TruNet Packaging Services T/A Butchers Sundries ("The Seller") Terms and Conditions of Sale
CONDITIONS OF SALE OF GOODS
1 Defined Terms
Associate has the meaning set out in the Insolvency Act 1986 and in these Conditions the two companies named in the definition of Seller will be deemed to be Associates; Buyer means the party who purchases Goods from Seller; Contract means the contract for the purchase/sale of Goods made between Seller and Buyer which will incorporate these Conditions and any special conditions agreed in writing between Seller and Buyer; Goods means the goods specified in Contract; and Seller means the party who supplies Goods to Buyer being either (a) Trunature Holdings Limited (Reg. No. 6298550) or (b) Trunet Packaging Services Limited (Reg. No. 5663885) as the case may be.
2 Basis of Sale, Order and Specification
2.1 Seller will sell and Buyer will purchase Goods in accordance with any written quotation of Seller which is accepted by Buyer or any written order of Buyer which is accepted in writing by Seller subject in each case to these Conditions which will govern Contract to the exclusion of and in priority to any other terms and conditions.
2.2 The quantity, quality, description and specification of Goods will be set out in Contract. Seller reserves the right to make any changes in the specification of Goods which is required to conform to any applicable safety or other statutory requirements.
2.3 Goods are offered for sale subject to availability at the time of Contract being entered into and Seller will have no liability whatsoever to Buyer if Goods are unavailable.
2.4 If Goods are to be sourced or produced by Seller, or any process is to be applied to Goods by Seller, in accordance with Buyer's specification, Buyer will indemnify Seller in full against all loss, costs, damages, charges and expenses (together Loss) incurred by Seller or for which Seller may be liable in connection with Seller's use of Buyer's specification.
2.5 Seller's employees or agents are not authorised to make any representations concerning Goods unless confirmed by Seller in writing. In entering into any Contract, Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.1 Delivery of Goods will, unless otherwise specified in Contract, be by Seller delivering or arranging delivery of Goods to Buyer's specified delivery address. Buyer will ensure the suitability for access of Seller's vehicles and Buyer will provide manpower and facilities to promptly unload Goods. If Contract specifies that Buyer is to collect Goods, Buyer will collect or arrange collection of Goods at Seller's premises forthwith after Seller has notified Buyer that Goods are ready for collection, have sole responsibility for loading Goods and will indemnify Seller for any Loss arising therefrom.
3.2 Any times/dates given for delivery or collection of Goods are approximate only and Seller will not be liable for any delay in delivering Goods/making Goods available for collection howsoever caused and Buyer may not cancel Contract by reason thereof. Time and date for delivery/collection of Goods will not be of the essence unless Contract provides otherwise. Goods may be delivered/made available for collection by Seller in advance of the intended delivery/collection time and date upon giving reasonable notice to Buyer.
3.3 Goods may be supplied in instalments. Failure by Seller to supply any one or more of the instalments or any claim by Buyer in respect of any one or more instalments will not entitle Buyer to treat Contract as a whole as repudiated.
3.4 If Buyer fails to collect Goods/take delivery of Goods (or fails to give Seller adequate delivery instructions at the time stated for delivery) otherwise than by reason of any cause beyond Buyer's reasonable control or by reason of Seller's fault, Buyer will nevertheless remain liable to pay the full price for such Goods (and clause 4 will apply).
3.5 Seller will not be liable to Buyer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of Seller's obligations in relation to Goods, if the delay or failure was due to any cause beyond Seller's reasonable control or Buyer's fault. If Seller fails to supply Goods for any reason other than any cause beyond Seller's reasonable control or Buyer's fault, and Seller is accordingly liable to Buyer, Seller's liability will (in addition to any other limits or any exclusions of liability in these Conditions) be limited to the excess (if any) over the price of Goods of the cost to Buyer (in the cheapest available market) of similar goods to replace those not delivered.
4. Buyer Default
In the event of cancellation of any Contract by Buyer, or deferral of delivery by Buyer, Seller may store Goods until Buyer collects Goods/accepts delivery of Goods and charge Buyer for the reasonable costs (including, without limitation, insurance) of storage and/or sell Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) offset such amount against any amount then due by Buyer to Seller, and charge Buyer for difference between the price under Contract and the re-sale price. Buyer will indemnify Seller in full against all Loss incurred by Seller as a consequence of the matter which resulted in this clause applying).
