TERMS AND CONDITIONS
These Terms and Conditions describe the terms of trading upon which SFD (GB) Limited t/a Serious Food, 122 Malton Avenue, Slough SL1 4DE (“SFD”) will supply goods and services as described below.
Buyer means any person or party whose Order for goods is accepted by SFD
Contract means the agreement between SFD and the Buyer for the sale of goods by SFD and purchase of those goods by the Buyer in accordance with these Terms and Conditions
Goods means any item or items supplied or to be supplied by SFD to the Buyer or any other person on the order of the Buyer,
Order means a request to supply goods made by a person or party to SFD in writing, orally, by telephone, fax, post, email or other form of electronic ordering system or platform.
- Formation of Agreement
- These terms and conditions shall apply to all Contracts arising out of Orders accepted by SFD after 27th August 2018 to the exclusion of all other terms and conditions. In particular, these terms and conditions apply in preference and supersede any prior terms and conditions howsoever arising that have applied to previous dealings between SFD and the Buyer. By trading with SFD in any manner you accept these terms and conditions without contention.
- SFD will not be bound by any standard or printed terms tendered by the Buyer at any stage in dealings between the parties unless the Buyer specifically states in writing, separately from such terms, that it wishes the terms to apply and SFD has acknowledged and accepted that request in writing.
- Orders and Description
- Orders shall be accepted at SFD’s sole discretion but are normally accepted if the goods are available, the order reflects current pricing, and the Buyer is registered as a customer with SFD.
- We reserve the right to substitute goods of a similar quality, quantity and value for those ordered by the Buyer. Notification of any such substitution will be made by such means as are reasonably practicable to us in the light of the value of the order placed by the Buyer and the requested delivery time.
- The quantity and description of the Goods shall be as set out in SFD’s acknowledgment of order or invoice. All weights and sizes given in advance of delivery are approximate and are to be used for guidance only.
- The price for the Goods shall be the price in pounds sterling set out in SFD’s price list published on the date of delivery or deemed delivery of the Goods, unless a different price has been agreed between SFD and the Buyer prior to placing the Order.
- The price for the Goods shall be exclusive of any value added tax, which amount shall be charged at the appropriate rate in force at the tax point date and which the Buyer shall pay, on receipt of a valid VAT invoice from SFD, in addition when it is due to pay for the Goods.
- The goods shall be delivered to the address specified in the Order.
- The Buyer must examine the Goods on delivery and in the event of the Goods showing any sign of tampering, defect, damage or deterioration the Buyer shall indicate so when signing for the delivery.
- Acceptance of the Goods by the Buyer or any representative or employee of the Buyer at the delivery address shall constitute valid and effective delivery of the Goods by SFD. Unless written instructions are given to the contrary, the signature of any person at the place of delivery shall constitute proof of delivery.
- Where Goods are delivered to the Buyer’s nominated address when there is not a representative of the Buyer present, with the prior consent or acknowledgment of the Buyer, the Goods may be left at that address together with the relevant delivery note and invoice and such shall constitute valid and effective delivery of the Goods by SFD.
- In the event of any shortage or discrepancy between the Goods delivered and the Goods ordered or invoiced, the Buyer must notify SFD in writing within 24 hours of receipt. If no such notification is received then that shall be regarded as conclusive evidence as to the delivery being correct in both quantity and description.
- In the event of the Goods suffering any actual tampering, defect, damage or deterioration, the Buyer must notify SFD in writing within 24 hours of receipt specifying the tampering, defect, damage or deterioration in question. The Buyer must retain the Goods so affected at the appropriate temperature (for chilled and frozen Goods) unless SFD expressly agrees otherwise and permit SFD to inspect or collect the Goods as it sees fit at SFD’s expense in the first instance. If no such notification is received, or the affected Goods are not retained or where temperature abuse of the Goods is evident, then that shall be regarded as conclusive evidence as to the delivered Goods being free from tampering, defect, damage or deterioration.
