Foodnet Limited Terms and Conditions of Purchase
“The Supplier” means the person, firm, company, or organisation, who sells or agrees to sell the goods.
“The Customer” means Foodnet Limited registered in England & Wales (no. 02509681). Registered address is; The Old Grammar School, 3-7 Market Square, Amersham, HP7 0DF.
“Contract” means the contract for the sale and purchase of Goods formed by these conditions and any subsequent orders.
“Goods” means the produce, products, or materials, which the Supplier agrees to supply to the Customer in accordance with these conditions.
“Purchase Order” means the document setting out the Customer’s requirements for the purchase of Goods including the agreed price.
“The Delivery Point” means the place specified in the Customer’s Purchase Order for the delivery of goods or such other place as shall subsequently be agreed in writing by the Customer.
References to statues or statutory provisions shall include those statues or statutory provisions as from time to time re-enacted or replaced.
2. CONDITIONS OF SUPPLY POLICY
(1) The Supplier must agree to the Customer’s Conditions of Supply Policy ensuring compliance with regulatory requirements.
(2) The Customer (and any of the Customer’s clients where required) reserve the right to inspect and test any of the Goods to ensure they meet the Conditions of Supply Policy.
(3) The Customer reserves the right to reject any Goods that fail to comply with the Conditions of Supply Policy. All rejected Goods shall be held at the Supplier’s risk and expense, including all transportation and handling costs, until returned to the Supplier or corrected by the Supplier.
(4) The Customer shall have the option to a full refund a sum equivalent to the price paid for any rejected Goods or for the Supplier to supply replacement Goods.
(1) All Purchase Orders are given offers for Goods by the Customer to the Supplier, subject to and upon the following terms and conditions of purchase to which no additions or variations shall apply unless specifically agreed in writing by an authorised representative of the Customer.
IN THE ABSENCE OF SUCH AGREEMENT THE SUPPLIER SHALL UPON DELIVERY OF THE GOODS OR (WHERE DELIVERY IS BY INSTALMENT) THE FIRST ITEM THEREOF BE DEEMED TO HAVE GIVEN FINAL AND ABSOLUTE ACKNOWLEDGEMENT OF ITS ACCEPTANCE OF THESE TERMS AND CONDITIONS IN THE FORM HEREIN SET OUT.
(2) Each Purchase Order by the Customer for Goods from the Supplier shall be deemed to be an offer by the Customer to buy Goods and no Purchase Order shall be accepted until the Supplier either expressly by giving notice of acceptance, or impliedly by fulfilling the Purchase Order, in whole or in part accepts the offer.
(3) Where the Supplier has not received express or implied notice of the Customers terms and conditions of Purchase prior to receipt of the Customer’s Order Confirmation it may within 72 hours of issue of that form cancel the order for goods provided that the Customer has not by that time itself incurred any expenditure or liability to a third party in furtherance of the order and in consideration of such right of cancellation the Supplier shall if it does not exercise the right be deemed to have accepted the Customer’s Terms and Conditions of Purchase.
(4) A Purchase Order shall only be amended where expressly agreed between the Supplier and an authorised representative of the Customer in writing.
4. PRICES AND PAYMENT TERMS
(1) The price of the Goods shall be stated in the Purchase Order and shall not be varied unless expressly agreed in writing by an authorised representative of the Customer.
(2) Unless expressly agreed otherwise between the Supplier and an authorised representative of the Customer in writing or stated within the Purchase Order the price shall be inclusive of all delivery packaging and insurance costs VAT and any other applicable sales taxes duties or levies.
(3) Unless expressly agreed otherwise between the Supplier and an authorised representative of the Customer in writing the Customer undertakes to pay all invoices within 90 days from the date of receipt of Invoice. A valid invoice shall include:
(i) the Customer’s Purchase Order number;
(ii) the correct sum;
(iii) the products purchased including the quantity;
(iv) the quantity of products invoiced must match the quantity of products delivered.
(4) The payment of any invoice will not constitute any admission by the Customer as to the proper performance by the Supplier, especially in relation to the quality of the Goods being delivered meeting the Conditions of Supply Policy.
