EURO FOODS GROUP LTD- CONDITIONS OF SALE
These terms of business govern the sale of Goods by Euro Foods to the Buyer and may only be varied in writing by a director of Euro Foods.
1.1 In these conditions:
‘Account Application Form’ means the form signed by the Buyer giving details of the Buyer and applying for an
account with Euro Foods
‘Buyer’ means the person or persons identified in the Account Application Form or (if no Account Application Form has
been completed) the person or persons who orders Goods from Euro Foods.
‘Buyer’s Order’ means the order for Goods (in whatever format) placed by the Buyer with Euro Foods
‘Goods’ means the goods (including any installment of the goods or any parts for them) which Euro Foods is to supply
to the Buyer.
‘Euro Foods’ means the member company of the Euro Foods Group of Companies identified in the Account
Application Form or (if no Account Application Form has been signed the company who supplies the Goods to the
Buyer)
‘Conditions’ means the standard terms and conditions of sale set out in this document and (unless the context
otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and Euro Foods.
‘Contract’ means the contract for the purchase and sale of the Goods between Euro Foods and the Buyer which
consists of the Buyer’s Order, the Conditions and (if one has been signed by the Buyer) the Account Application Form.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as
amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2.
2.1 This Contract shall be deemed to have taken effect once Euro Food agrees to accept the Buyer as its customer and shall
continue to govern each Buyer’s Order until either party terminates the Contract by giving the other party 1 months
written notice
2.2 Euro Foods shall sell and the Buyer shall purchase the Goods in accordance with any Buyer’s Order which is accepted by
Euro Foods subject in each case to these Conditions, which shall govern the Contract to the exclusion of any other
terms and conditions subject to which any Buyer’s Order is made or purported to be made, by the Buyer.
2.3 No variation to these conditions shall be binding unless specifically agreed in writing between an authorised
representative of the Buyer and a director of Euro Foods.
2.4 Notwithstanding the identity of Euro Foods the Buyer and Euro Foods hereby accept that Euro Foods Group Limited
(company number 03028250) is hereby appointed and shall act (if required by Euro Foods) as the agent of Euro Foods
for the collection of all debts owned to Euro Foods under the Contract and the Buyer hereby confirms that it shall raise
no objection to any action for recovery of such debts being brought by Euro Foods Group Limited.
3.1 The price of the Goods shall be Euro Foods’ quoted price or, where no price has been quoted (or a quoted price is no
longer valid), the price listed in Euro Foods’ published price list current at the date of acceptance of the Buyer’s Order.
Where the Goods are supplied for export from the United Kingdom, Euro Foods published export price list shall apply.
All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be
altered by Euro Foods without giving notice to the Buyer.
3.2 Euro Foods reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the
Goods to reflect any increase in the cost to Euro Foods which is due to any factor beyond the control of Euro Foods
(such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in the
cost of labour, materials or other cost of manufacture variation in freight charges or insurance premiums), any change
in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any
instructions of the Buyer or failure of the Buyer to give Euro Foods adequate information or instruction.
3.3 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to Euro
Foods.
4.
4.1 The Buyer shall pay for the Goods on a cash on delivery basis, unless otherwise agreed in writing by Euro Foods. If Euro
Foods grants a credit facility to the Buyer the maximum number of days allowed will be 28 days from the date of
invoice.
4.2 In the event that Euro Foods has accepted payment by the Buyer by cheque or letter of credit, then Euro Foods reserves
the right to recover the Price of the Goods together with an administrative charge for any cheques or letters of credit
that need re-presenting to a bank for payment. Any cheques paid to Euro Foods and not honoured by the drawers
bank, shall be subject to a charge of at least £35.00 for cheque representation; an additional sum of at least £45.00
will be charged for cheques referred to drawer.
4.3 The time for payment of the price shall be of the essence of the Contract.
4.4 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available
to Euro Foods, Euro Foods shall be entitled to:
(a) cancel the Contract or suspend any further deliveries to the Buyer;
(b) appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract
between the Buyer and Euro Foods) as Euro Foods may think fit (not withstanding any purported appropriation by
the Buyer);
(c) charge the Buyer compound interest (both before and after proceedings have begun or any judgment made) on the
amount unpaid, at the rate detailed in the Late Payment of Commercial Debts (Interest) Act 1998 from time to
time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating
interest) together with any costs incurred or sustained by Euro Foods (including but not limited to bank charges
and administrative and legal costs incurred in any action taken by Euro Foods to recover any monies due to it);
(d) demand payment in full in respect of any other Goods supplied by Euro Foods whether payment in respect of the
Goods is due or not.
