for the sake of handling or using the products.
The contract may not be signed by Buyer without Seller’s prior written consent.
Notices must be in writing to Seller’s or Buyer’s address and are deemed delivered on the first working day after sending by hand or (subject to confirmation of transmission) by telex or facsimile, or in the UK on the third working day after being place pre-paid in the first class post to Buyer’s or Seller’s UK address. Qualified acceptances by Buyer on delivery notes shall not constitute notice of any claim or acceptance by Seller of any such qualification.
No failure by Seller to enforce any provision of this contract shall be construed as a release of its rights thereto or to sanction any further breach.
If any provision of the contract is found to be invalid or unenforceable it shall have effect to the maximum extent permitted by law or, if not so permitted, shall be deemed deleted.
This contract shall be governed by and construed in accordance with the laws of England. Buyer hereby agrees for Seller’s exclusive benefit, that the English Court shall have sole jurisdiction to hear all claims and all proceedings connected with the product or the contract, Seller may nevertheless bring claims in any other Courts of competent jurisdiction.
Any discrepancies must be notified within 24 hours of delivery.
Please store all Fresh produce between 0°C and 4°C.
Please store all Frozen producs below -18°C.