5 Price and Payment
5.1 Sellers' price list is for guidance only and may be varied by Seller without notice at any time prior to the entering into of Contract. The price of Goods will be as stated in Contract save that Seller reserves the right, by giving notice to Buyer at any time before delivery/collection, to vary the price of Goods to reflect any increase in the cost to Seller which is due to any factor beyond the control of Seller (including, without limitation, transportation or raw material costs, or where new, additional, or increased taxes, tariffs or duties are levied by any competent authority), or which is caused by any instructions of Buyer or failure of Buyer to give Seller adequate instructions.
5.2 Unless otherwise stated, the price is exclusive of VAT which will be added to the price at the applicable rate and, where Seller agrees to deliver Goods, Buyer will be liable to pay Seller's charges for transport, packaging and insurance.
5.3 Unless credit terms have been agreed between Seller and Buyer in writing, Goods will be invoiced and paid for in full prior to delivery/collection. Where credit terms have been agreed, Buyer will pay for Goods in accordance with such credit terms and Seller will be entitled to invoice Buyer for the price of Goods on or at any time after despatch of Goods (even where Buyer wrongfully fails to take delivery of Goods) or, where Goods are to be collected, at any time after Seller has notified Buyer that Goods are ready for collection. Credit terms may be revised or revoked at any time by Seller.
5.4 Buyer will pay for Goods without set-off, compensation or deduction.
5.5 Time of payment of the price is of the essence. If Buyer fails to make payment in full of any invoice by the due date then, without prejudice to any other right or remedy available, Seller will be entitled to cancel Contract or suspend any further supplies of Goods to Buyer and charge Buyer interest on the amount unpaid, at the rate which is the higher of 1% per month or any higher rate permitted by statute from time to time.
6 Risk and Property
6.1 Risk of damage to or loss of Goods will pass to Buyer in the case of Goods to be collected at Seller's premises, when Seller notifies Buyer that Goods are available for collection; or in the case of Goods to be delivered, when delivered (or, if Buyer wrongfully fails to take delivery of Goods, when Seller tenders delivery).
6.2 Notwithstanding delivery and the passing of risk in Goods, or any other provision of these Conditions, property in Goods will not pass to Buyer until Buyer has paid in full (in cash or cleared funds) (a) the price of Goods to Seller, and (b) all other sums owed by Buyer to Seller or any Associate at such time.
6.3 Until such time as property in Goods passes to Buyer, Buyer will hold Goods as Seller's agent and trustee and will keep Goods separate from those of Buyer and third parties and properly stored, protected and insured and identified as Seller's property. Buyer will be entitled to resell or use Goods in the ordinary course of its business, but will account to Seller for the proceeds of sale or otherwise of Goods, whether tangible or intangible, including, without limitation, Insurance proceeds, and will keep all such proceeds separate from any moneys or property of Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
6.4 Until property in Goods passes to Buyer, Seller will be entitled at any time to require Buyer to deliver Goods to Seller at Buyer's expense or enter upon premises of Buyer or any third party where Goods are stored and repossess Goods.
6.5 Buyer will not be entitled to pledge or in any way charge by way of security for any indebtedness any of Goods which remain the property of Seller, but if Buyer does so all sums owing by Buyer to Seller will forthwith become due and payable.
6.6 Seller will have a lien over any Goods or other assets of Buyer in its lawful possession in respect of sums owing from Buyer to Seller or any Associate.
7.1 Seller warrants that Goods will comply with their specification and be free from material defect at the point of delivery/collection. Seller gives no other warranty including, without limitation, that Goods are tested or sold as fit for any particular purpose or as conforming to any general or particular standards, and all such warranties, representations and undertakings implied by law are excluded to the maximum extent possible including, without limitation, those implied by s13 - 15 of the Sale of Goods Act 1979 as amended.
