1. The conditions contained in this clause shall apply to all contracts pursuant to which Famiglia Castagnetta (UK) Ltd (Supplier) shall sell any meat or other products or goods or provide any services; 

(1) General – These conditions shall have precedence over any conditions appearing on any acceptance form, delivery form or any other document or letter whatsoever and any written or other terms or conditions sought to be imposed or incorporated by the other party to this contract (the purchaser) shall have no effect whatsoever except insofar as they confirm the terms of this contract 

(2) Alteration – No alteration, amendment, addition or deletion to this contract shall be made without the suppliers prior written agreement 

(3) Warranty – The goods which are the subject of this contract are warranted at the time of delivery to be of the nature, substance, quality and quantity described (except that quantity and/or weight are subject to a tolerance margin of 5%) and to conform with the requirements of the Food Safety Act 1990 and all regulations now in force and applicable to such goods 

(4) Storage – It is a material condition of this contract that the Purchaser at all times after delivery or shipment shall ensure that the goods are stored at a maximum of 2 degrees C for chilled fresh goods and minus 18 degrees C for frozen goods 

(5) Title: 

(a) Notwithstanding delivery and the passing of risk and granting of credit, the legal and equitable title in goods delivered shall remain with the supplier and shall not pass to the purchaser until the Supplier 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 delivered passes to the purchaser hereunder the purchaser shall hold them in a fiduciary capacity for the supplier. 

(b) Until such time as the legal and equitable title in the goods delivered passes to the purchaser: 

  1. The Purchaser shall keep the goods delivered in such condition and stored andlabelledin such a manner as to make them clearly identifiable as the suppliers property 
  2. The Purchaser shall be entitled to process or use the goods delivered in the ordinary course of its business but shall account to the supplier for such proportionate amount of the proceeds of re-sale of the goods as delivered or processed (including proceeds (if any) of insurance claims on loss, damage or destruction) as is equivalent to the sale price (or proportionate amount thereof due to the supplier and shall hold such proceeds on trust for the supplier and not mix the same with other monies and in the case of tangible proceeds keep them properly stored, protected and insured
  3. At any time until the goods delivered have been paid for and without prejudice to any other remedies available to the supplier, the supplier or its agents shall be entitled immediately after giving notice of its intention to do so to enter upon the premises of the purchaser with such transport as may be necessary and re-possessany goods to which it has hereunder
  4. If requested so to do by the supplier, the purchaser shall assign to the supplier any right or claim of the purchaser over or against any third party in respect of the goods delivered
  5. Nothing in this Clause shall confer the right on the purchaser to return the goods delivered under the contract or to refuse or delay payment therefore, unless otherwise agreed in writing.

(6) Risk – Notwithstanding the foregoing, the goods shall be at the risk of the purchaser from the time of delivery and it shall be under a duty to insure accordingly 

(7) Price –  

(a) The price of the goods shall be the price stated overleaf or if none the suppliers published price list current to the date of the delivery of the goods. The price is exclusive of VAT which shall be due at the rate ruling on the date of the VAT invoice 

(b) The supplier may be giving notice to the purchaser at any time before delivery increase the price of the goods to reflect any increase on the cost to the supplier which is due to factors occurring after the making of the contract of sale which shall be beyond the reasonable control of the supplier (including, without limitation, foreign exchange fluctuation, taxes and duties and the cost of labour, materials and other similar costs) 

(c) If the purchaser fails to pay on the due date any amount which is payable to the supplier under this contract then without prejudice to any other remedies, that amount shall bear interest from the date until payment is made in full, both before and after any judgment, at 3% per annum over Barclays Bank plc base rate from time to time in force 

(8) Limitations of liability 

(a) In no circumstances shall the supplier be liable, in contract, tort (including negligence or breech of statutory duty) or otherwise howsoever, and whatever the cause thereof, 1) for any loss or profit, business, contracts, revenues or anticipated savings, or 2) for any special indirect or consequential damage of any nature whatsoever save that nothing herein shall operate so as to exclude or restrict the liability of the supplier for death or personal injury caused by reason of the negligence of the supplier or of its servants, employees or agents 

(b) For the avoidance of doubt, the term the ‘supplier’, includes its respective employees and agents 

(c) Delay in delivery – the supplier shall not be liable for any loss or damage whatever due to failure by the supplier to deliver the goods (or any of them) promptly or at all 

(9) Set-off 

(a) Whenever any sum of money shall be recoverable from or payable by the supplier or any holding or subsidiary company of that party (‘the supplier’s paying group) to the purchaser or any holding or subsidiary company of the purchaser (the ‘receiving group’), the same may be deducted by the suppliers paying group from any sum then due or which at any time thereafter may become due to the suppliers paying group from the receiving group under this contract or any agreement or contract between any member of the receiving group and any member of the suppliers paying group 

(b) The purchaser may not withhold payment of any invoice or other amount due to the supplier by reason of any right of sell-of or counterclaim which the purchaser may have or allege to have or any reason whatever 

(10) Suppliers Group – The supplier shall be entitled to perform any of the obligations undertaken by it and to exercise any of its rights granted to it under this contract through any other company which at the relevant time is holding company or subsidiary (as defined by section 736 of the Companies Act 1985) or the subsidiary of any holding company, and any act or omission of any such company shall for the purpose of this contract be deemed to be the act or omission of the supplier 