(5) The Customer reserves the right to set of any amount owing at any time from the Supplier to the Customer against any amount due to the Supplier from the Customer.
Title to and property in the goods shall pass to the Customer on delivery and unloading of the Goods at the Delivery Point stated on the Purchase Order.
(1) The quantity of the Goods delivered must equal the amount on the Purchase Order unless expressly agreed otherwise between the Supplier and an authorised representative of the Customer in writing.
(2) The Supplier shall provide the Customer with confirmation in writing of the quantity of Goods pack size being delivered.
(1) Time of delivery is the essence of the Purchase Order. By accepting the Purchase Order the Supplier is committing to deliver the Goods by the date stated in the Purchase Order. The Customer reserves the right to cancel the Purchase Order should the Supplier be unable to meet the delivery date.
(2) The Supplier shall commit to inform the Customer at the earliest possible opportunity of any delays to the delivery date.
(3) The Supplier shall ensure that each delivery is accompanied by a delivery note which shows the Purchase Order number, product name, date of order, weight (kgs), number of pallets and in the case of part deliver the outstanding balance remaining to be delivered.
8. LOSS/DAMAGE IN TRANSIT
The Customer shall except no liability whatsoever for loss or damage to the goods in transit.
9. LABELLING & PACKAGING
The Goods shall be packed and labelled in a proper manner and in accordance with the Customer’s instructions and any statutory regulations and any requirements of the transporter. The Goods shall be labelled with the Customer name, Purchase Order number, product name, best before date, country of origin, weight (kgs).
The Supplier shall keep in strict confidence all information that would be regarded as confidential by a reasonable business person relating to the Customer’s Business, Purchase Order, Goods, Contract, or other information disclosed by the Customer to the Supplier. The Supplier shall not disclose confidential information without prior written consent from the Customer.
11. FORCE MAJEURE
The Customer reserves the right to delay the delivery or payment or to amend or to cancel the Purchase Order if it is delayed or prevented from carrying out all or any of its business as a result of any circumstances beyond its control including (but not by way of limitation) acts of God, invasions, hostilities, civil war, civil strife, riot, acts of terrorism, strikes, lock-outs, labour disputes, breakdown of plant.
12. DEFAULT OR INSOLVENCY OF SUPPLIER
(1) if the Supplier defaults in any way in its commitments with the Customer or suffers any distress or execution upon its property or assets or makes or offers to make any arrangement or composition with its creditors or commits an act of bankruptcy or has a receiver appointed over all or a substantial part of its assets or a resolution passed or petition filed for winding up then the Customer shall have the right (without prejudice to any other remedies) to cancel any uncompleted order.
(2) In the event of an order being cancelled by the Customer in the above circumstances or being cancelled by the Supplier and the Supplier shall indemnify the Customer against all loss (including loss of profits) costs (including labour and overheads) and all other expenses and damages incurred by the Customer in connection with the order and its cancellation.
The Supplier shall keep the Customer indemnified in full against all direct, indirect or consequential liabilities (which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Customer as a result of or in connection with:
(i) any failure by the Supplier to comply with clause 2;
(ii) any claim made against the Customer in respect of liability, loss, damage, injury, cost or expense sustained by the Customer’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Goods as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Contract by the Supplier.
14. DATA PROTECTION
(1) The Company shall ensure it complies with the General Data Protection Regulations (GDPR) when handling any personal data shared by The Customer.
(2) The Company shall inform The Customer immediately with regards to any data breach that may involve The Customer’s data.
(3) The Company commits to sharing the personal data of it’s employees where it is required to fulfil the terms of any agreement to supply Goods.
Any provisions of this contract which is or may be void or enforceable shall to the extent of such invalidity be deemed severable and shall not affect any other provisions of this contract.
16. ENGLISH LAW
Every contract to which these Terms and Conditions shall apply shall be construed in accordance with and governed in all respects by the Laws of England and the Customer and the Supplier agree to submit to the jurisdiction of the English courts provided always that the schedules to the Uniform Laws on International Sales Act 1967 are hereby excluded.