Terms And Conditions

1. INTERPRETATION

1.1. Definitions:

Business Day means a day other than a Saturday, Sunday or public holiday in England, 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.

Contract means the contract between the Seller and the Purchaser for the sale and purchase of the Goods in accordance with these Conditions.

Force Majeure Event means an event, circumstance or cause beyond a party’s reasonable control;

Goods means items and services supplied by the Seller to the Purchaser.

Order means the Purchaser’s order for the Goods, as set out in the Purchaser’s purchase order form, the Purchaser’s written acceptance of the Sellers’ quotation, or overleaf, as the case may be.

Purchaser means the person or firm who places an order with the Seller.

Seller means TheFoodShareUK Ltd registered in England and Wales with company number 12541040 and any other associated company.

Technical Data Sheet means the technical data sheet in respect of the Goods as provided by the Seller to the Purchaser from time to time.

1.2. Interpretation:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its successors and permitted assigns.

(c) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(e) A reference to writing or written includes fax and email.

2. CONTRACT

2.1. These Conditions apply to the Contract and no addition or variation shall apply unless agreed in writing.

2.2. The Conditions shall supersede any prior representation whether made in writing or orally and shall override any other terms that the Purchaser may subsequently seek to impose.

2.3. The Order constitutes an offer by the Purchaser to purchase the Goods in accordance with these Conditions.

2.4. The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order, at which point the Contract shall come into existence.

3. ADVERTISING MATERIALS & REPRESENTATIONS

3.1. Catalogues, specifications, brochures, price lists, advertising material and verbal representations by the Seller’s personnel are only an indication of the type of Goods offered. They shall not form part of the Contract nor have any contractual force.

3.2. All Goods are sold subject to availability of material to the Seller.

3.3. The Seller reserves the right without notice to substitute materials, components and units other than those mentioned in the Contract.

3.4. All specifications and drawings, or particulars of weights and dimensions and all forwarding specifications issued by the Seller are approximate only and do not form part of any Contract.

4. LIABILITY

4.1. Subject to the remaining clauses of this clause 4, the Seller’s liability in respect of any defective Goods manufactured or supplied by the Seller or for any loss, injury or damage, consequential or otherwise, shall be limited to the replacement of Goods which the Purchaser proves within two calendar months of delivery to be defective or which fail due to faulty material manufactured by the Seller or defective workmanship of the Seller.

4.2. If Goods are proved to be defective by the Purchaser within two calendar months of delivery and the Purchaser continues to use such Goods during and following such period, the Seller shall not be liable for any loss, injury or damage, consequential or otherwise, resulting from such continued use by the Purchaser of the defective Goods.

4.3. In the case of Goods supplied but not manufactured by the Seller, the liability of the Seller shall be limited to amounts recovered by the Seller under warranties given by the supplier to the Seller, provided that the Seller shall not be called upon to bear any liability or expense greater than the amount recovered from that supplier.

4.4. Nothing herein shall impose any liability upon the Seller in respect of any loss, damage, consequential or otherwise, in relation to or arising out of Goods found to be defective or attributable directly or indirectly to the acts, omissions, negligence or default of the Purchaser or the Purchaser’s servants or agents including (in particular but without prejudice to the generality of the foregoing) any failure by the Purchaser to comply with any recommendations of the Seller as to the handling and use of the Goods.

4.5. If the Seller is held to be legally liable for any breach of the Contract including the Conditions or shall become legally liable to the Purchaser in any way whatsoever the liability of the Seller in respect of any or all causes of action shall in no

circumstances exceed the Contract price pursuant to the relevant Contract under which the liability arose.

4.6. The restrictions on liability in this clause 4 apply to every liability arising under or in connection with the Conditions including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

4.7. The Seller may, at its discretion, provide the Purchaser a credit in respect of any Goods found to be defective up to the full value of the price paid by the Purchaser.

4.8. The Goods shall be sold by the Seller on the sole condition that they will be used in the prescribed manner, for the purpose for which they are intended and in accordance with the Technical Data Sheet.

4.9. The Seller shall not be liable for any damage, loss or injury resulting from any misuse by the Purchaser of the Goods or any use which is not in accordance with the prescribed manner, the purpose for which the Goods were designed or the Technical Data Sheet.

4.10. In the event that the Purchaser is purchasing for onward sale, the Purchaser must make known to its third party customer the prescribed use of the Goods, the purpose for which the Goods were designed and the content of the Technical Data Sheet.

4.11. Where the Purchaser provides a specification of the Goods to be manufactured by the Seller, the Seller shall not be liable for any defect in the Goods caused by compliance with such specification.