- Where the Buyer receives any invoice in respect of which no delivery has been made then the Buyer must notify SFD of non-delivery in writing on the day of the scheduled delivery or within 24 hours of the scheduled delivery. If no such notification is received then that shall be regarded as conclusive evidence as to the delivery having been made and correct in both quantity and description.
- In the event that the Buyer fails for any reason to accept delivery at the address provided, or delivery is not possible due to the Buyer providing an inadequate or incorrect address or is otherwise not reasonable because of the Buyer’s actions or inaction, SFD shall be entitled to make reasonable extra charges for storage until delivery or for inconvenience, and shall have the option at any time to terminate the order without prejudice to SFD’s accrued rights.
- Any oral notification or complaint made must also be confirmed in writing, otherwise it will be deemed to have been waived or not pursued.
- Although SFD will endeavour to meet dates and times specified for delivery, any dates or times so specified are intended to be an estimate only. Delays in the delivery of an Order shall not entitle the Buyer to: (a) refuse to take delivery of the Order; (b) claim damages; or (c) terminate this agreement. SFD shall not be liable in any manner for failure or delay in delivery or non-delivery.
- SFD has the right to deliver an Order by instalments and to invoice separately for each instalment. If an instalment is cancelled or incorrect for any reason this will not entitle the Buyer to repudiate or cancel the entire Contract or any other instalment.
- Risk and Title to the Goods
- Risk in the goods passes to the Buyer at the time of delivery or, where goods are collected by the Buyer or its carrier from SFD, risk passes to the Buyer at the time of collection.
- Ownership of the Goods shall not pass to the Buyer until the earlier of (a) payment is made in full (in cash or cleared funds) of all sums owed by the Buyer to SFD in respect of those Goods, and whether or not such sums are then due or owing, in which case title to these Goods shall pass at the time of payment; and (b) the Buyer resells those Goods, in which case title to those Goods shall pass to the Buyer at the time specified in Clause 6.3. Until ownership passes the Buyer must insure the Goods for SFD’s benefit, ensure they remain readily identifiable as SFD’s Goods while in the Buyer’s control and safeguard all markings on the Goods.
- Subject to Clause 6.4, the Buyer may resell or use Goods in the ordinary course of its business (but not otherwise) before SFD receives payment for the Goods. However, if the Buyer resells the Goods before that time: (a) it does so as principal and not as SFD’s agent; and (b) ownership to those Goods shall pass from SFD to the Buyer immediately before the time at which resale by the Buyer occurs.
- If, before ownership to Goods passes to the Buyer, the Buyer commits any act or makes any arrangement under the Insolvency Act 1986, then, without limiting any other right or remedy SFD may have: (a) the Buyer’s right to resell Goods or use them in the ordinary course of its business ceases immediately; and (b) SFD may at any time: (i) require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and (ii) if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the relevant Goods are stored to recover them.
- On termination of the Contract, howsoever caused, SFD’s (but not the Buyer’s) rights contained in this condition 6 shall remain in effect.
- SFD shall invoice the Buyer on dispatch of the Goods supplied, or as soon as possible thereafter.
- Payment is required in accordance with credit terms agreed by SFD or, where none has been agreed, is strictly 30 days from date of invoice. Time for payment shall be of the essence.
- Delivery of goods without payment or delivery of goods whilst an account is over terms does not constitute an implicit revision to the prevailing credit terms under any circumstances.
- A credit facility may be extended to you subject to status. A credit facility is a concession which may be altered or withdrawn without notice, and we are not obliged to allow credit up to the credit limit.
- All amounts payable to SFD under a Contract shall become due immediately on its termination, if the Buyer commits any act or makes any arrangement under the Insolvency Act 1986 or if credit facilities are withdrawn by SFD pursuant to condition 7.4.
- You are not entitled to set off, cross claim or in any way withhold payment due on an invoice because of claims relating to other matters. If you have a valid claim you must nonetheless pay by the due date for all goods prior to any claim being actioned or credit being raised.
