Suppliers Terms and Conditions

  1. Preliminary

West Country Premium Venison Ltd and their subsidiaries (“the Company”) and the person, firm or Company (“the Customer”) with whom the sale and purchase of any Goods is agreed (“the Goods”) in any contract (“the Contract”) to be supplied to the Customer by the Company shall be subject to and upon these Conditions.

  1. Entire Agreement

These Conditions and the documents referred to in them constitute the entire agreement between the Company and the Customer and supersedes any previous agreement between them, including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document. No terms and conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other documents shall form part of the Contract except to the extent that the Company otherwise agrees in writing.

  1. Application of these Conditions

Each order by the Customer is accepted by the Company on the basis that these Conditions shall apply to the Contract between them for the supply of the Goods detailed in the order.

3.1  Each order by the Customer to the Company shall be an offer to purchase the Goods subject to the Contract including these conditions.

3.2 If the Company is unable to accept an order, it shall notify the Customer (in writing) as soon as reasonably practical. The offer constituted by an order shall remain in effect and capable of being accepted by the Company for 7 business days from the date on which the Customer submitted the order, after which it shall automatically lapse and be withdrawn.

3.3 The Company may accept or reject an order at its discretion. An order shall not be accepted, and no binding obligations to supply any Goods shall arise, until the earlier of the Company’s written acceptance of the order or the Company despatching the Goods or notifying the Customer that they are available for collection (as the case may be).

3.4 Rejection by the Company of an order, including any communication that may accompany such rejection, shall not constitute a counteroffer capable of acceptance by the Customer.

3.5 Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Contract.

  1. Delivery and Risk

4.1   Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be of the essence. The Company shall endeavour to keep to any stated dispatch or delivery date, and shall use its own drivers, approved couriers or make other such arrangements as the Company sees fit for the delivery of the Goods to the Customer.

4.2  If any order for Goods is to be delivered by several instalments, each such instalment shall be treated as a separate and identifiable contract and shall be invoiced and paid in accordance with the provisions of these Terms. The Company shall be entitled to suspend or cancel delivery whilst payment is overdue in respect of any previous instalment or under any other contract with the Customer, without prejudice to the exercise of any other rights hereunder or under any other such contract.

4.3  All risks, whether insurable or otherwise, relating to the Goods shall pass to the Customer upon the Goods being left at the Customers premises irrespective of whether or not the costs of transportation of the Goods is payable by the Customer.

4.4  If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because of a lack of instructions from the Customer or force majeure the risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company’s negligence) and the Goods shall be deemed to have been delivered.

4.5 Property in Goods

The Customer shall not remove any mark on the Goods that identifies them as the Company’s product.

Until the Company has been paid in full by the Customer for Goods supplied, such Goods remain the property of the Company although the risk therein passes to the Customer at the time of delivery, and the Customer shall indemnify the Company against any loss or deterioration thereof or damage thereto, and without prejudice to any other remedies, the Company may repossess those Goods at any time from the Customer, and for that purpose the Company, its agents and servants may enter any premises upon which the Goods are situated or the Customer shall deliver the items back to the Company at the Customer’s expense. In the event of the Customer reselling any Goods delivered to it by the Company before the Company has been paid in full, such part of the proceeds of such resale as are equivalent to the price at which the Goods were invoiced to the Customer by the Company shall be held by the Customer on trust for the and shall be placed by the Customer in a separate account so as to be identifiable as being in the beneficial ownership of the Company the fact that property in the Goods remains the Company’s until the price has been paid in full shall not prevent the Company from maintaining an action against the Customer for the price of the Goods.

  1. Price

Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company’s price list published on the date of delivery. The Company reserves the right to alter its price as well as the specifications, types or quality of the Goods at any time.

