Wild Ocean Omega3 Fish Snacks Ltd (Woofs) – Terms of Trading
For all sales from or diverted through our UK stock programme all the following Terms and Conditions shall apply:
1. Price
1.1 The price quote excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery or collection.
1.2 Due to currency variations our quotations lapse after 10 days (unless otherwise stated).
1.3 The price quoted excludes delivery to your premises on the UK mainland (unless otherwise stated).
1.4 Unless otherwise stated the price quoted is an illustrative estimate only and the price charged will be our price agreed at the time of order except for clause 1.6 below.
1.5 Rates of tax and duties will be those applying at the time of delivery.
1.6 Under exceptional circumstances, before delivery we may adjust the price to reflect any increase in our costs of supplying the goods due to such things as but not limited to currency variations freight surcharges and our suppliers’ change in price.
1.7 We may supply the goods in quantities (by count of volume) of up to 10% more or less than the quantity ordered and charge you for the quantity actually delivered.
2. Delivery
2.1 All delivery times quoted and agreed are estimates only.
2.2 If we fail to deliver within a reasonable time of the agreed shipment/delivery date, you may (by informing us in writing) cancel the contract, however
2.2.1 you may not cancel if we receive your notice after the goods have been despatched and
2.2.2 if you cancel the contract, you can have no further claim against us under that contract.
2.3 If you accept delivery of the goods after the estimated delivery time it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).
2.4 We may in exceptional circumstances deliver the goods in instalments, each instalment being considered as a separate contract.
3. Delivery & Safety
3.1 We may decline to deliver if:
3.1.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so or
3.1.2 the premises (or access to them) are unsuitable for our vehicle or our sub-contracted vehicle or
3.1.3 there has been an adverse change in our credit opinion of the customer between placing the order and time of collection/delivery.
3.2 If for any reason you fail to collect the goods we shall store the goods for 14 days at our expense. After the 14 days we will charge you a daily rate for storage, unless otherwise agreed by us in writing.
4 Risk
The goods are at your risk from the time of delivery.
Delivery takes place either:
4.2.1 As soon as the goods are loaded onto your vehicle at our premises (if you are collecting them or arranging carriage; or
4.2.2 As soon as goods are unloaded at your premises (if we are arranging carriage. You must inspect the goods on delivery. If any goods are damaged (or not delivered, you must write to tell us within 5 working days of delivery (or the expected delivery time). You must give us (and any carrier) a fair chance to inspect the damaged goods before they are re-manufactured or altered in anyway. We cannot issue any credit note for any claim if the goods have been re-manufactured in anyway before our inspection.
5 Payment terms
5.1 You are to pay us in cash or in cleared funds before delivery, unless you have an approved credit account or by prior written arrangement from us.
5.2 If you have an approved credit account, payment is due no later than the date clearly marked on the invoice unless otherwise agreed in writing.
5.3 If you fail to pay us in full on the date due:
5.3.1 we may suspend or cancel future deliveries;
5.3.2 we may cancel any discount offered to you.
5.3.3 we may be forced to report late payment to our external credit insurance supplier and any external credit rating organisation
5.3.4 you must pay us interest at the rate set under s.6 of the Late payment of Commercial Debts (interest) Act 1998, a) calculated (on a daily basis) from the date of our invoice until payment; b) compounded on the first day of each month; and c) before and after any judgement (unless a court orders otherwise).
5.3.5 we will claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs, and
5.3.6 we will recover (under clause 5.7) the cost of taking legal action to make you pay. If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment.
5.4 We may do any of those at any time without notice.
5.5 You do not have the right to set off any money you may claim from us against anything you may owe us.
5.6 While you owe us money, we have a lien on any property in our possession.
5.7 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financing costs and including legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
6 Title
6.1 Until you pay all debts you may owe us:
6.1.1 all goods supplied by us remain our property;
6.1.2 You must store them so that they are clearly identifiable as our property;
6.1.3 you must insure them (against the risks which a prudent owner would insure them) and hold the policy on trust for us;
6.1.4 you may use those goods and sell them in the ordinary course of business but not if:
a)we revoke that right (by informing you in writing; or
b) you become insolvent.
6.2 You must inform us (in writing) immediately you become insolvent.
6.3 If your right to use and sell the goods ends you must allow us to remove the goods.
6.4 We have your permission to enter any premises where the goods may be stored:
6.4.1 at any time to inspect them;
6.4.2 after your right to use and sell them has ended, to remove them, using reasonable force if necessary.
