CONDITIONS OF SALE
1 These terms operate to the exclusion of all and any other Terms and Conditions whether imposed by the Buyer or otherwise.
2. In these Conditions
‘Buyer’ means the customer named in the Contract Documents being the person, firm or Company who accepts a quotation of the Seller for the sale of goods or whose order for goods is accepted by the Seller in accordance with the details set out in one or more of the Contract Documents.
‘Seller’ means Oakfield Foods Ltd of 1st Floor, 3 Elstree Gate, Elstree Way, Borehamwood, Hertfordshire WD6 1JD.
‘Goods’ means the goods which the Seller is to supply in accordance with the terms set out in the Contract Documents and in accordance with the details (including without limitation details as to quantity, description and price) set out in the Contract Documents.
‘IMTA Terms’ means the current form of Terms promulgated by the International Meat Traders Association Incorporated (‘IMTA’) including, and as varied by all amendments and variations thereto as at the date of the Contract Documents as applicable to the transaction to which the Contract Documents relate. For the avoidance of doubt, but without prejudice to the generality of the foregoing, these include ‘Ex-Store’ terms the ‘Delivered Terms’ and the ‘C.I.F. Conditions’ of IMTA (including any variations thereto) as may be relevant or applicable to the transaction to which the Contract Documents relate.
‘Contract’ means the contract for the purchase and sale of the Goods evidenced by and detailed in the Contract Documents.
‘Writing’ includes a letter, an email andcomparable means of communication.
“Confidential Information” means all information, whether written, electronic or oral, regarding the Seller’s, products, formulas, recipes, specifications, samples, processes and procedures, facility and quality audit reports and information, research and development, sales, marketing, pricing, customer information (including customer identities and the products sold to them), technical and network information and equipment, data and experience, forecasts, strategies and other physical things or intellectual property, whether of a technical, engineering, operational or economic nature, furnished or made available by the Seller and its affiliates or subsidiaries, to the Buyer and its affiliates and subsidiaries, and the agents, representatives and employees of each (collectively, the “Representatives”), and further includes all data, know-how, designs, drawings, diagrams, test data, accounting or financial data, pricing data, marketing data, business plans and strategies, negotiations and contracts, research, customer or vendor lists, inventions, and discoveries, compilations, studies or documents prepared by either party in connection therewith.
‘Contract Documents’ means and includes all and any of the following: Delivery Orders, Invoices, Sales Contracts, Order Confirmations as may be applicable to any particular transaction.
3. The Contract is deemed to incorporate the IMTA Terms save to the extent that the IMTA Terms are varied by the conditions set out herein in the event of conflict between the IMTA Terms and the terms set out herein in the latter shall apply.
4. (a) In respect of ‘Ex-Store’ sales risk of damage to or loss of the Goods shall pass to the Buyer when the Seller releases the Goods in Cold Store to the account of the Buyer.
(b) Where sub-condition (a) above does not apply risk of damage to or loss of the Goods shall pass to the Buyer 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.
5. Notwithstanding delivery and the passing of insurance risk and granting of credit, the legal and equitable title in the Goods shall remain with the Seller and shall not pass to the Buyer until the Seller shall have received in cash or in clear funds payment in full in respect of all Goods delivered under the Contract or until the Goods are processed or re-sold (whichever shall first occur) and until such time as the property in the goods passes to the Buyer hereunder the Buyer shall hold the Goods in a fiduciary capacity for the Seller. The full Terms and Conditions of the retention of title clause incorporated within the IMTA Terms with effect from February 2016 shall apply to and form part of the Contract. This retention applies to all monies owed by the Company for all contracts which have not been paid for in full.
6. The Buyer shall not be entitled to any compensation, or reduction in or refund of the price for the Goods or any part thereof, or to make any claims, in respect of weight shortage and/ or partial non-delivery of the Goods or any part thereof unless the Buyer notifies the Seller by facsimile or telex within 48 hours of delivery of the Goods to the Buyer giving brief details of such claim and confirms such claim in a fully documented form giving full details thereof in writing received by the Seller no later than 10 days after the date of delivery of the Goods to the Buyer in respect of claims relating to inherent defects in the Goods. The time period herein before specified shall commence at the time of actual discovery of the defect or at the time when such defect ought reasonably to have been discovered by the Buyer (whichever shall first occur).
7. Notwithstanding the provisions of condition 6 the Buyer shall not be entitled to any compensation, or reduction in or refund of the price or any part thereof, or to make any claims in respect of weight shortage, unless at the time of submission of such claim the Buyer makes the full parcel available for a weigh-over by the Seller or the Seller’s Agent.
