P&B (Foods) Ltd Terms Of Trading

Here are the terms of trading for:

P&B (Foods)
P&B (Foods) Europe B.V.

P&B (Foods) Terms Of Trading

The customer’s attention is drawn in particular to the provisions of clause 9.

Interpretation
1. Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.6.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from the Supplier.

Delivery Location: has the meaning given in clause 3.2.

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

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer’s order for the Goods, whether in-person, by email or by telephone.

Supplier: P. & B. (Foods) Limited (registered in England and Wales with company number 00988034).

1. Interpretation:
  1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  2. A reference to a party includes its personal representatives, successors and permitted assigns.
  3. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
  4. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
  5. A reference to writing or written excludes fax but not email.

Basis of contract
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 law, trade custom, practice or course of dealing.
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 are complete and accurate.
3. Subject to clause 2.4, the Order shall only be deemed to be accepted when the Supplier receives payment in full, at which point the Contract shall come into existence.
4. Where the Customer has a pre-existing credit arrangement in place with the Supplier, the Order shall only be deemed to be accepted when the Supplier issues an invoice in respect of the Order, at which point the Contract shall come into existence.
5. Any samples, drawings 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.
6. A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 2 Business Days from its date of issue.

Delivery
1. The Supplier shall ensure that each delivery of the Goods is accompanied by a proof of delivery note that shows the date of the Order, all relevant Customer and Supplier reference numbers, and the type of the Goods delivered.
2. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
3. Delivery is completed on the completion of the unloading of the Goods at the Delivery Location.
4. Any dates quoted for delivery are approximate only, and 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.
5. If the Customer fails to take delivery of the Goods then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
  1. the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance); or
  2. the Supplier sell the Goods at the best price readily obtainable and (after deducting all storage, selling and other expenses) account to the Customer for the excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
6. The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

Export sales
1. The provisions of this clause 4 apply only where the Supplier supplies Goods for export from the United Kingdom.
2. The Customer is responsible, at its own cost, for complying with any legislation or regulations relating to the importation of the Goods and obtaining such import licences and other consents in relation to the Goods as are required from time to time and, if required by the Supplier, the Customer will make those licences and consents available to the Supplier prior to the relevant shipment.
3. If the Customer is required under any applicable law to withhold or deduct any amount from the payments due to the Supplier, the Customer will increase the sum it pays to the Supplier by the amount necessary to leave the Supplier with an amount equal to the sum it would have received if no such withholdings or deductions had been made.
4. Section 26(3) of the Unfair Contract Terms Act 1977 shall apply and the Supplier’s liability for death or injury arising directly or indirectly from the sale of the Goods where the Customer’s main place of business or habitual residence is outside of the United Kingdom shall be excluded to the fullest extent permitted by law. For the avoidance of doubt, the Supplier will be under no obligation to give notice to the Customer under section 32(3) of the Sale of Goods Act 1979.

CANCELLATION AND RE-SCHEDULING
1. No order which has been accepted by the Supplier may be cancelled or re-scheduled by the Customer except with the agreement in writing of the Supplier (which shall normally involve a cancellation charge) and on terms that the Customer shall indemnify the Supplier in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Supplier as a result of cancellation. The Supplier reserves the right to charge a 15% re-stocking administration fee for unused purchases.
2. The Supplier may cancel the Contract with the Customer by giving written notice in the event that:
  1. the manufacturer of the Goods advises the Supplier of an increase in the price of the Goods;
  2. for reasons beyond the control of the Supplier it is unable to effect delivery following the manufacturer’s termination of the Goods or there is an insufficient supply of Goods from the manufacturer;
3. On the giving of such notice of cancellation at clause 5.2, the Supplier shall repay to the Customer any sums paid in respect of the price of the Goods. The Supplier shall not be liable for any loss or damage arising from such cancellation.

RETURN OF GOODS AND RETURNS PROCEDURE
1. For detailed returns information, please find the Supplier’s return’s policy here:[ x ]

Title and risk
1. The risk in the Goods shall pass to the Customer on completion of delivery.
2. Title to the Goods shall not pass to the Customer until the earlier of:
  1. 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 (including the amount of any interest or other sums payable under contracts between the Supplier and the Customer); or
  2. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 7.4.
3. Until title to the Goods has passed to the Customer, the Customer shall:
  1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
  2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
  4. notify the Supplier immediately if it becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.4; and
  5. give the Supplier such information as the Supplier may reasonably require from time to time relating to:
    1. the Goods; and
    2. the ongoing financial position of the Customer.
4. Subject to clause 7.5, 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:
  1. it does so as principal and not as the Supplier’s agent; and
  2. title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
5. At any time before title to the Goods passes to the Customer, the Supplier may:
  1. by notice in writing, terminate the Customer’s right under clause 7.4 to resell the Goods or use them in the ordinary course of its business; and
  2. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and 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. All additional costs incurred by these actions shall be borne by the Customer.
6. The Customer shall not be entitled to pledge or in any way charge by way of security for an indebtedness any of the goods which remain the property of the Supplier.

