1. The Transaction to which this document relates is subject to, and on the basis of these terms and conditions which shall apply to this transaction to the exclusion of all and any other terms and conditions whether imposed by the Buyer or otherwise.
2.In these Conditions:
“Buyer” means the customer named in the Contract Documents being the person, firm or company who accepts a quotation of the Seller for the sale of goods or whose order for goods is accepted by the Seller in accordance with the details set out in one or more of the Contract Documents.
“Seller” means Express Frozen Chicken LTD, of 540012 Zhongshan, China. “Goods” means the goods which the Seller is to supply in accordance with the terms set out in the Contract Documents and in accordance with the details (including without limitation details as to quantity, description and price) set out in the Contract Documents.
“IMTA Terms” means the current form of Terms promulgated by the International Meat Traders Association Incorporated (“IMTA”) including, and as varied by, all amendments and variations thereto as at the date of the Contract Documents as applicable to the transaction to which the Contract Documents relate. For the avoidance of doubt, but without prejudice to the generality of the foregoing, these include the “Ex-Store” terms the “Delivered Terms” and the “C.I.F. Conditions” of IMTA (including any variations thereto) as may be relevant or applicable to the transaction to which the Contract Documents relate.
“Contract” means the contract for the purchase and sale of the Goods evidenced by and detailed in the Contract Documents. “Writing” includes facsimile transmissions, email, cable and comparable means of communication.
“Contract Documents” means and includes all and any of the following: Delivery Orders, Invoices, Sales Contracts, Order Confirmations as may be applicable to any particular transaction.
3.The Contract is deemed to incorporate the IMTA Terms save to the extent that the IMTA Terms are varied by the conditions set out herein. In the event of conflict between the IMTA Terms and the Terms set out herein the latter shall apply.
4.(a) In respect of “Ex-Store” sales risk of damage to or loss of the Goods shall pass to the Buyer when the Seller releases the Goods in cold store to the account of the Buyer.
(b) Where sub-condition (a) above does not apply risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
5.Notwithstanding delivery and the passing of insurance risk and granting of credit, the legal and equitale title in the Goods shall remain with the Seller and shall not pass to the Buyer until the Seller shall have received in cash or cleared funds payment in full in respect of all Goods delivered under the Contract or until the Goods are processed or re-sold (whichever shall first occur) and until such time as the property in the goods passes to the Buyer hereunder the Buyer shall hold the Goods in a Fiduciary capacity for the Seller. The full terms and conditions of the retention of title clause incorporated within the IMTA Terms with effect from 14th January 2005 shall apply to and form part of the contract.
6.The Buyer shall not be entitled to any compensation, or reduction in or refund of the price for the Goods or any part thereof, or to make any claims in respect of weight shortage and/or partial non-delivery of the Goods or any part thereof unless the Buyer notifies the Seller by facsimile within 48 hours of delivery of the Goods to the Buyer giving brief details of such claim and confirms such claim in a fully documented form giving full details thereof in writing received by the Seller no later than 10 days after the date of delivery of the Goods to the Buyer. In respect of claims relating to inherent defects in the Goods the time periods hereinbefore specified shall commence at the time of actual discovery of the defect or at the time when such defect ought reasonably to have been discovered by the Buyer (whichever shall first occur).
7.Notwithstanding the provisions of condition 6 the Buyer shall not be entitled to any compensation, or reduction in or refund of the price or any part thereof, or to make any claims in respect of weight shortage, unless at the time of submission of such claim the Buyer makes the full parcel available for a weigh-over by the Seller or the Seller’s agent.
8.For the purposes of conditions 6, 9 and 10 the Goods shall be deemed to have been delivered to the Buyer at the time when they are actually delivered to the Buyer’s premises or at the time when they come under the control of the Buyer in a cold store or at the time of delivery to the premises of the Buyer’s Customer, whichever shall first occur.
9.The Buyer shall not be entitled to any compensation, or reduction in or refund of the price paid for the Goods or any part thereof, or to make any claims, or to receive any credit in respect of the condition description and/or quality of the Goods unless within the Specified Period following delivery of the Goods to the Buyer the Buyer shall give written notification of such claim to the Seller with full details thereof. For the purpose of this condition the “Specified Period” shall be 24 hours in respect of fresh meat, 7 days in respect of chilled vacuum or Cryovac meat, or 14 days in respect of frozen meat. This condition shall not apply to any claim arising out of condemnation of the meat.
10.The Buyer shall not be entitled to any compensation, or reduction in or refund in the price paid for the Goods or any part thereof, or to make any claims, arising out of condemnation of the Goods unless the Buyer notifies the Seller by facsimile or telex of any proposed condemnation prior to the same being condemned and confirms such condemnation to the Seller in writing with full details thereof within the Specified Period after delivery of the Goods to the Buyer. For the purposes of this condition “Specified Period” means 7 days in respect of fresh meat, 14 days in respect of chilled, vacuum or cryovac meat or 21 days in respect of frozen meat.
