CONDITIONS OF PURCHASE
1. These terms operate to the exclusion of all and any other Terms and Conditions whether imposed by the Seller or otherwise.
2. In these Conditions
“Buyer” means Oakfield (Foods) Ltd of 1st Floor, 3 Elstree Gate, Elstree Way, Borehamwood, Hertfordshire WD6 1JD.
“Confidential Information” means all information, whether written, electronic or oral, regarding the Buyer’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 Buyer 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’ means the contract for the purchase and sale of the Goods evidenced by and detailed in the Contract Documents.
‘Contract Documents’ means and includes all and any of the following: Orders, Invoices, Sales Contracts, Order Confirmations and delivery schedules (if any) as may be applicable to any particular transaction.
‘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.
“Intellectual Property” means the Seller's present and future patents, trademarks, service marks, trade names, designs, copyrights, inventions, topographical or similar rights, confidential information and know-how, recipes, production formulae domain names, design rights, database rights, moral rights and any interest in any of these rights, whether or not registered, including all applications and rights to apply for registration and all fees, royalties and other rights derived from, or incidental to, these rights”
‘Seller’ means the customer named in the Contract Documents being the person, firm or Company whose goods are to be purchased by the in accordance with the details set out in one or more of the Contract Documents.
“Working Day” means any day which is not in England) a Saturday, Sunday or public holiday.
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. The IMTA terms are expressly modified as follows:
3.1. In clause 21 (a) the period of notification of 24 hours in respect of Fresh or Chilled Carcass Meat and Poultry shall be extended to 48 hours: and
3.2. In clause 21 (a) the period of notification of 7 calendar days in respect of Vacuum Packed Chilled Beef shall be extended to 14 calendar days: and
3.3. In clause 33 the words, “by facsimile or e-mail or other form of electronic transmission” shall be substituted by the words “or email to an email address of the Buyer in general use for communications by the Parties.”.
4. For the purpose of the passing of risk 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. Title shall pass on the earlier of the foregoing and payment by the Buyer for the Goods.
5. Except in respect of death or personal injury caused by the Buyer’s negligence the Buyer shall not be liable to the Seller 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 Documents 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 Buyer, 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 Seller save as expressly provided in this condition.
6. If the Seller 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 Seller or any part thereof or a receiver or administrative receiver is appointed of any of the property or assets of the Seller or the Seller ceases or threatens to cease carrying on business or the reasonably apprehends that any of the aforementioned events is about to occur in relation to the Seller(and notifies the Seller accordingly) then, without prejudice to any other right or remedy available to the Buyer the Buyer 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 Seller.
7. A party is not liable for failure to perform that 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
8. If a party asserts Force Majeure as an excuse for failure to perform that party’s obligation, then the non-performing party must prove that 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.
9.1. Where Goods sold involve the use by the Seller of the Buyer’s Intellectual Property (whether in the Goods themselves (including, but not limited to, their recipe and/or formulation) or their packaging, display, product name or any goodwill derived from them) the Seller shall have no rights in such Intellectual Property.
9.2. Both during and after the currency of any purchase agreement which involves production by the Seller of Goods formulated (by recipe or otherwise) by the Buyer, the Seller shall not, in competition with the Buyer:
9.2.1. supply such formulated Goods to any other buyer: nor
9.2.2. sell to or treat with any other person firm or company introduced by the Buyer to the Seller for the purposes of the sale of the Goods whether formulated by the Buyer or not other than those no longer offered to such introduced party during the 12 months preceding the proposed supply of them by the Seller to such introduced party
to the intent that this clause 9.2 shall protect the legitimate business interests of the Buyer and the protection of the goodwill which it attracts both by virtue of its formulation which it retains pursuant to clause 9.1 and its trade goodwill generally.
9.3. The Buyer shall not, by virtue of this Agreement, obtain or claim any right, title or interest in or to the Intellectual Property, except the rights of use as are specifically set out in this Agreement, and hereby acknowledge and agrees that the benefit of all such use shall at all times accrue to the Seller.
9.4. The Buyer shall not do, or omit to do, or permit to be done, any act that will or may weaken, damage or be detrimental to the Intellectual Property or the reputation or goodwill associated with the Intellectual Property or the Seller, or that may invalidate or jeopardise any registration of the Intellectual Property.
9.5. The Buyer shall not at any time, whether during or after termination of this Agreement, apply anywhere in the world to register any Intellectual Property identical to or so nearly resembling the Intellectual Property of the Buyer as to be likely to deceive or cause confusion.
10.1. Any notice required or permitted to be given by either party to the other under these conditions shall be in writing, in English and addressed to that other party:
10.1.1 by pre-paid post to its 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 and/or
10.1.2 by email to an email address or addresses of the other party to which such communications are normally transmitted.
10.2. A notice served by post shall be deemed served 2 Working days after posting.
10.3. A notice served by email shall be deemed served on the next Working Day after transmission.
11. 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.
12.1. In performing its obligations under this Agreement, the Seller shall:
(a) comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the United Kingdom Modern Slavery Act 2015: and
(b) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4 of the Modern Slavery Act 2015 if such activity, practice or conduct had been carried out in England and Wales: and
(c) include in contracts with its sub-contractors (if any) anti-slavery and human trafficking provisions that are at least as onerous as those set out in this clause 12: and
(d) notify the Buyer as soon as it becomes aware of any actual or suspected breach of clause 12.1.(a) and clause 12.1.(b); and
(e) maintain a complete set of records to trace the supply chain of all Goods provided to the Buyer in connection with this agreement; and permit the Buyer and its third-party representatives to inspect the Seller’s premises, records, and to meet the Seller's personnel.
12.2. The Supplier represents and warrants that it has not been convicted of any offence involving slavery and human trafficking or been the subject of any investigation, inquiry or enforcement proceedings regarding any offence or alleged offence of or in connection with slavery and human trafficking.
12.3. Breach of this clause 12 shall be deemed a material breach of Contract.
12.4. without prejudice to any other rights of the Buyer for any breach of this clause 12, in the event that the Seller breaches its obligations under this clause 12 and a Court of competent jurisdiction holds that there is any responsibility devolving to the Buyer by reason of the supply chain or other similar association between the parties hereto then and in any such case, the Seller shall indemnify and pay to the Buyer an amount equal to the amount of such liability together (on an indemnity basis) with any professional fees and expenses reasonably incurred by the Buyer in the conduct of the claim and its settlement.
13. The Contract shall be governed by the Laws of England, and the English Courts shall have exclusive jurisdiction.
14. If any provision of these conditions is held by any competent court or 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.
© Oakfield (Foods) Ltd 2025