Terms & Conditions

GENERAL

1. These are the terms of business of THE BAY TREE FOOD CO LIMITED t/as FOREST PRODUCTS (“the Seller”) and shall be deemed to be incorporated into all contracts relating to the sale of goods and/or supply of services by the seller.

2. No employee or agent of the Seller is authorised to make any representations concerning any goods sold by the Seller unless confirmed by the Seller in writing. In entering into the contract, the Buyer acknowledges that he does not rely on and waives any claim for breach of any such representations which are not so confirmed.

ORDER AND SPECIFICATIONS

3. (a) No order shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller. The minimum order of goods by the Buyer on the UK mainland is £200 in value carriage paid where no special delivery requirements are needed. (b) All orders placed which are under £200 will be charged carriage at an appropriate level agreed with Sales at time of placing order.

4. The quantity, quality and description of and any specification for the goods shall be those set out in the quotation of the Seller (if accepted by the Buyer) or in the order of the Buyer (if accepted by the Seller).

CANCELLATION

5. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Seller as a result of cancellation.

PRICE

6. The price of goods sold by the Seller shall be the Seller’s quoted price or, where no price has been quoted, the price listed in the Seller’s published price list current at the date of acceptance of the order. All prices quoted are exclusive of any Value Added Tax payable except when mentioned specifically and are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

7. The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the goods sold by the Seller to reflect any increase in cost to the Seller which is due to any factor beyond the control of the Seller.

PAYMENT

8. Subject to any express written agreement to the contrary, the Seller shall be entitled to invoice the Buyer for the price of goods on or at any time after delivery of the goods or after the Buyer wrongfully fails to take delivery thereof.

9. (a) Upon placing the first order by a new Buyer, the order will need to be paid for in full prior to the delivery leaving the Seller’s premises. (b) The Seller requires two credit references from the Buyer, and once these have been received and checked and are deemed to be satisfactory by the Seller, a credit account will be opened. If the Buyer is unable to provide credit references, i.e. a new business, the seller will provide Proforma invoices until a period of 3 months has expired at which time the Seller will review the account and decide whether a credit account can be opened. The Seller reserves the right to withdraw the credit at any time. (c) In all other cases, the Buyer shall be responsible for ensuring that the Seller receives payment for the goods within 28 days of the date of the Seller’s invoice, notwithstanding that delivery may not have taken place and that property in the goods has not passed to the Buyer.

10. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller shall be entitled to (a) Cancel this or any other contract or suspend any further deliveries to the Buyer whether on this contract or otherwise (b) Appropriate any payment made by the Buyer to such of the goods supplied under that contract between or any other contract between the Buyer and the Seller may think fit, and (c) Charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of 6% per annum above Lloyds TSB Bank Plc base rate, calculated on a daily basis, but with a minimum charge £10.00 per invoice, until payment in full is received.

11. Delivery of the goods shall be made by the Seller delivering the goods to the agreed place. In the absence of any agreed place, delivery shall be to a known place of the business of the Buyer.

12. The Seller shall endeavour to deliver the goods to the Buyer within 7 working days of receipt by the Seller of an order (10 working days if the order is received between 1 October and 31 December), but any dates quoted for delivery of goods are approximate and by way of guidance only and the Seller shall not be liable for any delay in delivery of the goods howsoever caused.

13. If the Seller fails to deliver the goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault and if the Seller is liable to the Buyer, then the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the goods contracted to be sold.

14. If the Buyer fails to take delivery of the goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason or any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault), then without prejudice to any other right to remedy available to the Seller, the Seller may

(a) Store the goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage or (b) Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses), account to the Buyer for the excess over the price under the contract or charge the Buyer for any shortfall below the price under the contract.

RISK

15. 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 thereof.

PROPERTY

16. Not withstanding delivery and the passing of risk on the goods or any other provisions of these Terms, the property in the goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the goods.

17. Until such time as the property in the goods passes to the Buyer, the Seller shall be entitled at any time to require the Buyer to deliver up the goods to the Seller and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the goods are stored and to repossess the goods.

18. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Seller but, if the Buyer purports or attempts to do so, all monies owing by the Buyer to the Seller shall without prejudice to any other right or remedy of the Seller forthwith become due and payable.

LIABILITY

19. 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 the specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller with 2 working days from the date of delivery. If delivery is not refused and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the goods and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.

20. Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to the Seller in accordance with these conditions, the Seller shall be entitled to replace the goods or part thereof free of charge or, at the Seller’s absolute discretion, refund the Buyer the price of the goods or proportionate part thereof, but the Seller shall have no further liability to the Buyer.

21. The Seller shall not be liable to the Buyer or be 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.

INTERPRETATION GOVERNING LAW AND JURISDICTION

22. Any notices 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 notice.

23. 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.

24. For the purpose of these conditions, the singular shall include the plural and the masculine gender shall include the feminine and neuter genders and vice versa.

25. Any contract incorporating these Terms shall (regardless of the place of performance or the place in which such contract is made) be governed and interpreted by English Law; and any contract incorporating these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.