Terms of Sale

In these conditions “the Company” means Virani Food Products Limited, a company registered in England and Wales (company number 01121605) whose registered address is at 4-5 Midland Business Units, Finedon Road, Wellingborough, NN8 4AD; “contract” means any contract between the Company and the Buyer for the sale and purchase of the Goods; “The Buyer” means the person, firm or company purchasing the Goods, “The Goods” means the Goods or materials to be supplied by the Company to the Buyer.

Incorporation and variation of conditions

These conditions apply to and shall be incorporated in all contracts for the sale of Goods by the Company to the Buyer.

These conditions shall prevail over and extinguish any terms or conditions which Buyers or others may state or refer to in correspondence or order forms or which are proposed or referred to in any other manner (whether before or after receipt by the Buyer of these conditions and notwithstanding any purported stipulation by the Buyer to the contrary) and shall prevail over and extinguish all terms and conditions implied by law, custom or practice or any course of dealing.

No variation, alteration, exclusion or waiver of any of these conditions shall be effective or binding unless made in writing by a duly authorised representative of the Company.

If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the other provisions of these conditions shall nevertheless remain fully in force.

If at any time any one or more of the provisions or part thereof of these conditions becomes or is held to by a court to be invalid, illegal or unenforceable in any respect under any law, the validity and enforceability of the of the remaining provisions shall not in any way be affected or impaired thereby.

Quotation and acceptance of orders

A quotation by the Company does not constitute an offer and may be revised or withdrawn at any time prior to the Company's acceptance of the Buyer's order.

The Buyer's order (whether given orally or in writing) shall be deemed to be an offer to purchase the Goods specified in the order, and such offer shall be deemed to have been accepted upon confirmation in writing by the Company or on despatch of the Goods, if earlier.

The Company reserves the right, by giving notice to the Buyer at any time before despatch, to increase the price of the Goods to reflect any increase in the Company's costs which is due to any factor beyond the control of the Company including (without prejudice to the generality of the foregoing) changes in exchange rates or increases in the cost of materials. The Buyer shall have the right to terminate the contract by written notice to the Company provided that such notice is received by the Company before despatch of the Goods and, in any case, not later than 7 days after receipt by the Buyer of notice from the Company of any such increased price.

Quantity Variations

The Company reserves the right to deliver against any orders an excess or deficiency of up to 10% of weight or volume ordered, and the Buyer shall not be entitled to terminate the order or contract as a result.

The Company may deliver the Goods by instalments and each instalment shall be treated as a separate contract so that failure to deliver or a defect in one or more instalment shall not entitle the Buyer to reject the other instalments.

The Goods invoiced will be the weight or volume actually delivered.

Claims

The Buyer shall be responsible for checking and testing the Goods upon their arrival and prior to proceeding to the storage or use thereof.

Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specifications must be made in writing and be received by the Company within 14 working days of delivery of the Goods to the Buyer save that where the Buyer has complied with paragraph 5.1 above and any such defect or failure was not thereby discovered and could not have been discovered by reasonable checking and testing, such notice shall be given within 2 working days after discovery of the defect or failure. Failing this the Buyer shall be deemed to have accepted the Goods unconditionally, and the Company shall have no liability for any such defect or failure. It shall be the responsibility of the Buyer immediately to cease using the Goods on the discovery of any such defect or failure.

If a sample of Goods has been approved by the Buyer, the Company shall have no liability (except as mentioned in paragraph 6.2 below) in respect of or arising from any defects in the Goods which should reasonably have been apparent from testing and checking the sample.