(e) charge the Buyer administration fees at the standard rate set by Euro Foods but, in any case, not less than £75 for
each letter sent by Euro Foods to the Buyer in relation to any overdue payment and £15 for every telephone call
and not less than £200 per visit to the Buyer made by Euro Foods to the Buyer in relation to any overdue payment.
4.5 Without prejudice to Clause 4.4 above, in the event of Goods being sold without payment by cheque, credit card, debit
card, credit account or letter of credit and possession thereof being given to the Buyer:
(a) title to the Goods shall at all times remain vested in Euro Foods until all monies due in respect of such Goods have
been paid for in full and until any cheque tendered in payment has been honoured upon presentation;
(b) until such time as payment (referred to in Clause 4.5(a)) has been received in full by Euro Foods, the Buyer shall
hold the Goods as bailee, and the Buyer will store the Goods in such a way that they can be identified as the
property of Euro Foods and keep them separate from the Buyer’s own property and the property of any other
person;
(c) although the Goods remain the property of Euro Foods until paid for, they shall be at the Buyer’s risk from time of
delivery and the Buyer shall hold the proceeds of any insurance against loss or damage as trustee for Euro Foods;
and
(d) the Buyer’s right to possession of the Goods shall cease if:
(i) upon the presentation to a bank of any cheque in respect of payment for Goods it is returned or dishonoured;
or
(ii) the Buyer has not paid for the Goods in full by the expiry of a credit period allowed by Euro Foods; or
(iii) the Buyer ceases to trade, is declared bankrupt or makes any proposal to his creditors for a composition or
other voluntary arrangement; or
(iiii) a receiver, liquidator or administrator is appointed in respect of the Buyer’s business.
On cessation of the Buyer’s right to possession of the Goods pursuant to this clause, the Buyer shall at his own
expense make the Goods available to Euro Foods and allow Euro Foods to repossess them. The Buyer agrees to
pay the costs and expenses incurred by Euro Foods for the purposes of repossessing the Goods.
(f) The Buyer hereby grants Euro Foods, its agents and employees an irrevocable licence (such licence to subsist
notwithstanding termination of any contract for any reason) to enter premises where the Goods are stored in order
to repossess them or inspect them at any time.
4.6 The Buyer shall at all times be personally liable to make payment for the Goods save that in the event of the Buyer
being a limited company the Account Application Form shall be signed for and on behalf of such limited company by
one or more individuals (the Guarantors) who by such signature(s) hereby personally guarantee and acknowledge
personal liability for payment for the Goods (and any other payments due to Euro Foods under the Contract), any
interest chargeable and all legal costs and other costs and expense which Euro Foods may incur with enforcing their
rights under this Contract, in the event of any default at any time on the part of the Buyer.
4.7 By signing the Account Application Form, the Guarantors hereby agree to be jointly and severally liable with the Buyer
to Euro Foods and further agree to indemnify and keep indemnified Euro Foods against all and any losses, costs, claims,
liabilities and expenses suffered or incurred by Euro Foods arising out of, or in connection with, any failure of the
Buyer to perform or discharge any of its obligations or liabilities under the Contract.
4.8 No indulgence or waiver that might be extended to the Customer in respect of these terms of business shall affect the
liability of the Guarantors under clause 4.6 or clause 4.7.
4.9 The personal liability of any Guarantor hereunder shall in no way be affected by Goods sold by Euro Foods to the Buyer
being paid for or being subsequently sold or delivered to any third party whether that third party is known to Euro
Foods or otherwise.
4.10 The Guarantors will be personally responsible for any damage caused to Euro Foods’ property by the Buyer or its agents.
4.11 In the event of the Buyer being a partnership or sole trader the business of which is transferred (a “Transfer”) into a
limited company or limited liability partnership (a “Corporate Entity”), the partners or sole trader (as the case may be)
will remain personally liable (jointly and severally in the case of a Partnership) for the liabilities of the Buyer under the
Contract and each director or member, as the case may be, of that Corporate Entity shall, from the date of the first
order placed with Euro Foods following the Transfer also assume personal liability for payment for that order and each
subsequent order placed by that Corporate Entity with Euro Foods .
5.
5.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at Euro Foods’ premises at any time after Euro
Foods has notified the Buyer that the Goods are ready for collection (but always during the normal working hours of
Euro Foods) or, if some other place for delivery is agreed by Euro Foods, then by Euro Foods delivering the Goods to
that place.
5.2 Notwithstanding the provisions of clause 5.1 where Goods are sold ex store or ex cold store delivery shall be made by
Euro Foods transferring Goods to the Buyers account. Unless otherwise agreed in writing between Euro Foods and the
Buyer all storage and rental charges in respect of Goods so transferred to the Buyer shall be charged to the account of
the Buyer with the effect from the date of transfer.