  • The price for the Goods shall be exclusive of any value added
  • The price is inclusive of packaging, delivery and insurance.
  • Prices may be increased from time to time by giving 15 days notice in writing.
  • Prices may be increased with immediate effect by written notice to the Customer where there is an increase in direct cost to the Company in supplying the relevant Goods, greater than 10% and which is due to a factor beyond the Company’s control.
  1. Payment
    • Payment of the price of the Goods is due at ordering, together with VAT were applicable at the appropriate rate, unless the Customer has an approved credit account expressly agreed in writing with the Company. Where sums due are not paid in full by the due date, the Company may, without limiting your other rights, charge interest on such sums at 4% year above the base rate of HSBC from time to time in force and interest shall accrue on a daily basis and apply from the due date for payment until payment has been made in full, whether before or after judgment.
    • The Company may accept payment from a third party. Payments received by reference to a specified invoice shall be treated as payment on behalf of the Customer who is named on the invoice in respect of which that payment is tendered. In the case of a payment received without reference to a specified invoice it shall be treated as payment on behalf of the Customer named on the account to which payment is
    • The Company reserves the right at any time in its absolute discretion to revoke or vary any credit extended to the The Company has the right to withhold any future supplies if the Customer exceeds such limit or in the event that credit limit is removed.

6.4 The Company shall provide a receipt for all payments received in cash stating the amount received, the date on which it was received and the Customer on whose behalf such payment was received.

6.5 Payment is accepted by only the following methods: BACs (see invoice for details), Card payment over the phone, online card payment (see invoice for details)

6.6 You may apply for a trade account, providing suitable references on our standard application form. Trade accounts can be withdrawn at any time at the sole discretion of the Company for any reason whatsoever, by way of example reasons to remove credit are, but not limited to:

  1. Regular late payments,
  2. Bounced cheques, not using the facility for 4 months,
  3. Sale of business, in whole or in part or any business restructuring
  4. Exceeding your credit limit.

Should an account be withdrawn, a new account can be requested again, provided once again suitable trade references are obtained.

(i) Should you wish to clear your trade account by Credit Card, a 1.1% cost recovery will be applied. Payments by other methods will not attract handling charges.

(i) Trade accounts are not transferable, and on the sale of the business all monies become immediately payable.

 

 

  1. Set-Off

The Company shall be entitled at any time whatsoever, without notice to the Customer, to set-off any amounts due on any accounts whatsoever owed to the Company by the Customer against any amounts due on any accounts whatsoever owed to the Customer by the Company. The Customer shall pay all sums it owes to the Company under the contract and without set-off, counter claim, deduction or withholding of any kind save as may be required by law.

  1. Defective Goods

8.1 The Company warrants that upon delivery the Goods shall confirm in all material aspects to the order placed by the Customer, but gives no other warranty whatsoever, nor shall such a warranty be implied. The  Customer should inspect the Goods as soon as possible after they are delivered and take care to protect them from deterioration whilst awaiting use.

  • The foregoing warranty does not extend to any Goods which have been accidentally damaged or which have been neglected or used in any way so as to adversely affect their quality or use under normal conditions.
  • Notwithstanding that samples of the Goods have been exhibited to and inspected by the Customer it is hereby agreed and declared that such samples were so exhibited and inspected solely to enable the Customer to judge the quality of the bulk and not so as to constitute a sale by sample under this
  • The Company shall, at its discretion, either replace defective Goods or give credit for such Goods in a sum not exceeding their invoice value should they prove defective upon delivery, provided that the Customer notifies the Company of any claim immediately following its inspection of the Goods, and returns the defective Goods to the Company for inspection within 6 hours of delivery. Such notification must also be confirmed in writing and received by the Company, in letter or fax form, within 24 hours of delivery. In the absence of such confirmation the Goods shall be deemed to have been accepted. A complaint in respect of alleged defective Goods shall not be grounds for withholding payment by the Customer of the Customer’s account and shall not give any right of set off against payment due from the Customer to the
  • The Customer must preserve whatever rights of action it may have against third parties in respect of such loss, defects or damages to the
  • In the event of there being any dispute as to whether or not the Goods are defective at the time of delivery the Company shall be entitled to test the Goods at the Company’s sole discretion but the Company shall not be responsible for any loss occurring or for any damage to the Goods occasioned by such
  • The Company is not liable for:

a)any failure of the Goods to comply with the warranties set out in sub-clause 1 where such failure arises by the reason of wear and tear, wilful damage, negligence or could be expected to arise in the normal course of use of the Goods;

  1. b) to the extent caused by the Customer’s failure to comply with the Company’s instructions in relation to the Goods including instructions on storage, temperature control and use by dates.
  2. c) to the extent caused by the Company following any instructions or requirements given by the Customer in relation to the Goods.
  3. d) where the Customer uses any of the Goods after notifying the Company that they do not comply with the sub-clause 1