4.12. If the Purchaser packages or causes the Goods to be packaged in such a way so as to make the Goods defective the Purchaser shall indemnify the Seller against all damage and loss caused by reason of the Goods being defective.

4.13. The Purchaser must consult the information and product literature provided by the Seller from time to time which concerns the conditions necessary to ensure that the Goods will be safe and without risk to health when properly used. If the Purchaser is not already in possession of such product literature or requires any information or advice in connection with the safe use of the Goods the Purchaser must immediately contact the Seller.

4.14. Nothing in these Conditions limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(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.

4.15. This clause 4 shall survive termination of the Contract.

5. DELIVERY

5.1. The Seller shall deliver the Goods to the location as the parties may agree (Delivery Location) at any time after the Seller notifies the Purchaser that the Goods are ready.

5.2. Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

5.3. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Purchaser’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

5.4. If the Purchaser fails to accept delivery of the Goods within three Business Days of the Seller notifying the Purchaser that the Goods are ready or fails to give the Seller adequate delivery instructions then without prejudice to any other right or remedy available to the Seller then, except where such failure or delay is caused by a Force Majeure Event or the Sellers’ failure to comply with its obligations under the Contract:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Seller notified the Purchaser that the Goods were ready; and

(b) the Seller shall store the Goods until delivery takes place, and charge the Purchaser for all related costs and expenses (including insurance); and

(c) the Seller may sell the Goods for a price readily obtainable and after deducting reasonable storage, insurance and selling expenses, charge the Purchaser for any shortfall.

5.5. The Seller shall be under no liability to the Purchaser in respect of any damaged Goods delivered unless at the time of delivery the damage is endorsed in writing on the delivery note or the delivery note is endorsed “not examined” and a separate written notice of the damaged Goods is sent to the Seller within 14 days of delivery.

5.6. The Purchaser must notify the Seller (and, if appropriate, the carrier) in writing of the non-receipt or shortage in delivery of any Goods by the Purchaser or his nominated carrier within 10 days of the sales date relating to any delivery.

5.7. The Purchaser shall hold the Seller indemnified against any loss or damage arising by the failure to give the notification of receipt or damaged Goods within the time limit specified above.

5.8. Any request by the Purchaser for proof of delivery from the Seller or the carrier must be made in writing no later than four months after the date of the invoice related to the delivery and in the absence of any such request delivery of the Goods shall be deemed to have been made.

6. RISK

6.1. Risk shall pass to the Purchaser on the Goods being tendered for delivery at the Delivery Location or (if earlier) on delivery to the carrier nominated by the Purchaser or (where the Goods are to be collected by the Purchaser from the Seller) on being loaded onto the vehicle of the Purchaser or his agent. The Purchaser must insure the Goods for their full replacement value against all risks

with the interest of the Seller being noted on the policy (from the time that risk passes).

6.2. Where Goods are stored by the Seller at the premises of the Purchaser in contemplation of ongoing sales (consignment), the goods are at the risk of the Purchaser.

7. RESERVATION OF TITLE

7.1. Until payment in full has been made by the Purchaser of all sums owing or due to the Seller, whether in respect of purchases of the Seller’s Goods or otherwise, the following shall apply:-

7.1.1. All legal and equitable title to the Goods shall remain with the Seller and the Purchaser shall be entitled to possession of the goods only as a bailee of the Seller.

7.1.2. The Purchaser may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods, provided that it shall hold on trust for the Seller any proceeds of sale of the Goods and the benefit of all rights and claims under any contract for such sale.

7.1.3. The right set out in clause 7.1.2 may at any time be terminated by written notice given by the Seller if the Seller has any reason to have doubt as to the Purchaser’s solvency and in such event, the Seller shall be permitted to enter any premises of the Purchaser and repossess the Goods.

7.1.4. The Purchaser shall at all times so far as is reasonably practicable store the Goods separately from all other goods held by the Purchaser so that they remain readily identifiable as the Seller’s property.

7.1.5. The Purchaser shall not remove, deface or obscure any identifying mark or packaging on or relating to the Goods.

7.1.6. The Purchaser shall maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

8. PRICE VARIATION

8.1. Prices quoted are inclusive of Value Added Tax and are ex-works unless otherwise specified in writing.

8.2. Unless previously withdrawn, quotations are open for acceptance within the period stated in them. Where no period is stated, the quotation shall be open for acceptance for 30 days from the date it is dated unless withdrawn by the Seller during that time.

9. PAYMENT AND INTEREST

9.1. The Purchaser shall pay each invoice submitted by the Seller:

(a) within 30 days of the date of the invoice, unless otherwise agreed in writing; and

(b) in full and in cleared funds to a bank account nominated in writing by the Seller,

and time for payment shall be of the essence of the Contract.

