TERMS AND CONDITIONS OF SALE OF THE BUITELAAR COMPANIES
Page 1 of 3 / Buitelaar Ts & Cs 0 5 0 3 2 1
1. INTERPRETATION
1.1 In these terms and conditions: -
“ Buitelaar Companies ” mean s e ac h of the following companies, who are associate s of each other : Buitelaar Production Ltd , a limited company incorporated in Ireland with company number 300157 whose registered office is situated at Pilsworth, Castledermot, C o. Kildare, Ireland, R14X899; Buitelaar Production (U K ) Ltd, a company in corporate d in England and Wales with company number 0 7585068 whose registered office is situated at Buitelaar Collection Centre, Marford Hill, Marford, Wrexham, Wales, LL12 8TD; Buitelaar Foods Ltd , a company incorporated in England and Wales with company number 1 2432392 whose registered office is situated a t Ground Floor, Unit 9, Grimbald Crag Court, St James Business Park, Knaresborough, England, HG5 8QB and Buitelaar NL B.V. , a private company incorporated under the laws of The Netherlands and registered with the Dutch trade register under number 7 3902586, having its statutory seat in Leidschendam-Voorburg and its registered office at ( 2718 RX) Zoetermeer, the Netherlands, Platinastraat 1 00 B, Caravel Foods Ltd (Irish Company) and Caravel Foods (UK) Ltd. " Supplier " means the relevant Buitelaar Company which i s supplying the Goods to the Purchaser. “ Contract ” means any contract between the Supplier and the Purchaser for the sale and purchase of Goods, incorporating these conditions. “ Delivery” means delivery of t he Goods in accordance with condition 4.1, whether by means of delivery of the Goods to the place specified, or collection of the Goods by the Purchaser, as described therein and “ Deliver ” shall be construed accordingly .
“ Goods ” means any goods agreed in a Contract to be supplied to the Purchaser by the Supplier (including any part or parts of them). " Purchaser " shall mean the individual, partnership, company or other body to whom the Goods are supplied by the Supplier. 1.2 Words in the singular include the plural a nd, in the plural, include the singular.
1.3 Condition headings do not affect the interpretation of these conditions.
2. GENERAL
2.1 Subject to any variation under condition 2.2, the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Purchaser purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 Unless otherwise expressly agreed in writing by a Director or authorised executive of the Supplier all Goods are sold upon the following terms and conditions a nd no agent or representative of the Supplier ( other than a Director) has any authority to vary or omit these terms and conditions or any of them. Any terms and conditions printed on the Purchaser's order forms are binding only insofar as they are not at variance with these terms and conditions and they have been specifically agreed to in writing by a Director of the Supplier .
2.3 It is a material and essential Condition of this Contract that the Purchaser at all times ensures that the Goods supplied are correctly stored after Delivery in the appropriate manner for the Goods in question , for example a maximum temperature of 2 degrees centigrade for chilled fresh goods and minus 18 degrees centigrade for frozen goods .
2.4 The Supplier may perform any of its obligations or exercise any of its rights hereunder by itself or through any other Buitelaar Company or any other member
of its group of companies , provide d t hat any act or omission of any such other entity shall be deemed to be the act or omission of the Supplier .
2.5 A ny 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 principle place of bus i ness or such address as may at the relevant time have been notified pursuant to this provision to the party giving t he notice. A ny such notice shall be treated as properly served or given if hand delivered or sent by registered post, by email or by commercial courier. Any notice or other communication shall be deemed to have been received by the recipient:
2.5.1 i n the case of a letter which is hand delivered, when actually delivered;
2.5.2 i n the case of a letter which is sent by registered post, on the third day after posting (or on actual receipt, if earlier); 2.5.3 i n the case of a transmission by email, on receipt of a read return mail from the correct email address; or
2.5.4 i n the case of a letter which is sent by commercial courier, on the date and at the time that the courier’s delivery receipt is signed PROVIDED THAT if, in accordance with the above provisions, any such notice or other communication would otherwise be deemed or made outside working hours (namely 9.00 a.m. to 5.00 p.m.) such notice or other communication shall be deemed given or made at the start of working hours on the next business day.
2.6 T he parties to the Contract do not intend that any term of the Contract shall be enforceable by any person that is not a party to it.
3. ORDERS AND ACCEPTANCE
3.1 E ach order or acceptance of a quotation for Goods by the Purchaser from the Supplier shall be deemed to be an offer by the Purchaser to buy Goods subject t o these conditions.
3.2 No order placed by the Purchaser shall be deemed to be accepted by the Supplier until a written acknowledgement of order is issued by the Supplier or (if earlier) the Supplier Delivers the Goods to the Purchaser.