(11) Levies – All levies and duties are for the purchasers account and shall be payable by the purchaser unless otherwise agreed in writing by the supplier. Levies or duties so agreed to be for the supplier’s account are to be based on rates for the levy and duty applying at the date of the contract. Any increases in levies and/or duties after the date of the contract and prior to delivery and/or shipment shall be payable by and for the account of the purchaser 

(12) Severance – Any provision of this contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability redeemed severable and shall not affect any other provision of this contract 

(13) Year 2000 Liability – The supplier shall have no liability whether in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever for any direct, special, indirect or consequential loss of whatever nature (including, without limitation, loss of profit, business, contracts, revenues or anticipated savings) suffered or incurred by the purchaser or any member of the receiving group arising directly or indirectly as a result of the failure of any computer, data processing equipment or media, micro-chip, integrated circuit or similar device or any computer software, whether the property of the supplier or not, whether occurring before, during or after the year 2000: 

(a) to recognize any data as its true calendar date; or  

(b) to capture save or retain and/or correctly to manipulate, interpret or process any data or information or command or instruction as a result of treating any date otherwise than as its true calendar date; or 

(c) to capture save retain or correctly to process any date as result of the operation of any command which has been programmed into any computer software, being a command which causes the loss of data or the inability to capture, save, retain or correctly to process data on or after any date. 

  1. The conditions contained in this clause 2 (inclusive) shall apply only to contracts not specified by the Supplier overleaf as being governed by the International Meat Trade Association Incorporated’s CIF or International Meat Trade Association Incorporated’s Delivered terms and conditions

(1) Validity and Disputes – The validity, construction and performance of this contract shall be governed by the Law of England and both parties shall submit to the non-exclusive jurisdiction of the English Court. If any dispute arises under this contract in respect of goods which emanate from sources where grading is supervised by Government Officials the Government Graders Certificate and/or stamp shall be accepted as final 

(2) Notice – Any notice required to be served pursuant to the terms hereof or hereunder shall be in writing and served by first class pre-paid post at their respective addresses given in contract (as subsequently notified in writing by them) or in the case of the purchaser at the purchasers registered office or principal place of business 

(3) Force Majeure – Shipment or delivery may be cancelled or delayed in whole or in part (at suppliers discretion) in case of fires, lock-outs, strikes, acts of war, acts of God or restrictions imposed by Governments and/or Official bodies, and where shipment or delivery is prevented or is delayed by circumstances outside suppliers reasonable control (which shall include like failure or delay on the part of the suppliers supplier) it shall incur no liability in respect of any cancellation or delay but it shall give notification thereof as soon as reasonably practical 

(4) Tolerance – Contracts shall be on the basis of quantity or weight subject to a tolerance or margin 5% 

(5) Weights – All goods will be involved on specification over leaf unless the purchaser produces Certified Public Cold Store Weight notes from an approved Cold Store within seven days or receipt of goods 

(6) Liability – No claim will be entertained by the supplier and supplier shall be under no liability whatsoever by reason of this contract or the supply of goods unless; 

(a) In the case of any claim in respect of condition, quality, shortages, specification or weight in respect of the sale of frozen meat notification of the claim is received by the supplier by telephone, telegram, facsimile transmission or telex within forty eight hours of the actual time of delivery and also in writing within seven days of the date of delivery and minimum of two thirds of the goods in respect of which the claim is made, is made available for inspection by the supplier either at the place of actual delivery or wherever the supplier may reasonably chose 

(b) In the case of any claim in respect of the sale of fresh meat, in respect of condition, quality, shortages, specification or weight, notification is received by the supplier by telephone, telegram, facsimile transmission or telex immediately upon delivery of goods and also in writing within twenty four hours of the delivery of goods 

(c) In the case of any claim for condemnations, notification in writing of such claim with full particulars thereof is received by the supplier within forty-five (45) days of the date of the invoice supported by certificates showing quantity, weight, brand, shipping or similar marks, grade, origin, full description of goods and reason for seizure, which are signed by a recognized Public Health Official 

(d) In the case of goods delivered in sealed containers the purchaser has ensured; 

  1. that the container and seal number or numbers and quantities agree with those shown on official delivery not or notes and
  2. that the seal or seals are intact, and that any discrepancy or broken seal has been recorded by the purchaser on delivery note and landing accounts 

(e) In any case of goods alleged to be sub-standard or subject to any complain whatsoever, the supplier has been given the opportunity of inspecting such goods before the same are disposed of or surrendered by the purchasers either at the place of actual delivery or wherever the supplier may reasonably choose 

(7) Payment 

(a) Goods Supplied hereunder shall be paid for in cash within 28 days (or such other period as the seller may stipulate from the delivery order or invoice (whichever is applicable) or at the option of supplier on presentation of the delivery order. Thereafter the account is immediately due and strictly nett 

(b) All other goods to be supplied hereunder shall be paid for in net cash upon receipt of invoice or at supplier’s option to presentation of Delivery Order. Separate Instalments 

 (8) At the option of the supplier, shipment and/or delivery may be made in separate instalments and each shipment and/or delivery shall be deemed to be separate contract within the terms and conditions herein set out and paid for accordingly 

(a) The failure of the purchaser to pay for any one or more of the said instalments of deliveries of the goods on the date shall entitle the supplier (at the sole option of the supplier) 

  1. without notice to suspend further deliveries of the goods pending payment by the purchaser and/or
  2. to treat this contract as repudiated by the purchaser