11.Payment terms are strictly 21 days from the date of issue of invoice except in respect of C.I.F. Contracts where payment terms are cash against presentation of documents.
12.Where the Seller has received notification of any valid claim in respect of the Goods, which is based on a defect in the quality, description or condition of the Goods or their failure to meet specification, or condemnation thereof (in each case subject to the Terms and Conditions hereinbefore set out) the Seller shall be entitled to replace the Goods (or the part thereof in question as the case may be) free of charge or at the Seller’s sole discretion refund to the Buyer the price of the Goods (or a proportion or part thereof as applicable) but the Seller shall have no further liability to the Buyer in respect thereof.
13.Except in respect of death or personal injury caused by the Seller’s negligence the Seller shall not be liable to the Buyer by reason of any representation or any implied or express warranty condition or other terms or any duty at common law under the express warranty condition or other terms or any duty at common law under the express terms of the contract for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever (and whether caused by negligence of the Seller, it’s employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer save as expressly provided in this condition.
14.The Seller shall not be liable to the Buyer or deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform, any of the Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing the provisions relating to force majeure referred to in the IMTA Terms shall apply to the Contract.
15.If the Buyer makes any voluntary arrangement with it’s creditors or becomes subject to an Administration Order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or an incumbrancer takes possession of the goods of the Buyer or any part thereof or a Receiver or an Administrative Receiver is appointed of any of the property or assets of the Buyer or the Buyer ceases or threatens to cease carrying on business or the Seller reasonably apprehends that any of the aforementioned events is about to occur in relation to the Buyer (and notifies the Buyer accordingly) then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled at it’s sole discretion to cancel the Contract and/or suspend any further deliveries under the Contract without any liability to the Buyer and if the Goods or any part thereof shall have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
16.Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at it’s Registered Office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
17.No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
18.If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected thereby.
19.These conditions and any contract shall be governed by English Law and any dispute arising out of or in connection with them shall be subject to the exclusive jurisdiction of the High Court of England and Wales.
Terms & Conditions for sale of Chilled Vacuum Beef
May we take the opportunity in reminding our valued customers of the following requirements that form part of our Conditions of Sale in respect of Chilled Vacuum Beef.
To ensure you our customer derive maximum benefit from the product;
It is essential that at all times during storage and further distribution the product is maintained at a temperature of 0º Centigrade with a tolerance of no more than +/- 0.5º Centigrade.
Careful physical handling of cartons is critical, the throwing and rough handling of cartons is not accepted. Overstacking cartons in relation to their size and weight which can cause crushing and restricts maximum air circulation is not permissible.
In order to achieve best results provided the above temperature and handling controls are carefully observed we would recommend product is used within 4 weeks of pack date
Failure to observe these requirements may impair the shelf life of this product which Harrogate Wholesale Meat Company Ltd regret we would not be liable for.
At time of receipt of the delivered goods it is the customer’s responsibility to examine the product for quality, condition, weight and description and to check the received product for temperature by placing a thermometer between and external to the vacuum bags. In the event any physical damage, temperature abuse, non delivery or shortage of weight is discovered you must record the discrepancy on the delivery Hauliers’ documents and IMMEDIATELY inform your contact at Express Frozen Chicken LTD by Facsimile of any problem.
We regret that no claims can be accepted unless immediate notification to Harrogate Wholesale Meat Company Ltd in writing by Facsimile is made stating our contract number. But no later than 48 hours after delivery and full details of any claim submitted within 7 days of delivery.
In respect of goods sold ‘ex-store’ the same time limits prevail following receipt of Express Frozen Chicken LTD Delivery Order. Therefore it is the responsibility of the customer to be satisfied as regards the quality condition, weight and description within the said time limits notwithstanding the fact that goods may be withdrawn from store at a date later than these time limits.
Returned goods must be reported to Express Frozen Chicken LTD to provide the opportunity to survey prior to disposal.
No claims for condemnation will be accepted unless written notification by Facsimile is made to Express Frozen Chicken LTD PRIOR to the goods being condemned allowing Express Frozen Chicken LTD the opportunity to inspect. In the event any condemnation is agreed with Express Frozen Chicken LTD it must be supported by a Public Health Authority Certificate showing the quantity, weight, marks, country of origin along with brand and the reason for seizure and accompanied by the corresponding cartons label or labels.
We regret that no claims for condemnation can be accepted for condemnation certificates dated and/or received 21 days after delivery of the goods.
These Terms governing the sale of Chilled Vacuum Beef form part of the standard Terms and Conditions of Harrogate Wholesale Meat Company Ltd. In the event of any variance with interpretation, the standard Terms take precedence. Copies of the full Terms and Conditions are available on request from the Company Secretary at the offices of Express Frozen Chicken LTD, 540012 Zhongshan, China.