6.5 Despite our Retention of Title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by due date.
6.6 You are not our agent. You have no authority to make any contract on our behalf or in our name.
7. Warranties
7.1 We warrant that the goods:
7.1.1 comply with their quality grade description on our acknowledgement of order form;
7.1.2 are free from material defect at the time of delivery (as long as you comply with clause 7.3 (this does not include defects which are allowed within a relevant timber grade).
7.2 We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
7.3 If you believe that we have delivered goods which are in breach of our warranty, you must:
7.3.1 inform us in writing, with full details, as soon as possible
7.3.2 allow us to investigate (we may need access to your premises and product samples;
7.3.3 not alter or go on to manufacture the goods
7.3.4 you must not ‘Break Bulk’
7.4 If the goods are found to be in breach of our warranty (following our investigations, and you have complied with those conditions (in clause 7.3) in full we will at our option:
7.4.1 (where the goods do not comply with their description, for example, are a lower grade) account to you for the difference in price between the goods ordered and the goods delivered;
7.4.2 replace the goods; or
7.4.3 refund the price.
7.5 We are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the contract or the supply of goods or their use even if we are negligent.
7.6 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to £1.0 million pounds.
7.7 For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.
7.8 Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.
8 0 Specification
8.1 If we prepare the goods in accordance with your specifications or instructions:
8.1.1 you must ensure that the specifications or instructions are accurate and
8.1.2 you must ensure that goods prepared in accordance with those specifications or instructions will be fit for purpose for which you intend to use them.
8.2 If you instruct us to use a third party to manufacture your goods please note that such operations shall be carried out in accordance with their Terms and Conditions of Trade.
8.3 We reserve the right to make any changes in the specifications of our goods which are necessary to insure they conform with any applicable safety or other statutory requirements.
9 Return of Goods
9.1 We will accept the return of goods from you only:
9.1.1 by prior agreement (confirmed in writing):
9.1.2 on payment of a re-stocking charge of 25% and a collection charge (unless the goods were defective when delivered) and
9.1.3 where the goods are as fit for sale on their return as they were on delivery.
10 Cancellation
10.1 If the order is cancelled (for any reason) by you, you are to pay us for all stock (finished or unfinished) that we have bought and/or committed to unless agreed by us and confirmed in writing.
10.2 We may suspend or cancel the order by written notice if:
10.2.1 you fail to pay us any money when due (under the order or otherwise);
10.2.2 you become insolvent;
10.2.3 you fail to honour your obligations under these terms.
10.3 You may not cancel the order unless we agree in writing (and clauses 2.2.2 and 10.1 then apply).
11 Waiver and Variations
11.1 Any waiver or variation of these terms is binding in honour only unless:
11.1.1 made (or recorded) in writing;
11.1.2 signed on behalf of each party; and
11.1.3 expressly stating and intention to vary these terms.
11.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving and printed terms you may have to the extent that they are inconsistent with our terms.
12 Force Majeure
12.1 If we are unable to perform our obligations to you (or able to perform them at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
12.2 Examples of those circumstances include acts of God, accident, explosion, fire, flood transport delays, strikes, and other industrial disputes and difficulty in obtaining supplies.
13 General
13.1 English Law is applicable to any contract made under these terms. The English and Welsh court have non-exclusive jurisdiction;
13.3 if you are more than one person, each of you has joint and several obligations under these terms.
13.4 If we tell you that any contract between you and us is made by us as agent for our supplier, either we or our supplier may exercise any of our rights or perform any of our obligations under these terms.
13.5 If any of these terms are unenforceable as drafted:
13.5.1 it will not affect the enforceability of any other of these terms and
13.5.2 if it would be enforceable if amended it will be treated as so amended.
13.6 We may treat you as insolvent if
13.6.1 you are unable to pay your debts as they fall due, or
13.6.2 you or any item of your property became the subject of:
a) any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
b) any application or proposal for any formal insolvency procedure or
c) any application, procedure or proposal overseas with similar effect or purpose.
13.7 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
13.8 Any notice by either of us which is to be served under these terms may be served by leaving it at or delivering it to (by first class post fax or email) the other’s registered office or principal place of business. All such notices must be signed.
13.9 No contract will create and right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
13.10 The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is our authorised representative and either:
13.10.1 contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
13.10.2 which expressly state that you may rely on them when entering into the contract.
13.11 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
Moorgate House, 7 Station Road West, Oxted RH8 9EE