3.3 The Purchaser shall ensure that the terms of its order and any applicable specification are complete and accurate.
3.4 Any quotation given by the Supplier i s given on the basis that no Contract shall come into existence until the Supplier despatches an acknowledgement of order to the Purchaser . Any quotation is subject to formal acceptance b y way acknowledgement of order b y the Supplier .
4. DELIVERY
4.1 Orders are accepted on the basis that the Goods be Delivered with all convenient speed. Delivery of the Goods shall be made by the Supplier delivering the Goods to the place specified when the Goods are ordered or if the order specifies that the Purchaser shall collect the Goods, at the time of collection.
4.2 If the order has specified that the Purchaser will collect the Goods, the Purchaser shall collect the Goods within the timeframe stipulated by the Supplier , its notice that the Goods are ready for collection.
4.3 Any dates quoted for Delivery are approximate only and the Supplier shall not be liable for any delay in Delivery howsoever caused. Time for Delivery shall not be of the essence unless previously agreed by the Supplier i n writing. The Goods may be Delivered by the Supplier i n advance of the quoted Delivery date upon giving reasonable notice to the Purchaser. 4.4 The Purchaser shall be under an obligation to examine and inspect the Goods upon Delivery for correct weight, defects to and/ or loss or damage to the same.
4.5 Subject to the other provisions of these conditions the Supplier shall not be liable for any direct, indirect or consequential loss (all three of which terms include, 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 Delivery ( even if caused by the Supplier ' s negligence), nor shall any delay entitle the Purchaser to terminate or rescind the Contract unless such delay exceeds 180 days. 4.6 If for any reason the Purchaser fails to accept Delivery of any of the Goods when they are ready for delivery, or the Supplier i s unable to Deliver the Goods o n time because the Purchaser has not provided appropriate instructions, documents, licences or authorisations , or the Purchaser fails to collect the Goods i n accordance with condition 4.2:
4.6.1 risk in the Goods shall pass to the Purchaser (including for loss or damage caused by the Supplier ' s negligence); 4.6.2 the Goods shall be deemed to have been Delivered; and 4.6.3 the Supplier may store the Goods until Delivery, whereupon the Purchaser shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.7 T he Purchaser shall provide at the Delivery point and at its expense adequate and appropriate equipment and manual labour for loading the Goods.
4.8 The Supplier may Deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of
TERMS AND CONDITIONS OF SALE OF THE BUITELAAR COMPANIES
Page 2 of 3 / Buitelaar Ts & Cs 0 5 0 3 2 1 the Contract.
4.9 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Purchaser to repudiate or cancel any other Contract or instalment. 5. N ON -D E LIVERY
5.1 The quantity of any consignment of Goods as recorded by the Supplier upon despatch from the Supplier's loading address shall be conclusive evidence of the quantity received by the Purchaser on Delivery unless the Purchaser can provide conclusive evidence proving the contrary.
5.2 The Supplier shall not be liable for any non -Delivery of Goods (even if caused by the Supplier ' s negligence) unless the Purchaser gives written notice to the Supplier of the non -Delivery within three days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of the Supplier 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.
6. P RICE
6.1 Unless otherwise agreed by the Supplier i n writing, the price for the Goods shall be the price set out in the Supplier's price list published on the date of Delivery or deemed Delivery.
6.2 T he price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, storage, further processing, unloading, carriage, insurance, any duties, taxes or tariffs and any other chargers whatsoever and howsoever incurred .
7. P AYMENT AND INTEREST
7.1 The Supplier shall be entitled to invoice the Purchaser for the price of the Goods before, on or at any time after Delivery . In the event that the Purchaser has failed t o take delivery of the Goods or failed to collect the Goods in accordance with these conditions, the Supplier shall be entitled to invoice the Purchaser for the price at any time after the Supplier has tendered the delivery of the Goods or notified the Purchaser that the Goods are ready for collection (as the case may be).
7.2 All amounts due to the Supplier in respect of Goods must be paid o n or before the date which is 7 days from the date of Delivery or the date of furnishing of an invoice in respect of those Goods ( whichever is earlier) unless otherwise agreed in writing by the Parties .
7.3 Time for payment shall be of the essence.
7.4 No payment shall be deemed to have been received until the Supplier has received cleared funds.
7.5 All payments payable to the Supplier under a Contract shall become due immediately on its termination despite any other provision.
7.6 The Purchaser shall make all payments due under a Contract in full without any deduction whether by way of set -off, counterclaim, discount, abatement or otherwise unless the Purchaser has a valid court order requiring an amount equal to such deduction to be paid by the Supplier t o the Purchaser.
7.7 In the event of an invoice not being paid within the said 7 days or a s otherwise agreed in accordance with condition 7.2 ,, the Supplier shall be entitled to charge interest , both before and after any judgement on the amount unpaid at rate of 8 % per annum o n all outstanding accounts such interest to accrue from day to day. The right of the Supplier t o charge Interest under this condition shall be without prejudice to any rights that the Supplier may have to repossess or sell the Goods under condition 8 here in.