8.8 Except as set out in this clause, the Company gives no warranties and makes no representations in relation to the Goods and shall have no liability to the failure to comply with the warranty in sub clause 8.1 and all warranties and condition (including the conditions implied by SS13/15 of the Sale of Goods Act 1979) whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

  1. Limitation of Liability
    • No provision of these Conditions shall operate or be construed to operate so as to exclude or restrict the Company’s liability other than to the extent permitted under the provisions of any UK legislation in force from time to
    • The Company accepts no liability for any costs, expenses, loss or damage, including any loss (including consequential loss) or damage whether direct or indirect save as provided in these Conditions, and provided that nothing in these Conditions shall restrict or exclude liability for death or personal injury caused by the Company’s negligence or affect the statutory rights of any person dealing as a person.
    • Save as otherwise required by UK legislation, the Company’s total liability for any loss, damages, costs or expenses shall not exceed an amount equal to the invoice value for the
    • The Company will not be liable to consequential, indirect or special losses.
    • The Company shall not be liable for the following (whether direct or indirect):
    • Loss of profit
    • Loss of data
    • Loss of use
    • Loss of production
    • Loss of contract
    • Loss of opportunity
    • Loss of savings, discount or rebate (whether actual or anticipated)
    • Harm to reputation or loss of goodwill.
  • Suspension or Termination on Breach
    • The Company may terminate the Contract at any time by giving notice to the Customer if:
    • the Customer commits a material breach of the Contract and such breach is not remediable;
    • the Customer commits a material breach of the Contract which is not remedied within 14 business days of receiving notice of such breach; or
    • the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 30 days after the date that the Company has given notification to the customer that payment is overdue.

10.2 The Company may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:

stops carrying on all or a significant part of its business or indicates in any way that it intends to do so;

  • is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Company reasonably believes that to be the case;
  • becomes the subject of company voluntary arrangement under the Insolvency Act 1986;
  • has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking assets or income;
  • has a resolution passed for its winding up;
  • has petition presented to any corporate winding up or an application is made for an administration order, or any winding up or administration order is made against it;
  • is subject to any procedure for the taking of control of Goods that is not withdrawn or discharged within seven days of that procedure being commenced;
  • has a freezing order made against it;
  • is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;
  • is subject to any events or circumstances analogous as set out in this clause 10.2, in any jurisdiction;
  • takes any steps in anticipation of or has no realistic prospect of avoiding, any events or procedures described above including giving notice for the convening of any meeting with creditors, issuing an application at Court or filing a notice at Court, receiving a demand for payment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into the insolvency process.

 

The above provisions shall apply in relation to individuals in relation to any voluntary arrangement or bankruptcy procedures instigated against them and the above shall be construed accordingly in respect of that individual or in respect of any person operating in partnership.

10.3 If the Customer becomes aware that any event has occurred or circumstance exists that may entitle the Company to terminate the contract under this clause then the customer shall notify the Company in writing.

10.4 The Company has the right to terminate the contract should the Customer have a change of control, sells any part or whole of its business or undertakes any restructuring.

  • Force Majeure

The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, 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 in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 7 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.

  • Notices

Any notice to be served on the Company shall not be validly served unless it is sent by prepaid registered post to the Company’s registered address – Trefrank Farm, St Clether, Launceston, Cornwall, PL15 8QN

  • General
    • These Conditions shall apply to any contract between the Company and the Customer for the supply of the Goods detailed herein, excluding all other terms and conditions, including any terms and conditions which you may purport to
    • No failure to exercise or delay in exercising any right, power or remedy under these Conditions will operate as a waiver of that right, power or remedy. Any waiver of a breach of any terms of these Conditions does not constitute a waiver of any other breach and shall not affect the other terms of these
    • The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
    • The laws of England shall govern the validity, construction and performance of this contract and you agree to submit to the non-exclusive jurisdiction of the English Court.

14 Other Provisions

14.1   Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.

14.2 No variation of the Contract shall be valid or effective unless it is in writing or refers to the Contract and these Terms and Conditions and is duly signed or executed by, or on behalf, of each party

14.3 No failure, delay or omission by the Company in exercising any right, power or remedy provided by law or under this Contract shall operate as a waiver of that right, power or remedy nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

14.4 If any provision in the Contract or any part or provision is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected

14.5 If any provision of the Contract (or any part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid if some part of it was deleted or modified, the provision or part provision in question shall apply with minimum such deletion or modification as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.