Customers Terms & Conditions

1. The Conditions contained in this Clause shall apply to all and any contracts pursuant to which the Circle Foods Limited (“Purchaser”) shall purchase any meat or other goods or products or any services:
1.1 Interpretation In these Conditions:- ‘Purchaser’ means Circle Foods Limited ‘Conditions’ means the standard terms and conditions of purchase set out in this document ‘Contract’ means the contract for the sale and purchase of the Goods and / or the supply and acquisition of the Services ‘Goods’ means the meat or other goods or products (including any instalment of the goods or any part of them) which are to be purchased by the Purchaser from the supplier means the price of the Goods and/or the charge for the Services ‘Price’ means the work or services to be performed by the Supplier for the Purchaser ‘Supplier’ means the person, firm or company who sells or agrees to sell any Goods to the Purchaser and/or who performs or agrees to perform any Services for the Purchaser.

1.2 Basis of Purchase
1.2.1 These conditions shall have precedence over any conditions appearing on any acceptance form, delivery form or other document or letters whatsoever and any written or other terms or conditions sought to be imposed or incorporated into the contract by the Supplier shall have no effect whatsoever, except insofar as they confirm the terms of the order.
1.2.2 No variation to these Conditions shall be binding unless agreed in writing by the Purchaser.

1.3 Indemnity Without prejudice to the generality of any of these Conditions, the Supplier will indemnify and keep the Purchaser indemnified in full against all liability, damages, loss, cost and expenses whatsoever ( including legal expenses ) resulting directly or indirectly at any time from:-
1.3.1 the supply of defective, inferior or contaminated Goods or defective Services;
1.3.2 breach of any warranty given by the Supplier in relation to the Goods or Services;
1.3.3 any liability under the Consumer Protection Act 1987 and / or the General Product Safety Regulations 1994 in respect of the Goods;
1.3.4 any act or omission of any of the Supplier’s employees or agents in connection with the performance of any Services.

1.4 Delivery
1.4.1 Unless otherwise agreed in writing, Goods must be consigned ‘carriage paid’.
1.4.2 Unless otherwise agreed by the Purchaser, the time for delivery shall be of the essence and delivery must be made by the date in the order during normal business hours. Should the Supplier fail to deliver the Goods by the time specified, the Purchaser shall be entitled to cancel the order and to buy from other sources and to charge the Supplier with any extra cost incurred.
1.4.3 If the Goods are to be delivered, or the Services are to be performed, by instalments, the Contract will be treated as a single contract and not severable.

1.5 Warranty
1.5.1 The Supplier warrants to the Purchaser that the Goods supplied:-
1.5.1.1 will be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier at the time of ordering the Goods;
1.5.1.2 will be of the nature, quality, substance, quality and quantity described in, and will comply in every respect with the provisions of the Contract;
1.5.1.3 will be free from defects, adulteration or contamination and will not contain any foreign matter; 1.5.1.4 will correspond with any relevant specification or sample;
1.5.1.5 will confirm to any relevant description;
1.5.1.6 will comply with the provisions of the existing legislation ( as amended from time to time ) of either United Kingdom or EU origin and all regulations, directives and other statutory requirements including without limitation, the Food Safety Act 1990 relating to the importation, sales, supply, use, possession, packing, labelling, presentation, marketing or composition of such Goods or any other relevant matters relating thereto.
1.5.2 Without prejudice to any other remedy if any consignment of Goods nor any part thereof is not supplied in accordance with or does not conform in all respects with the Contract, the Purchaser shall be entitled, at its sole option, and whether or not the Purchaser has previously required the Supplier to supply any replacement Goods, to treat the Contract as discharged by the Supplier’s breach and require the repayment of any part of the price thereof which has been paid and the Purchaser shall further be entitled to set-off the price paid for such consignment of the Goods or part thereof (as appropriate ) against the price of any other goods supplied by the Supplier at any time between any member of the Supplier’s Group and any member of the Purchaser’s Group.