8. RESERVATION OF TITLE / RISK
8.1 The Goods supplied shall remain the property of the Supplier until the total Invoice price payable therefore and all other debts owing by the Purchaser to the Supplier have been paid in full. The Supplier shall be entitled to maintain any action for the price of the Goods supplied as soon as payment falls due.
8.2 Subject to the provisions of this condition and notwithstanding that the property in the Goods supplied has not passed the Purchaser may resell the Goods supplied or any processed goods containing or incorporating the Goods i n the ordinary course of its business.
8.3 Where the Purchaser resells the G o ods supplied or any processed Goods containing such Goods before title thereto has passed: -
8.3.1 the Purchaser shall sell as agent for the Supplier a n d shall keep the proceeds of sale (less the Purchaser's margin ) in a separate account and hold the same on trust for the Supplier ;
8.3.2 the Purchaser shall keep full and proper records of the sales of all such Goods; 8.3.3 the Purchaser shall not in any circumstances place the proceeds of such sales in any overdrawn bank account so long as any sum payable to the Supplier in respect of any Goods supplied remains outstanding; and
8.3.4 notwithstanding the provisions of this sub -condition , vis-a -vis a third party, the Purchaser shall sell only as a principal.
8.4 If any amount owing by the Purchaser to the Supplier is overdue, the Supplier may (without prejudice to any of its other rights or remedies) repossess and resell any or all such Goods, and may enter upon the Purchaser's premises for that purpose and prior to payment of the total invoice price the Purchaser shall keep such Goods as fiduciary agent and bailee and separate and Identifiable for this purpose.
8.5 The Goods shall be at risk of the Purchaser from the time of Delivery notwithstanding that the property in the Goods shall not have passed to the Purchaser.
8.6 T his reservation of title condition shall not entitle the Purchaser to return the Goods and refuse or delay payment on the grounds that the property has not yet passed.
8.7 The Supplier shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Supplier .
8.8 Where the Supplier i s unable to determine whether any Goods are the goods in respect of which the Purchaser's right to possession has terminated, the Purchaser shall be deemed to have sold all goods of the kind sold by the Supplier t o the Purchaser i n the order in which they were invoiced to the Purchaser .
8.9 The Purchaser’s right to possession of the Goods and any and all Contracts shall terminate immediately on the occurrence of any of the following events: -
8.9.1 if the Purchaser commits any act of bankruptcy or if a petition of bankruptcy is presented against the Purchaser;
8.9.2 if the Purchaser ceases or threatens to cease to carry on business;
8.9.3 if the Purchaser shall enter into negotiations with any one or more of its creditors to adjust or reschedule its indebtedness or to make a voluntary arrangement or composition with s uch creditors or any notice i s issued by the Purchaser to any of its creditors that a proposal f or the same is to be or has been made;
8.9.4 in the event of the Purchaser being a corporate body , if the Purchaser takes any corporate action or if any steps are taken by any person or legal proceedings are started for its winding up, dissolution, examinership or re-organisation or for the appointment of a liquidator, receiver, examiner, conservator, custodian, trustee or administrator or similar officer to it or to any or all of its revenue s and assets ; or
8.9.5 if any distress or execution , w hether legal or equitable, i s levied on the Purchaser or levied on its property ;
8.9.6 if the Purchaser becomes unable to pay its debts a s they become due;
8.9.7 If the Purchaser fails to observe or perform any of its obligations under the Cont r act or any other contract between the Supplier and the Purchaser ; or
8.9.8 If the Purchaser encumbers or in any way charges any of the Goods. 8.10 The Purchaser shall immediately notify a Director or other authorised executive of the Supplier upon becoming aware of the occurrence of any of the events listed in condition 8.9.
9. REPRESENTATIONS AND WARRANTIES
9.1 Notwithstanding any other term or condition herein contained, where the Goods constitute or include raw meat products, the Supplier understands and accepts that all raw meat products have a natural level of bacteria and are not tested by the Supplier as to the levels of sa m e prior to sale. The Supplier makes no representations in relation to and assumes no responsibility for the safety of any raw meat products. It is the responsibility of the Purchaser to test all raw meat products and to satisfy itself as to the safety of such products before reselling or processing the Goods into other products for sale.
TERMS AND CONDITIONS OF SALE OF THE BUITELAAR COMPANIES Page 3 of 3 / Buitelaar Ts & Cs 0 5 0 3 2 1
9.2 Subject to condition 9.1 above, the Supplier warrants that (subject to the other provisions of these conditions) upon Delivery, the Goods shall:
9.2.1 b e of satisfactory quality; and
9.2.2 b e reasonably fit for any particular purpose for which the Goods are being bought if the Purchaser had made known that purpose to the Supplier in writing and if the Supplier has confirmed in writing that the Goods are fit for such purpose.