- Returns and refunds
- Goods will be accepted for return and refunded only if they are dispatched in error by SFD, an error in a delivery is the fault of SFD or the Goods delivered to the customer are in poor condition, damaged or unfit for consumption and notification has been received by SFD in accordance with conditions 5.5 and 5.6 above. Refunds will not be automatic but must be agreed between the Buyer and SFD.
- Where Goods have been ordered by the Buyer in error, an administrative and restocking charge of 25% will be levied on all Goods returned. To comply with the Food and Safety Act and its guarantees of temperature control, frozen and chilled foods can only be returned at the time of delivery and all other such Goods must be returned within 72 hours of delivery.
- Goods that are procured for sale by SFD only upon the Buyer’s Order of those Goods, e.g. where lead time is specified to be more than next day delivery or where the Goods are bespoke specified by the Buyer, cannot be accepted for return.
- Where Goods are procured for sale by SFD only upon the Buyer’s Order of those Goods, e.g. where lead time is specified to be more than next day delivery or where the Goods are bespoke specified by the Buyer, the Order may not be cancelled by the Buyer once SFD has ordered in the goods from a third party.
- SFD may cancel an Order at any time or vary payment terms (e.g. COD) without liability for compensation if the Buyer is unable (in response to a written request) to satisfy SFD that the Buyer is able to pay for the order and all prior orders then outstanding (whether then due for payment or not). This clause applies irrespective of whether the Buyer has a credit facility with SFD.
- SFD warrants that at the date of delivery the goods will comply with the warranties implied by the Sale of Goods Act 1979 (as amended) and with the requirements of the Food Safety Act 1990.
- SFD shall not be liable for a breach of the warranty in condition 10.1 unless: (a) the Buyer gives written notice within five days of delivery of the defect to the Company; and (b) SFD is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by SFD) returns such Goods to SFD’s place of business at the Buyer’s cost for the examination to take place there.
- SFD shall not be liable for a breach of the warranty in condition 10.1 if: (i) the Buyer makes any further use of such Goods after giving such notice; or (ii) the defect arises because the Buyer failed to follow SFD’s oral or written instructions as to the storage, use or maintenance of the Goods or (if there are none) good trade practice; or (iii) the Buyer alters such Goods without the written consent of the Company.
- Subject to condition 10.2 and condition 10.3, if any of the Goods do not conform with the warranty in condition 10.1 SFD shall at its option replace such Goods or refund the price of such Goods at the Contract price provided that, if SFD so requests, the Buyer shall, at SFD’s expense, return the Goods to SFD or make them available for collection by SFD.
- If SFD complies with condition 10.4 it shall have no further liability for a breach of the warranty in condition 10.1 in respect of such Goods.
- Default in Payment
- Overdue invoices will bear interest at 4% over the base rate from time to time of SFD’s bank, any payments to be credited first against interest and then against the invoice. Interest shall accrue on a daily basis from the due date until actual payment of the overdue amount. SFD reserves the right to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
- Where invoices are overdue SFD shall be entitled to cancel the Contract and inform the Buyer that it is no longer in possession of the Goods with SFD’s consent, and/or to suspend or cancel further deliveries. SFD shall be entitled to recover possession of its Goods and the Buyer will immediately be under an obligation to deliver the Goods to SFD’s representative (and the goods shall be at the Buyer’s risk until so delivered) in accordance with the instructions SFD gives the Buyer. SFD shall be entitled and it shall be a term of the contract that SFD has the Buyer’s consent to enter on to the Buyer’s premises or those of a third party where the Goods are stored for the purpose of repossessing and removing them.
- If a cheque sent by the Buyer in payment is not paid by your bank when properly presented for payment, then SFD will be entitled to charge an administration fee of £30 for that and each further occasion upon which SFD re-presents the cheque for payment. This fee will be added to the Buyer’s account for payment and all amounts payable by the Buyer to SFD under any Contract shall become due immediately.