7.2 Buyer will be responsible, at its expense, for inspecting the Goods upon delivery or collection. Any claim by Buyer which is based on any defect in the quality or condition of Goods or their failure to correspond with any specification requires to be notified to Seller within 72 hours from the date of delivery/collection with supporting documentation where relevant or, where such defect/failure was not apparent on reasonable inspection, within 72 hours after discovery of such defect/failure. Where
Buyer validly notifies any such defect/failure, Seller will be entitled at its sole discretion to refund to Buyer the price of Goods (or a proportionate part of the price) if the price of Goods has been paid or repair or replace Goods (or the part in question) free
of charge but Seller will have no further liability to Buyer in damages or otherwise
7.3 Except to the extent implied by law which cannot be excluded, Seller will not be liable to Buyer for any indirect/consequential loss including, without limitation, financial loss, loss of profits, production, anticipated savings or income. Buyer should insure against all such indirect/consequential losses.
7.4 Seller's maximum liability in damages to Buyer will in no event exceed the replacement value of the Goods the subject of the Contract.
7.5 Where any supplier validly excludes or limits its liability to Seller in respect of Goods the liability of Seller to Buyer will be correspondingly excluded or limited.
7.6 Nothing in these Conditions will limit the liability of Seller for death or personal injury caused by Seller's negligence, or for Seller's fraudulent misrepresentation.
Seller will be entitled to terminate Contract or suspend any further deliveries of Goods in the event that Buyer is in material breach of contract or suffers an Insolvency Event. Upon termination/suspension any sum due by Buyer to Seller will become immediately due and payable and, without prejudice to any other right or remedy available to Seller, Seller will be entitled to require Buyer to deliver up Goods to Seller at Buyer’s expense or to enter upon any premises of Buyer or any third party where Goods are stored and repossess Goods where any sum remains outstanding by Buyer to Seller. Insolvency Event means any of the following: Buyer making any voluntary arrangement with its creditors or (being an individual or firm) becoming bankrupt or (being a company) going into liquidation; a security holder taking possession of, or a receiver or administrator is appointed over, any of the property or assets of Buyer; Buyer ceasing or threatening to cease to carry on business; or Seller reasonably apprehending that any of such events is likely to occur in relation to Buyer.
9 Additional Export Terms and General
9.1 Where Goods are supplied for export from the UK, Goods will be delivered ex works Seller’s premises (as that term is defined in the “Incoterms” in force at the date when Contract is made). Buyer will be responsible for complying with any legislation or regulations governing the importation of Goods into the country of destination and for the payment of any duties.
9.2 No amendment, variation of, or addition to these Conditions may be made except in writing signed by a duly authorised representative of Seller and Buyer and any such amendments, variations or additions to these Conditions will be invalid and unenforceable.
9.3 To the extent any clause of these Conditions becomes or is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other clauses of these Conditions will not be affected thereby.
9.4 No Contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as Buyer or Seller.
9.5 These Conditions will be governed by the laws of England and Seller and Buyer submit to the exclusive jurisdiction of the English Courts.
Insolvency Event means any of the following: Buyer making any voluntary arrangement with its creditors or (being an individual or firm) becoming bankrupt or (being a company) going into liquidation; a security holder taking possession of, or a receiver or administrator is appointed over, any of the property or assets of Buyer; Buyer ceasing or threatening to cease to carry on business; or Seller reasonably apprehending that any of such events is likely to occur in relation to Buyer.
10. Returns Procedure:
If you have an issue with any of our products please do not hesitate to contact us at firstname.lastname@example.org or call us on 0845 5195767 As with all online suppliers purchases from www.butchers-sundries.com are covered by the distance selling regulations, this gives consumer buyers the right to cancel a purchase within 7 days after they receive an item.
This guarantee means that if for any reason you are unhappy with your purchase, you can return it to us in its original condition within the stated 7 days of the date you received the item.
If we sent by courier Please contact us by e-mail us at email@example.com and we will arrange for the goods to be collected. On receipt of the returned goods we will refund your credit card or other chosen method of payment.
Our policy is to accept the return of opened items only if they are faulty. You can cancel an order or the remaining portion of an order by e-mailing us at firstname.lastname@example.org or calling us on 0845 519 5767 before noon on the day of shipping.
£5 is automatically charged for each return and a 5% restocking fee.