1.6 Set-Off
1.6.1 The Purchaser shall be entitled to set-off against the price of any goods or services supplied or provided by the Supplier any sums owed to the Purchaser by the Supplier.
1.6.2 Whenever any sum of money shall be recoverable from or payable by the Purchaser or any holding or subsidiary company of the Purchaser (“the Purchaser’s Group”) to the Supplier or any holding or subsidiary company of the Supplier (“the Supplier’s Group”), the same may be deducted by the Purchaser’s Group from any sum then due or which at any time thereafter may become due to the Purchaser’s Group from the Supplier’s Group and any member of the Purchaser’s Group.

1.7 Price of Goods and Services
1.7.1 The Price of the Goods and/or the Services shall be as stated in the order placed by the Purchaser and , unless otherwise so stated, shall be:-
1.7.1.1 exclusive of any applicable Value Added Tax ( which shall be payable by the Purchaser subject to receipt of a VAT invoice): and
1.7.1.2 inclusive of all charges for packaging, packing, shipping, carriage insurance and delivery of the Goods and any duties, imports or levies other than Value Added Tax.
1.7.2 No increase in the Price may be made ( whether on account of increased material, labour or transport costs, fluctuations in rates of exchange or otherwise) without the prior written consent of the Purchaser.
1.7.3 The Purchaser shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Supplier, whether or not shown on its own terms and conditions of sale.

1.8 Risks and Property
1.8.1 Risk of damage to or loss of the Goods shall pass to the Purchaser upon delivery to the Purchaser in accordance with the Contract.
1.8.2 The Property in the Goods shall pass to the Purchaser upon delivery, unless payment for the goods is made prior to delivery, when it shall pass to the Purchaser once payment has been made and the Goods have been appropriated to the Contract.

1.9 Quality Control Procedures All quality control procedures issued by the Purchaser shall form part of these Conditions. If the quality control procedures are not complied with to the Purchaser’s satisfaction then the Purchaser may terminate the contract or any unfilled part of the Contract at any time without further liability to the Supplier other than to pay for any Goods which the Purchaser has received and which it does not reject pursuant to any provisions of these conditions.

1.10 Inspection and Rejection
1.10.1 The Supplier shall arrange for representatives of the Purchaser to be given access at all reasonable times to the Supplier’s premises where goods are packed, stored or processed for the purpose of inspecting and examining the Goods. Any such inspection or examination shall not absolve the Supplier from responsibility or liability under these Conditions nor imply acceptance of the Goods by the Purchaser.
1.10.2 The Supplier acknowledges that the Goods supplied by it are purchased by the Purchaser for onward sale to third parties and that the Purchaser may be unable to examine all the Goods until after they have been sold and that some defects may not be discovered by the Purchaser until the third party buyer draws them to its attention, or until a latent defect has become apparent.
1.10.3 If it is found within a reasonable time ( bearing in mind the facts mentioned above ) after delivery of any Goods that they or part of them are not in accordance with the Contract then without prejudice to any of the rights and remedies the Purchaser shall have the right to:
1.10.3.1 reject those Goods or any of them and to require the Supplier to refund to the Purchaser the price paid by the Purchaser together with all expenses incurred by the Purchaser in consequence of such rejection
1.10.3.2 treat the Contract and/or any unfilled part of it as wholly repudiated by the Supplier

2. The conditions contained in this Clause 2 shall apply only to Contracts not specified by the Purchaser overleaf as being governed by the International Meat Trade Association’s C.I.F., or the International Meat Trade Association’s Delivered Terms and Conditions:-

2.1 All Contracts to which the Purchaser shall be a party shall be deemed to be English contracts governed by English law and both parties shall submit to the non-exclusive jurisdiction of the English Courts.

2.2 All Goods supplied must be in accordance with the description and the standard specified in the order and be suitable for the purpose (if any) specified. The Purchaser shall, without prejudice to any other remedy it may have, be entitled to reject any consignment received by the Purchaser which does not satisfy this condition, notwithstanding that a prior payment may have been made (e.g. in order to obtain a cash discount). The carriage on any Goods rejected must be borne by the Supplier.