9.2. If the Purchaser fails to make a payment due to the Seller under the Contract by the due date, then, without limiting the Seller’s remedies under clause 12 (Termination), the Purchaser shall pay interest on the overdue sum from the due date until payment of the overdue sum, at the rate of 5% per annum above the base rate of National Westminster Bank plc from time to time and interest shall accrue at such rate after as well as before or after any judgement.

9.3. In the event of any late payment of any invoice the Seller reserves the right to defer delivery of any Goods on any Contract between the parties.

9.4. Where any invoice is overdue for payment then all invoices issued by the Seller to the Purchaser shall become immediately due for payment.

9.5. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10. FORCE MAJEURE

10.1. The Seller shall not be liable for any loss of damage caused by the non-performance or any delay in performance of any of its obligations hereunder arising out of any matter beyond the Seller’s control including but not limited to: acts of God; war; riots or civil commotion; pandemic; strikes, lockouts or other trade disputes (whether or not involving employees of the Seller); fire; breakdown of machinery; transport delays or interruptions; Government restrictions or regulations; delay in delivery by the Seller’s suppliers.

10.2. In such circumstances, except where Goods are in transport, either the Seller or the Purchaser may terminate the unperformed part of any Contract by notice in writing delivered within 14 days of written notice being given by the Seller of the circumstances causing the non-performance or delay in performance provided always that the Purchaser’s obligation to pay in relation to any part of the Contract which has been performed shall not be discharged.

11. INSTALMENTS

If any order for Goods is to be delivered by instalments, each instalment shall be treated as a separate Contract each of which shall be paid for in accordance with clause 9 hereof and the Seller shall be entitled to withhold delivery of future instalments pending payment.

12. TERMINATION

12.1. Without limiting its other rights or remedies, the Seller may terminate this Contract with immediate effect by giving written notice to the Purchaser if:

(a) the Purchaser commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;

(b) the Purchaser 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;

(c) the Purchaser suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the Purchaser’s financial position deteriorates to such an extent that in the Seller’s opinion the Purchaser’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

12.2. Without limiting its other rights or remedies, the Seller may suspend provision of the Goods under the Contract or any other contract between the Purchaser and the Seller if the Purchaser becomes subject to any of the events listed in clause 12.1(b) to clause 12.1(d), or the Seller reasonably believes that the Customer is about to become subject to any of them, or if the Purchaser fails to pay any amount due under this Contract on the due date for payment.

12.3. Termination of the Contract, however arising, 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 the Contract which existed at or before the date of termination.

12.4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

13. CANCELLATION

13.1. When the Seller has accepted an order no cancellation in whole or in part can be made by the Purchaser without the Seller’s consent.

13.2. In the event of a cancellation by the Purchaser a charge shall be payable by the Purchaser to cover all expenses, charges and the loss of profit by the Seller.

14. DATA PROTECTION

14.1. The Seller will retain any information on the Purchaser which it obtains from the Purchaser, the Purchaser’s suppliers and credit reference agencies relating to the ownership of the Purchaser, the products which it purchases and the methods and time of payments (“Information”).

14.2. It is agreed that the Seller may obtain from and disclose at any time and in its absolute discretion information to credit reference agencies and other suppliers or potential suppliers to the Purchaser.

15. CONFIDENTIALITY

Other than when obliged by law the Purchaser shall not without the prior written consent of the Seller communicate to any person or company whatsoever the price paid for any Goods or services or any of the methods of use of the Goods or the details of any services or processes supplied by the Seller or any operating instructions or technical data relating thereto acquired from the Seller except to such employees as may be employed by the Purchaser to carry out those processes or use the Goods.

16. RETURN OF PACKAGES

16.1. All return of Goods under complaint are subject to authorisation from the Seller following the complaint investigation and acceptance in writing or by email that the Goods can be returned for credit against the justified complaint.

16.2. A charge may be made for returnable packages in which event full credit therefore will be given provided they are returned in good condition to the point of despatch, carriage paid and within 3 months of the sale or invoice date.

17. NOTICE

All notifications to be given by the Purchaser to the Seller referred to in these Conditions must be in writing and sent by recorded delivery or email transmission. Unless the Purchaser can produce to the Seller if requested proof of such posting or transmission receipt of such, notice shall not be deemed to have occurred.

18. ASSIGNMENT

The Purchaser shall not without the Seller’s prior written consent assign or purport to assign or transfer to any other party any Contract subject to these Conditions.

19. GOVERNING LAW

These Conditions and any Contract subject to these Conditions shall be subject to the laws of, and the parties submit to the jurisdiction of the courts of, England and Wales.