9.3 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
1 0. CLAIMS
1 0.1 The Supplier shall not be liable for a breach of the warranties in condition 9 or for any claims arising from damage t o or defect in the Goods unless:
1 0.1.1 the Purchaser gives notice in writing to the Supplier and the carrier (if applicable) within 24 hours of Delivery , otherwise the Goods shall be deemed to have been accepted by the Purchaser a s being i n good order and in conformity with the Contract; and
1 0.1.2 the Supplier i s given a reasonable opportunity after receiving the notice referred to in condition 10.1.1 of examining such Goods and the Purchaser (if asked to do so by the Supplier ) returns such Goods to the Supplier's place of business at the Purchaser's cost ( unless the claim i s subsequently accepted by Supplier or upheld, in which case return of the Goods will be at the Supplier’s cost) for the examination to take place there.
1 0.2 . Acceptance of notification of a claim shall not be construed as admission of liability.
1 1. LIABILITY
1 1.1 Subject to conditions 4, 5 and 10, t he following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub -contractors) to the Purchaser in respect of:
1 1.1.1 a ny breach of these conditions;
1 1.1.2 any use made or resale by the Purchaser of any of the Goods, or of any product incorporating a n y of the Goods; and 1 1.1.3 a ny representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
1 1.2 Nothing in these conditions excludes or limits the liability of the Supplier :
1 1.2.1 f or death or personal injury caused by the Supplier ' s negligence; or
1 1.2.2 f or any matter which it would be illegal for the Supplier t o exclude or attempt to exclude its liability; or
1 1.2.3 f or fraud or fraudulent misrepresentation.
1 1.3 Subject to condition 9. 3 and condition 1 1.2 :
1 1.3.1 the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with t h e performance or contemplated performance of the Contract shall be limited to the Contract price; and
1 1.3.2 the Supplier shall not be liable to the Purchaser for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, i n each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
1 2. VETERINARY AND HEALTH REQUIREMENTS
All goods supplied by the Supplier t o the Purchaser are warranted to comply with all applicable laws and regulations but if any other approval licence certificate or consent of any Government or other authority shall become necessary for the sale or delivery of the Goods t o the Purchaser, the Purchaser shall be solely responsible for obtaining the same and shall indemnify the Supplier against all costs, claims, demands or proceedings brought against the Supplier as a result of failure by the Purchaser to obtain such approval licence certificate or consent.
1 3. FORCE MAJEURE
Every effort will be made by the Supplier t o carry out its C o ntracts but the due performance of such C o ntracts is subject to cancellation in contract or variation thereof as may be necessary (including, without limitation to the generality of the foregoing, delay in Delivery or reduction in volume of Goods) if the Supplier i s prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Supplier including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay i n obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 1 20 days, the Purchaser shall be entitled to give notice in writing to the Supplier t o terminate the Contract.
1 4. S ET -O FF
1 4.1 The Purchaser shall make all payments due under the Contract in full without any deduction whether by way of set -off, counterclaim, discount, abatement or otherwise unless the Purchaser has a valid court order requiring an amount equal to such deduction to be paid by the Supplier t o the Purchaser.
1 4.2 The Suppliers hall be entitled to apply any sum due b y the Supplier to the Purchaser in settlement of any sum due from the Purchaser t o the Supplier or any of the Buitelaar Companies o n any account whatsoever , and the Purchaser hereby irrevocably authorises the Supplier t o do so.
1 5. LAW AND JURISDICTION
1 5.1 These conditions and all other express (or t o the extent permitted hereunder, implied) terms of any Contract shall be governed and construed in accordance with the law s of the jurisdiction of incorporation of the Supplier ( which shall be the proper law of the Contract). All disputes (including any question of law arising in connection therewith) from time to time arising out of or under any Contract Incorporating these conditions shall b e subject to the exclusive jurisdicti on of the courts of the jurisdiction of the Supplier , or elsewhere at the sole discretion of the Supplier .
1 6. SEVERANCE AND WAIVER
1 6.1 In the event of any part of these conditions being in effective for any reason, the remainder thereof shall constitute the conditions binding upon the Parties.
1 6.2 Failure and neglect by the Supplier to enforce at any time any of the provisions hereof shall not be construed as nor deemed to be a waiver of the Supplier's rights hereunder nor shall such failure or neglect in any way affect the validity of the whole or any part of these terms and conditions and the Supplier's right t o take subsequent action shall not be prejudiced thereby .
1 6.3 No waiver by the Supplier of any breach or the Contract by the Purchaser shall be considered as a waiver of any subsequent breach of the same or any ot h er provision.
