Business Day: means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: means the terms and conditions set out in this document as amended from time to time in accordance with clause 10.3.
Contract: means the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: means the person, firm or company who purchases the Goods from the Supplier.
Force Majeure Event: means an event or circumstance beyond a party's reasonable control.
Goods: means the goods (or any part of them) set out in the Order.
Minimum Order Value: means the minimum monetary value of an Order which the Supplier may require from time to time.
Order: means the Customer's order for the Goods, as set out in the Customer's purchase order form, or received by telephone, email, fax or online, as the case may be.
Specification: means the Supplier’s standard specification for the Goods, as may be modified from time to time, and any specification for the Goods that is agreed by the Customer and the Supplier.
Supplier: means Harlech Foodservice Limited (registered in England and Wales with company number 01413059).
(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) a reference to writing or written includes emails.
2.1: These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2: The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable specification submitted by the Customer are complete and accurate.
2.3: The Order shall only be deemed to be accepted when the Supplier issues acceptance of the Order, whether in writing, by email, telephone or otherwise, at which point the Contract shall come into existence.
2.4: The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.5: Any samples, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.6: The Supplier’s employees and agents are not authorised to make any representations concerning the Goods unless confirmed by Supplier in writing.
2.7: A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for the period stated on the quotation.
2.8: The Supplier reserves the right not to deliver an Order received with a monetary value less than the Minimum Order Value or to add a delivery surcharge to any such Order.
3.1: The Supplier reserves the right to modify any specifications relating to the Goods from time to time.
3.2: To the extent that the Goods are to be manufactured in accordance with a specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Customer’s specification. This clause 3.2 shall survive termination of the Contract.
3.3: The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
3.4: The Supplier adheres to supply Butchery goods with minimum shelf-life dates as set out below, including delivery days:
4.1: The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree at any time after the Supplier notifies the Customer that the Goods are ready.
4.2: The Goods may be delivered by the Supplier in advance of the quoted delivery date, or as soon as is practical thereafter upon giving reasonable notice to the Customer.
4.3: Any dates quoted for delivery are approximate only and are not guaranteed. The time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4: If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5: If the Customer fails to take delivery of the Goods or fails to give the Supplier adequate delivery instructions at the time stated for delivery then the Supplier, without prejudice to any right or remedy available to it, may:
(a) store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including, storage, redelivery and insurance); and/or
(b) resell or otherwise dispose of the Goods as the Supplier sees fit and after deducting all reasonable storage, selling and disposal expenses account to the Customer for the excess of the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
4.6: The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment and shall not entitle the Customer to treat the Contract as a whole repudiated.
4.7: The Goods must be inspected and signed for by the Customer at the time of delivery. No claims in respect of shortages or incorrect Goods will be allowed unless made known to the Supplier at the time of delivery.
4.1: If the Supplier requests the Customer to return any packaging materials to the Supplier, the Customer shall make such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
5.1: The Supplier warrants that on delivery the Goods shall conform in all material respects with their description and Specification.
5.2: Any Goods that do not conform with their description or Specification shall be retained and made available for inspection by the Supplier. The Supplier shall, at its option, replace any non-conforming Goods or refund the price of the non-conforming Goods.
5.3: The Supplier shall not be liable for any claims in relation to the quality of the Goods which results from any failure to follow the Supplier's oral or written storage instructions for the Goods following delivery.
5.4: Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5: The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6: These Conditions shall apply to any replacement Goods supplied by the Supplier.
6.1: The risk in the Goods shall pass to the Customer on delivery or attempted delivery.
6.2: Title to the Goods shall not pass to the Customer until the earlier of:
(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.
6.3: until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d)notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.1; and
(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time.
6.4: Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as the Supplier's agent; and
(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
6.5: If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1, then, without limiting any other right or remedy the Supplier may have:
(a) he Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(b) the Supplier may at any time:
(i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7.1: The price of the Goods shall be the price set out in the Supplier’s quotation, or, if no price is quoted, the price shall be the price ruling at the despatch of the Order.
7.2: Whilst the Supplier shall use reasonable endeavours to ensure that the quoted price of the Goods shall remain valid, all prices are subject to change by the Supplier without notice to the Customer.
7.3: The price of the Goods:
(a) excludes amounts in respect of value added tax ( VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
7.4: The Customer shall pay the price of the Goods:
(a) in cash or cleared funds upon delivery; or
(b) by credit or debit card at the time of placing the Order; or
(c) where credit facilities have been agreed in writing by the Supplier, on or before the payment date in accordance with the agreed credit terms.
7.5: Payment shall (where applicable) be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence.
7.6: If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Supplier shall be entitled, without prejudice to any other right or remedy available to it, to exercise all or any of the following remedies:
(a) to cancel the Contract;
(b) to suspend any further deliveries to the Customer (whether under the Contract or any other contract);
(c) to charge the Customer interest on the overdue amount at the rate of 4% per annum above HSBC Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount;
(d) to claim from the Customer as a debt due, the costs of recovering any payments due, including the costs of engaging debt recovery agents and any legal fees, court fees, disbursements and bank charges incurred by the Supplier.
7.7: The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
8.1: Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within five days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
8.2: Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.1(a) to clause 8.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
8.3: Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
8.4: On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
8.5: Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
8.6: Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
9.1: Nothing in these Conditions shall limit or exclude the Supplier's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987;
9.2: Subject to clause 9.1:
(a) the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Contract value.
10.1: Assignment and other dealings
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
10.2: Entire agreement
(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
The Supplier shall be entitled at any time to unilaterally vary the terms of this Contract, including any variation to the Goods provided that the Customer shall not be prejudiced thereby.
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.6(a) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax, one Business Day after transmission (subject to proof of transmission).
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
10.7: Third party rights
No one other than a party to this Contract shall have any right to enforce any of its terms.
10.8: Governing law
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.