- Limits of Liability
- This condition 12 sets out the entire financial liability of the parties (including any liability for the acts or omissions of their respective employees, agents and subcontractors) to each other for: (a) any breach of Contract however arising; (b) any use made or resale of the Goods by the Buyer, or of any product incorporating any of the Goods; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
- SFD’s total liability arising under or in connection with the Contract, whether arising in contract (including defective goods, claims about quality or condition, or short or wrong delivery), tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited at SFD’s option to replacement of the Goods/making up of any shortfall, or a refund of the price for the Goods. A refund includes the issue of a credit note, and shall be a proportionate part of the order price where appropriate.
- SFD shall not be liable for any breach of contract not notified to SFD as provided in condition 5 above (including time limits).
- Except as expressly provided for in these Terms and Conditions, SFD shall not be liable to you in connection with the Contract in contract, tort (including negligence) or otherwise for any loss of profit, goodwill, business opportunity, anticipated savings or data (in each case whether direct or indirect) or any indirect loss. No claims for contingent or consequential losses (excepting public liability and death) will be accepted as a result of using SFD or any products supplied by SFD. No financial offset can be accepted for any claims under any circumstances whatever.
- No liability will be accepted for any delays in delivery. Verbal or written commitments in respect of proposed delivery dates or times are indicative only and not legally binding.
- SFD reserves the right to amend product specifications and prices at any time and without prior notice.
- Nothing in this clause shall exclude or restrict SFD’s liability in respect of misrepresentations made fraudulently, or for death or personal injury resulting from SFD’s negligence.
- SFD’s aggregate liability to the Buyer in connection with this agreement shall not exceed the price of the Goods ordered by the Buyer.
- The Buyer must voluntarily co-operate in any claim SFD may make against suppliers, carriers or insurers and this includes the obligation without charge by the Buyer not to dispose of (and to properly store) the Goods for a reasonable time, to promptly provide SFD with a copy of any Condemnation Warning Notice, Detention Notice or any other notice issued under the Food Safety Act (1990) or subsequent act or any other legislation issued in respect of the Goods, not to dispose of the Goods before giving SFD a reasonable opportunity to remove them, to provide reasonable facilities to enable SFD or its agents to inspect the goods before disposal and to assist SFD by providing witness or documentary evidence. It is the Buyer’s obligation to arrange for the full co-operation of any third party contracting with the Buyer (other than those third parties contracting with SFD). The Buyer must retain the packing and consignment note for inspection.
- Force Majeure
SFD shall not be in breach of the Contract or liable for any failure or delay in performance of any obligation arising from any cause or causes beyond its reasonable control such as acts of God, riot, explosion, terrorist attack, abnormal weather conditions, fire, flood, trade disputes, acts or omissions of any independent third parties (such as carriers or suppliers), or government intervention or regulations (UK or otherwise). In these circumstances, SFD reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer).
- Any notice given to a party under or in connection with these terms and conditions shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by fax to its main fax number OR sent by email, in relation to SFD, to firstname.lastname@example.org or, in relation the Buyer, to any email address specified by the Buyer when applying for a customer account with SFD or, in either case, to any relevant email address as updated by the recipient to the sender from time to time.
- Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or
(c) if sent by fax or email, at 9.00 am on the next Business Day after transmission.
- These terms and conditions constitute the entire agreement between the parties, and supersede and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- SFD may change or supplement these terms and conditions from time to time and, by continuing to place orders through SFD after such changes or supplements have been made, the Buyer will be bound by such changes or supplements even if the changes or supplements have not been separately brought to the attention of the Buyer.
- Failure or delay by SFD in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
- Any waiver by SFD of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
- If SFD fails to enforce a right under this agreement, that failure will not prevent SFD from enforcing other rights, or the same type of right on a later occasion.
- The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
- If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to, or deletion of, a provision or part-provision under this condition 15.7 shall not affect the validity and enforceability of the rest of these terms and conditions.
- Compliance with Laws and Policies
- SFD may terminate the agreement with immediate effect by giving written notice to the Buyer if the Buyer commits a breach of condition 17.1.
- Law and Jurisdiction
This agreement shall be governed by and construed in accordance with the law of England and Wales and the Courts of England and Wales shall have exclusive jurisdiction to which both parties submit.