The Company shall have no liability to the Buyer (except as mentioned in paragraph 6.2 below) in the event that:

• the Buyer intentionally contaminates or allows a third party to intentionally contaminate any of the Goods;
• the Buyer has knowledge of any contamination and continues to use, sell, ingest or deal with the affected Goods;
• the contamination of the Goods is caused by the Buyer failing to store or protect the Goods in accordance with the written storage instructions provided by the Company to the Buyer;
• The contamination arises as a result of the Buyer combining, mixing or blending the Goods with any other product; or
• The contamination results in physical symptoms of bodily injury, sickness, disease or death of any person(s), which are not identifiable or internally or externally visible until, or which begin to occur after, three hundred and sixty-five (365) days following consumption of the relevant Goods.

If the Company accepts the validity of a claim based on any defect in the quality or condition of any Goods or their failure to meet a specification, the Company shall be entitled (at its option) to replace such Goods free of charge or issue a credit note for the invoice value of such Goods and shall have no further liability to the Buyer in respect of such defect or failure.

Limits of liability and warranties

The following provisions of this Clause 6 set out in the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

• Any breach of these conditions; and
• any representation, statement or tortious act or omission including negligence arising under or in connection with the contract.

Nothing in these conditions excludes or limits the liability of the Company;

• For death or personal injury caused by the Company’s negligence
• For fraud or fraudulent misrepresentation;
• for any act, omission or matter, liability for which may not be excluded or limited under any applicable laws; or
• for breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

Subject to clause 6.2 and without prejudice to clause 6.4, the Company’s total liability in the aggregate in respect of the contract for all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands and legal and other professional costs in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise howsoever arising under or in connection with the performance or contemplated performance of the contract shall be limited to:

• Five million pounds sterling (£5,000,000) in respect of defective products or public liability in either case resulting from any breaches of statutory obligations;
• Five hundred thousand pounds sterling (£500,000) in respect of product recalls due to malicious tampering, accidental or unintentional contamination or threats to commit malicious tampering; or
• One hundred thousand pounds sterling (£100,000) for any other type of liability.

Subject to clause 6.2, and except as expressly provided to the contrary in these conditions, the Company shall not be liable to the Buyer for any special, indirect or consequential loss or damage (whether for loss of profit or revenue, loss of business, depletion or damage to goodwill, loss of anticipated savings or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the contract.

Subject to clause 6.2 the Buyer shall indemnify the Company in respect of all liabilities, costs, expenses, damages, losses and professional costs suffered or incurred by the Company in connection with any claim whatsoever and made by any third party in relation to the Goods or the use of the Goods or their resale and whether caused by the negligence or breach of duty of the Company its duly authorised persons, employees or agents or otherwise.

No warranty is given that the Goods are fit for any particular purpose (whether or not such purpose has been made known to the Company) except to the extent that the Company has advised in writing on the suitability of the Goods for a particular purpose on the basis of the full and accurate provision of information from the Buyer and the Buyer has used the Goods strictly for that particular purpose.

Save as set out in these conditions, all warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from these conditions and the contract.

Subject as expressly provided in these conditions, all warranties, conditions or terms implied by statute, common law, custom, practice or otherwise are excluded to the fullest extent permitted by law.

The Company’s employees or agents are not authorised to make any representation or give any warranties concerning the Goods unless confirmed by the Company in writing. In entering into the contract, the Buyer acknowledges that it does not rely on and waives any claim for breach of, any such representations or warranties which are not so confirmed.

Any advice or recommendation given by the Company or its employees or its agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not so confirmed in writing by the Company is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.

Force majeure

Any contract for the supply of any Goods by the Company to the Buyer (a contract) may be terminated or suspended in whole or part by the Company by reason of the prospect, or happening of any industrial dispute, act of God, war, civil commotion, legislation, breakdown of machinery, inability to obtain supplies, raw materials, labour, equipment, fuel, power, components or transportation, inability to obtain any necessary import or export or any other licences or the consent of any government authority or any other cause or circumstances whatsoever beyond its control without liability on the part of the Company for any loss or damage whatsoever whether direct or indirect. In the event that the Company shall elect to terminate the contract hereunder, payment for such proportion of the contract which has been fulfilled shall become due and payable forthwith.