5.3 Any dates quoted for delivery of the Goods are approximate only and shall Euro Foods not be liable for any delay in
delivery of the Goods howsoever caused. Time for delivery shall not be of the essence of the Contract. The Goods may
be delivered by Euro Foods in advance of quoted delivery date upon giving reasonable notice to the Buyer.
5.4 Delivery or shipment of the Goods may be made in whole or in part at the option of Euro Foods.
5.5 Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by
Euro Foods to deliver any one or more of the installments in accordance with these Conditions or any claim by the
Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as
repudiated.
5.6 If the Buyer fails to take delivery of the Goods or fails to give Euro Foods adequate delivery instructions at the time
stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of Euro
Foods fault) then, without prejudice to any other right or remedy available to Euro Foods, Euro Foods may:
5.6 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage and
transportation; or
(a) sell the Goods at the best price readily obtainable and (after deducing all reasonable storage and selling expenses)
account to the Buyer for the excess over the price under the Contract.
(b) Notwithstanding the foregoing provisions of this Clause 5 where Goods are supplied for export from the United
Kingdom, unless otherwise agreed between the Buyer and Euro Foods in writing, the Goods shall be delivered FOB
the air or sea port of shipment and Euro Foods shall be under no obligation to give notice under s.32(3) of the Sale
of Goods Act 1979.
6.1 Euro Foods reserves the right to terminate the Buyer’s account at any time by providing notice in writing. By the date
of termination, the Buyer agrees that all sums outstanding on the account will be paid in full, otherwise Euro Foods
will be entitled to claim such sums by way of a claim. The Buyer agrees that in such an event, all legal costs,
administration costs and interest will be borne by the Buyer.
6.2 In the event that the Buyer wishes to terminate their account with Euro Foods, notice must be given to Euro Foods in
writing no less than three months prior to the date of termination. The termination notice must be addressed to the Credit
Control Manager, Euro Foods Group Limited, Langland Way, Reevesland Park, Industrial Estate, Newport, NP19 4PT. An
acknowledgment will be sent to the Buyer of their intention to terminate by the Credit Control Manager and a request will be made for any sums
outstanding on the account before the account can be closed.
6.3 In the event that the Buyer terminates their account with Euro Foods but does not provide the requisite notice as
indicated in Clause 6.2 above, or otherwise transfers their business, company, or premises to another entity or person or
partnership, it is understood and agreed that the Buyer will remain liable for the sums outstanding on the account until
such notice is provided to Euro Foods and any and all outstanding sums are paid. The Buyer agrees that should Euro
Foods be required to issue legal proceedings to recover the outstanding sums, all legal costs, administration costs and
interest will be borne by the Buyer. Until a valid notice of change of ownership is served on (and accepted by) Euro
Foods, the Buyer remains liable for the amounts outstanding on the account.
7.
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
(a) in the case of Goods to be delivered at Euro Foods’ premises, at the time Euro Foods notifies the Buyer that the
Goods are available for collection; or
(b) in the case of Goods sold ex store or ex cold store when delivered in accordance with clause 5.2; or
(c) in the case of Goods to be delivered otherwise that at Euro Foods’ premises or in accordance with clause 5.2 at the
time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when Euro Foods has
tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property
in the Goods shall not pass to the Buyer until Euro Foods has received in cash or cleared funds payment in full of the
price of the Goods and all other goods agreed to be sold by Euro Foods to the Buyer for which payment is then due.
7.3 Until such time as property in the Goods passes to the Buyer, the Buyer shall hold the Goods as Euro Foods’ fiduciary
agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored,
protected and insured and identified as Euro Foods’ property. Until that time the Buyer shall be entitled to resell or use
the Goods in the ordinary course of its business, but shall account to Euro Foods for the proceeds of sale of otherwise
of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate
from any moneys or property to the Buyer and third parties and, in the case of tangible proceeds, properly stored,
protected and insured.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have
not been resold), Euro Foods shall be entitled at any time to require the Buyer to deliver up the Goods to Euro Foods
and, if the Buyer fails to do so forthwith, to enter upon the premises of the Buyer or any third party where the Goods
are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any of the Goods which remain
the property of Euro Foods, but if the Buyer does so all moneys owing by the Buyer to Euro Foods shall (without
prejudice to any other right or remedy of Euro foods) forthwith become due and payable.
8.
8.1 Except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms
Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent
permitted by law.