8. For the purpose of conditions 6, 9 and 10 the Goods shall be deemed to have been delivered to the Buyer at the time when they are actually delivered to the Buyer’s premises or at the Buyer in a Cold Store or at the time of delivery to the Buyer’s premises or at the time when they come under the control of the Buyer in a Cold Store or at the time of delivery to the premises of the Buyer’s Customer, whichever shall first occur.
9. The Buyer shall not be entitled to any compensation, or reduction in or refund of the price paid for the Goods or any part thereof or to make any claims or to receive any credit in respect of the condition description and/ or quality of the Goods unless within the Specified Period following delivery of the Goods to the Buyer. The Buyer shall give written notification of such claim to the Seller with full details thereof. For the purpose of this condition ‘Specified Period’ shall be 24 hours in respect of fresh meat, 7 days in respect of chilled vacuum or Cryovac meat, or 14 days in respect of frozen meat. This condition shall not apply to any claim arising out of condemnation of the meat.
10. The Buyer shall not be entitled to any compensation, or reduction in or refund in the price paid for the Goods or any part thereof, or to make any claims arising out of condemnation of the Goods unless the Buyer notifies the Seller by facsimile or telex of any proposed condemnation prior to the same being condemned and confirms such condemnation to the Seller in writing with full details thereof within the Specified Period after delivery of the Goods to the Buyer. For the purposes of this conditions ‘Specified Period’ means 7 days in respect of fresh meat, 14 days in respect of chilled, vacuum or cryovac meat or 21 days in respect of frozen meat.
11. Payment terms are strictly 21 days from the date of issue of invoice except in respect of C.I.F Contracts where payment terms are cash against presentation of documents.
12. Where the Seller has received notification of any valid claim in respect of the Goods, which is based on a defect on the quality description or condition of the Goods or their failure to meet specification, or condemnation thereof (in each case subject to the terms and conditions herein before set out) the Seller shall be entitled to replace the Goods (or the part thereof in question as the case may be) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportion of part thereof as applicable) but the Seller shall have no further liability to the Buyer in respect thereof.
13. 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 representation or any implied or express 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) cost, 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 the Goods or their use or resale by the Buyer save as expressly provided in this condition.
14. We may transfer information about you to our bankers/ financiers for the purpose of providing services and for the following purposes: Obtaining credit insurance, making credit reference agency searches, credit control, assessments and analysis (including credit scoring, market product and statistical analysis), securitisation, protecting our interests. We will provide you with details of our bankers/ financiers and that of any credit reference agencies used on request.
15.. The Seller shall not be liable to the Buyer or be deemed to be in breach 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. Without prejudice to the generality of the foregoing the provisions relating to force majeure referred to in the IMTA Terms shall apply to the Contract.
16. If the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or an encumbrancer takes possession of the goods of the Buyer or any part thereof or a receiver or administrative receiver is appointed of any of the property or assets of the Buyer or the Buyer ceases or threatens to cease carrying on business or the Seller reasonably apprehends that any of the aforementioned events is about to occur in relation to the Buyer (and notifies the Buyer accordingly) then, without prejudice to any other right or remedy available to the Seller. The Seller shall be entitled as its sole discretion to cancel the Contract and/ or suspend any further deliveries under the Contract, without any liability to the Buyer and, if Goods or any part thereof shall have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
17. A party is not liable for failure to perform their party’s obligations if such failure is as a result of Acts of God (including but not limited to fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasions, act of foreign enemies, hostilities (regardless of whether war is declared) civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, the imposition of new trading or cross border regulation and/or tariffs by a government or the European community, government sanction or imposition, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity (or telephone service) epidemic or pandemic
18. If a party asserts Force Majeure as an excuse for failure to perform their party’s obligation, then the non-performing party must prove the it took reasonable steps to minimise delay or damages caused by foreseeable events, that the party substantially fulfilled all unaffected obligations, and that the other party was timely notified of the likelihood or actual occurrence of an event described above.
20. Whilst the Company will take reasonable steps to ensure that it is free from the intellectual property ownership of a third party, where the Buyer approves the design and/or packaging details of the product the Company shall not be liable to the buyer for any costs claims actions demands or damages from or due to any such third party for breach of any such third party’s intellectual property rights.
1921Any 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.
20. 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.
21. 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.
22. The Contract shall be governed by the Laws of England, and the English Courts shall have exclusive jurisdiction
© Oakfield Foods Ltd 2023