Price and payment
1. The price of the Goods shall be agreed at the time of the Order.
2. The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
  1. any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
  2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
  3. any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
3. The price of the Goods excludes VAT and any other duties or taxes where applicable will be added to all invoices at the rate ruling at the date of despatch.
4. The costs and charges of packaging, insurance and transport of the Goods shall be free to addresses in the United Kingdom unless otherwise agreed. The costs and charges of packaging, insurance and transport of the Goods to addresses outside of the United Kingdom are subject to the Incoterms rules and the terms of our third party fleet and shall be agreed separately and invoiced to the Customer.
5. Credit card payments are subject to a surcharge.
6. Payment shall either be made in full in advance of despatch of the Goods or the Goods shall be accepted by BACS payment or cheque on delivery, unless the Customer has a credit account with the Customer. If the Customer has a credit account with the Supplier, the Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
7. The Customer shall pay each invoice submitted by the Supplier:
  1. within 7 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
  2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and

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

1. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.8 will accrue each day in accordance with The Late Payment of Commercial Debts (Interest) Act 1998. The Supplier reserves the right at the Supplier’s discretion to refuse to establish a credit account for any Customer, to refuse credit to any Customer notwithstanding that a credit account may already have been established, and to withdraw credit account facilities without prejudice to the Supplier’s rights.
2. If the Customer has a credit account with the Supplier, the credit limit as determined from time to time by the Supplier shall not be exceeded without the written consent of the Supplier’s authorised representative. Credit terms may be withdrawn at the discretion of the Supplier.
3. 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).

Limitation of liability
1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation;
  3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
  4. defective products under the Consumer Protection Act 1987.
2. Subject to clause 9.1, the Supplier’s total liability to the Customer shall not exceed the value of the defective Goods.
3. Subject to clause 9.1, the following types of loss are wholly excluded:
  1. loss of profits;
  2. loss of sales or business;
  3. loss of agreements or contracts;
  4. loss of anticipated savings;
  5. loss of use or corruption of software, data or information;
  6. loss of or damage to goodwill; and
  7. indirect or consequential loss.
4. This clause 9 shall survive termination of the Contract.

Termination
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:
  1. the Customer fails to pay any amount due under the Contract on the due date for payment or commits a material breach of any term of the Contract;
  2. 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), obtaining a moratorium, 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;
  3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
  4. the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
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 10.1.1 to clause 10.1.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them.
3. 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 and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
4. 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.
5. 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.

DEFAULT

The Customer shall fully and effectively indemnify the Supply against the total expense to the Supplier arising out of the Customer’s breach or breaches of these conditions of sale. Such expense shall include (without limitation) (1) all expenses incurred by the Supplier in sourcing and building the goods (2) all court fees (3) all amounts payable to the Supplier’s professional advisers (payable on an indemnity basis) in pursuing claims against the Customer for breach or breaches of these conditions of sale and for enforcing any judgement/s and/or order/s (4) all amounts payable to the Supplier’s insurers and/or debt recovery agents, in each case including anticipated sums payable by the Supplier only after payment of any sums from the Customer.

Force majeure

The Supplier shall (1) in any event not be liable for loss or damage and (2) be entitled to cancel or rescind the contract if the performance of its obligations under the contract is in any way adversely affected by any cause whatsoever beyond the Supplier’s control including (but not limited to) the delays or default of any sub-contractor, war, strike, lock-out, trade disputes, flood, accident to plant or machinery, shortage of materials or labour.

General
1. The Supplier may assign its rights and obligations. The Buyer may not assign its rights and obligations.
2. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
3. The Supplier’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Supplier in writing. In entering into the Contract, the Customer acknowledges that it does not rely on, and irrevocably waives any claim it may have for damages for or right to rescind the Contract for any such representations which are not so confirmed (unless such representations were fraudulently made).
4. Any advice or recommendation given by the Supplier or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Supplier is followed or acted upon entirely at the Customer’s own risk and, accordingly, the Supplier shall not be liable for any such advice or recommendation which is not so confirmed.
5. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
6. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
7. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
8. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 13.8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
9. 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.
10. 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 the Contract or its subject matter or formation.

P&B (Foods) Europe B.V. Terms Of Trading