8.2 Where the Goods are sold under a consumer contract (as defined by the Sale of Goods Act 1979) the statutory rights of
the Buyer are not affected by these Conditions.
8.3 Subject to clauses 7.4 and 7.5 any claim by the Buyer which is based on any defect on the quality or condition of the
Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified
in writing to Euro Foods within 7 days from the date of delivery. If delivery is not refused, and the Buyer does not
notify Euro Foods accordingly, the Buyer shall not be entitled to reject the Goods and Euro Foods shall have no liability
for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in
accordance with the Contract.
8.4 Where the Goods are sold ex store or ex cold store they are to be examined and taken away from where they are lying
and any defect shall be notified to Euro Foods in writing within 7 days of the date of collection and the Buyer shall not
be entitled to reject the Goods and Euro Foods shall have no liability for such defect and the Buyer shall be bound to
pay the price in full.
8.5 Goods sold CFR and CIF are to be taken with all faults and defects.
8.6 Where any valid claim in respect of the Goods which is based on any defect in the quality or condition of the Goods or
their failure to meet specification is notified to Euro Foods in accordance with these Conditions, Euro Foods shall be
entitled to replace the Goods (or the part in question) free of charge or, at Euro foods’ sole discretion, upon repayment
of the purchase price take back the Goods and Euro Foods shall have no further liability to the Buyer.
8.7 Except in respect of fraud or death or personal injury caused by Euro Foods’ negligence, Euro Foods shall not be liable
to the Buyer reason of any representation, or any implied 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), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the
negligence of Euro Foods, 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, except as expressly provided in these Conditions.
8.8 No claims for shortages of Goods delivered shall be valid unless lodged in writing to Euro Foods within three days of
delivery.
8.9 Euro Foods 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 Euro Foods obligations in relation to the Goods, if the delay or failure was
due to any cause beyond Euro Foods’ reasonable control. Without prejudice to the generality of the foregoing, the
following shall be regarded as causes beyond Euro foods’ reasonable control:
(a) act of God, explosion, flood, tempest, fire or accident;
(b) war or threat of war, sabotage, insurrection, civil disturbance or requisition;
(c) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental,
parliamentary or local authority;
(d) import or export regulations or embargoes;
(e) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Euro Foods or of a
third party);
(f) difficulties in obtaining raw materials, labour, fuel, parts or machinery,
(g) power failure or breakdown in machinery.
8.10 Euro Foods liability on damages (including any claim for consequential loss of profit) arising out of the Contract or the
supply of the goods shall not exceed the price of the Goods referred to in the Contract.
8.11 In the event that Buyer is a Limited Company and any director of the Buyer has indicated (whether orally or in writing)
to Euro Foods that the Buyer has sufficient funds to pay for the Goods and it transpires that the Buyer does not have
such funds the director concerned shall be considered to have been given a personal warranty and to have assumed
personal liability for payment for such Goods.
9.
9.1 If:
(a) 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
purpose of amalgamation or reconstruction); or
(b) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
(c) the Buyer ceases, or threatens to cease, to carry on business; or
(d) Euro Foods reasonably believes that any of the events mentioned above 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 Euro foods, Euro Foods shall be entitled to cancel the
Contract or suspend any further deliveries under the Contract without any liability to the Buyer and, if the Goods have
been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous
agreement or arrangement to the contrary.
10.
10.1 The Buyer shall indemnify Euro Foods in respect of any claim for loss, damage or injury to any person or property
directly or indirectly occasioned by, or arising from, the sale or processing of the Goods by any party other than Euro
Foods.
10.2 The Buyer hereby agrees to indemnify and keep indemnify Euro Foods in full against all and any losses, costs, claims,
liabilities and expenses suffered or incurred by Euro Foods arising out of, or in connection with, any failure of the
Buyer to perform or discharge any of its obligations or liabilities arising out of this Contract.
11.
11.1 All notices which are required or permitted to be given under these Conditions shall be in writing and shall be sent to
the registered office or principal place of business of the recipient or such other address as the recipient may designate
by notice given in accordance with the provisions of this clause. Any such notice may be delivered personally or by first
class prepaid post 48 hours after posting.
11.2 No waiver by Euro Foods 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.
11.3 If any provision of the 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.
11.4 The construction validity and performance of the Contract shall be governed by and construed in accordance with
English law and the parties hereto submit to the non-exclusive jurisdiction of the English courts.
11.5 No provision of the Contract shall be enforceable by any third party (whether pursuant to the Contracts Rights of Third
Parties (Act) 1999 of otherwise) save that Euro Foods Group Limited shall have the right to enforce any debt owed to
Euro Foods under this Contract as if it were a party to the Contract with the Buyer.