Payment

Payment of invoices shall be made in full without deduction, set off or counter claim within 28 days from the date of invoice, unless expressly agreed in writing by an authorised representative.

In the event payment is not received by the Company by the due date, the Company reserves the right to charge the Buyer interest (both before and after judgement) on the amount overdue at the rate defined in The Late Payment of Commercial Debts (Interest) Act 1998 (or, if that Act does not apply, at the rate of 4% per annum over the base rate of HSBC Bank plc from time to time) computed as from the due date for payment thereof until receipt by the Company of the full amount, such interest to accrue on a daily basis. If any amount is not paid on its due date, the Company may declare all payments due from the Buyer to the Company under all contracts made between them immediately payable.

Where payment is to be made by instalments, if the Buyer fails to pay any instalment on the due date, the Company shall be entitled to suspend further deliveries until payment is received and/or to treat the contract as having been repudiated.

The Buyer shall be liable, on a full indemnity basis, for all costs incurred by the Company in the recovery of the debts not paid by the due date.

All invoices will be subject to VAT at the prevailing rates and subject to the prevailing rules of the United Kingdom.

If payment is made by cheque, Bill of Exchange or other negotiable instrument, the Company shall not be deemed to have received payment until the cheque, Bill of Exchange or instrument has been honoured on presentation for payment, notwithstanding that the Company may have negotiated it and received value therefor.

The Buyer shall not be entitled to withhold payment of any amount due to the Company by reason of any disputed claim by the Buyer in connection with the contract nor shall the Buyer be entitled to set off against any amount payable under the contract to the Company any amount which is not then due and payable by the Company or for which the Company disputes liability.

All payments payable to the Company under the contract shall become due immediately upon termination or expiry (howsoever arising) of the contract, despite any other provision.

Buyer’s default

If the Buyer refuses or fails to take delivery of the Goods tendered in accordance with the contract, and/or commits a breach of any of these conditions, or if the Buyer makes any voluntary arrangement with creditors or becomes bankrupt or has a receiver appointed of all or any part of the Buyers’ assets, or if the Buyer (being a company) commences to be wound up (other than solely for the purposes of amalgamation or reconstruction) or has an administration order made in relation to it or if circumstances arise which entitle the Court or a creditor to appoint or to seek the appointment of administrator, receiver or manager, or which entitle the Court to make a winding up order, or if the Buyer takes or suffers any similar or analogous action in consequence of debt or if the Company reasonably apprehends that any of the above is about to incur in relation to the Buyer, the Company may without prejudice to its other rights, forthwith upon giving notice to the Buyer completely or partially suspend or cancel all contracts that are not yet wholly performed and/or require immediate payment of all sums under any contract which would not otherwise yet be payable by the Buyer.

The Buyer shall indemnify and keep indemnified the Company in full against all costs, losses, damages and expenses whatsoever arising in connection with the storage of the Goods if the Company shall be prevented from delivering any of the Goods in accordance with the contract as a result of delay or default on the part of the Buyer or any reason beyond the Company’s reasonable control. The Company shall be entitled in its absolute discretion and without giving prior notice to the Buyer at the expiration of 7 days to sell or otherwise dispose of Goods kept in storage.

Delivery and passing of property and risk to buyer

Unless otherwise stated in the Company’s form of acceptance, Goods shall be delivered Ex Works the Company’s registered address, set out at the top of these Conditions.

Risk of damage to or loss of the Goods shall pass to the Buyer:-
in the case of Goods to be delivered Ex Works, at the time when the Company notifies the Buyer that the Goods are available for collection; or in the case of Goods to be delivered otherwise than ex works, at the time of delivery or, if the Buyer fails to take delivery of the Goods at the time when the Company has tendered delivery of the Goods.

Whilst every reasonable effort will be made by the Company to effect delivery in accordance with any pre arranged dates, all delivery dates and schedules stated by the Company are approximate and shall not imply any obligation on its part to deliver the Goods on any particular date or within the time stipulated. Subject thereto, the Company shall in no circumstances be liable for any loss or damage the Buyer may incur as a result or in connection with delays in delivery.

Notwithstanding delivery and the passing of risk in the Goods to the Buyer, or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Company has received cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Company to the Buyer for which payment is then due.

Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Company’s property save that the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds of any sale or disposal of the Goods, including insurance proceeds, and shall keep all such proceeds separate from any monies of the Buyer.

Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold or used) the Company shall be entitled at any time to require the Buyer to deliver up the Goods to the Company and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods and repossess the Goods.

The Buyer shall not be entitled to pledge or in any way mortgage or charge any of the Goods which remain the property of the Company, but if the Buyer does so all monies owing by the Buyer shall (without prejudice to any other right or remedy of the Company) forthwith becomes payable.

The Buyer shall only return any of the Goods to the Company after receiving prior agreement of the Company to do so.

Exports

Notwithstanding any other provision of these conditions, where the Buyer’s place of business is not within the United Kingdom and the Goods are to be carried outside the United Kingdom the Company shall have no liability whatsoever in relation to or arising out of the supply of Goods (whether for any defect in the Goods or failure to comply with specification or otherwise howsoever) except in the case of Goods which the Company accepts as defective or as failing to comply with specification which the Company will replace free of charge, or at its discretion will issue a credit note.

Unless otherwise agreed the Buyer shall be responsible for payment of any import taxes imposed by, and for obtaining any import licences or permissions required by, the authorities in the country of importation.

Notices

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 its 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.

Any notice given pursuant to this Condition shall be deemed to have been served: if delivered by hand, at the time of delivery; if sent by post, on the second day after posting; if sent by facsimile transmission , on the first business day following successful transmission.

Compliance

The Buyer warrants that it shall comply with all applicable laws and regulations relating to anti-bribery and anti-corruption; and promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Buyer or any of its officers, employees, agents or subcontractors in connection with this agreement. Breach of this clause shall be deemed a material breach and the Company shall be entitled to terminate the agreement with immediate effect and recover from the Buyer the amount of any loss resulting from such termination.

The Buyer warrants that it shall comply with the Modern Slavery Act 2015 during the term of this Agreement and for the period of six years thereafter maintain such records relating to the products provided by the Company under this agreement as may be necessary to trace the supply chain of such products and to enable the Company to determine the Buyer's compliance with the Modern Slavery Policy. The Buyer shall promptly report to the Company if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached the Modern Slavery Act 2015, such notice to set out full details of the circumstances concerning the breach or potential breach of Buyer’s obligations. Breach of this clause by the Buyer shall be deemed a material breach and the Company shall be entitled to terminate the agreement with immediate effect and recover from the Buyer the amount of any loss resulting from such termination.

The Buyer acknowledges that the Company is committed to complying with the ETI Base Code (http://www.ethicaltrade.org/eti-base-code) (the “Code”). The Buyer shall familiarise itself with this code and shall ensure in performing its obligations under this agreement that it does not do anything or neglect to do anything that would cause the Company to breach its obligations under the Code.

Both Parties shall duly observe all their obligations under the General Data Protection Regulations, the Data Protection Act 2018 and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing, (the DP Regulations) which arise in connection with the Agreement. In the event that the Buyer is required to process any personal data for the Company in the course of trade, it undertakes to do so as a data processor acting in accordance with the Company’s lawful instructions and taking appropriate technical and organisational measures as referred to the in the DP Regulations in relation to such personal data.

General

The formation, existence, construction, performance, validity and all aspects of or disputes arising in connection with the contract shall be governed by English law and, in entering into the contract, the Buyer submits to the exclusive jurisdiction of the English Courts.

Neither party shall be entitled to assign the contract or any part of it without the prior written consent of the other.

The parties to this contract do not intend that any term of this contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.