Adams Food Ingredients Limited
Conditions of Sale

1. DEFINITIONS
1.1 In these conditions:
“Buyer” the party buying the Goods from the Seller subject to these Conditions
“Goods” the goods which the Seller is to supply to the Buyer subject to these conditions
“Recommendations for Use” the recommendations (if any) of the Seller relating to the storage (including temperatures), handling, application and/or use of the Goods
“Seller” Adams Food Ingredients Limited.

2. ORDERS CONDITIONS AND VARIATIONS
2.1 All offers and orders are accepted and all Goods are sold subject to these Conditions of Sale.
2.2 In the case of any inconsistency between these Conditions and any conditions of purchase sent by the Buyer to the Seller, whatever may be their respective dates, the provisions of these Conditions shall prevail in relation to all present and future dealings between the parties.
2.3 No variation or alteration of any term to these conditions shall be binding upon the Seller unless agreed by the parties in writing.
2.4 No conditions, representations, warranties, standards or criteria whether written or verbal express or implied shall form part of the contract unless agreed in writing by the parties.

3. QUOTATIONS
3.1 All quotations of the Seller are provisional and subject to alteration.  Further, the Seller reserves the right to amend the specification and prices of its products from time to time.

4. SHELF LIFE
4.1 The Buyer undertakes not to sell any Goods to third parties after their “best before” date.
4.2 The Buyer agrees to indemnify the Seller in respect of any loss, costs, liability or damages that it may suffer as a result of any breach by the Buyer of its undertaking in Clause 4.1.

5.PRICE
5.1The price for the Goods shall be the list price of the Seller current at the date of dispatch and is exclusive of Value Added Tax.
5.2 Unless otherwise agreed in writing the price does not include the cost of carriage to the contracted place of delivery nor the cost of off-loading of the Goods which should be arranged by the Buyer at its sole risk and expense.

6. DELIVERY
6.1 The risk in the Goods shall pass to the Buyer upon delivery.  Where the Seller has agreed to arrange delivery of the Goods the following provisions shall apply:
6.1.1 The goods will be delivered to the location stated on the order as accepted by the Seller.
6.1.2 Times quoted for delivery represent only the Seller’s best estimates, time not being of the essence.  The Seller shall in good faith endeavour to meet such estimated times, but reserves the right to vary the time of delivery and shall not be responsible for any loss or damage suffered by the Buyer as a result of such variation.
6.1.3 Delivery notes must be checked and signed at the time of delivery.
6.1.4 It shall be the duty of the Buyer to examine the Goods upon delivery to ensure that the delivery is complete and that the Goods have not been damaged in transit.
6.1.5 In the event that any of the Goods have been damaged in transit or delivery is incomplete the Buyer shall notify the Seller by clearly stating the nature of such damage or incomplete delivery upon Delivery Note prior to signature thereof.
6.1.6 The Seller’s liability shall be limited to the purchase price of the Goods damaged or not delivered (as the case may be).
6.1.7 The Seller shall under no liability whatsoever if the Buyer fails to give such notice of damage or non-delivery and any such damage to the Goods shall be deemed to have occurred after the transit is ended unless the contrary is proved by the Buyer.
6.1.8 No Goods may be returned to the Seller without the Seller’s prior written consent.
6.1.9 Where Goods are delivered or collected on pallets the Buyer will forthwith and at its own cost supply the Seller with a corresponding number of pallets.
6.2 The Buyer shall be responsible for unloading the Goods and shall exercise all due care in doing so.

7. INSTALMENTS
7.1 Where Goods are delivered in instalments each instalment shall be deemed to be sold under a separate Contract.
7.2 Failure by the Buyer to make payment by the due date for any one instalment for whatever reason shall entitle the Seller to suspend deliveries of Goods but without prejudice to any other right the Seller may have.

8. TERMS OF PAYMENT
8.1 The price shall be due and payable at the Seller’s offices in sterling twenty eight days after the date of the Seller’s invoices.
8.2 The Seller may charge interest on any amounts outstanding from the required day until the actual date of payment at the rate of 4% per annum over the base rate of Barclays Bank PLC from time to time in force which shall accrue on a daily basis or at the statutory interest rate pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 or any amending or replacement legislation (whichever is the greater).
8.3 The Buyer shall not withhold payment due to the Seller by reason of any disputed claim or set off any amount due to the Seller.

9. SELLER’S RIGHTS
9.1 If the Buyer shall fail to give delivery instructions for or take delivery of the Goods or make any payment when it becomes due under the Contract or shall commit any other breach of the Contract or any distress or execution is levied upon any goods or property of the Buyer or the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being an incorporated company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a Court makes an order to that effect, or an encumbrance takes possession, or an administrative receiver or receiver is appointed, of any of the property or assets of the Buyer, or the Buyer ceases, or threatens to cease, to carry on business, or the Seller reasonably apprehends that any of the vents mentioned above is about to occur in relation to the Buyer the Seller may:
9.1.1 Stop any Goods in transit and suspend further deliveries and work.
9.1.2 Hold by way of lien all Goods in its possession and be entitled to sell the same.
9.1.3 Demand payment of all invoices submitted to the Buyer on any accounts whatsoever which shall cause all such accounts to be immediately due and payable.
9.2 If the Seller is prevented from completing the contract either wholly or in part in for any reasons whatsoever beyond its reasonable control then the Seller shall be under no liability whatsoever to the Buyer for any loss or damage suffered as a result of the Seller’s inability to perform its obligations.

10. PACKAGING SERVICES
10.1 Where packaging services are to be provided unless otherwise agreed in writing the Buyer will be responsible for the provision of suitable wrapping, packaging material and boxes and if the Buyer fails to provides the same then the Seller may at its sole discretion arrange for the provision of such items and any further expense incurred in providing such items shall be payable by the Buyer on demand.
10.2 Where the Goods supplied are supplied in any packaging or containers designed by the Buyer or which are marked in accordance with the Buyer’s specific requests, the Buyer shall indemnify the Seller in respect of any loss or liability incurred by the Seller in consequence of any infringement or any patent, trade mark, registered design or copyright arising from the supply of Goods in any such packaging or containers.

11. WARRANTY AND LIABILITY
11.1 At the date of delivery all Goods supplied by the Seller shall conform with all United Kingdom statutory enactments and regulations which relate thereto.
11.2 The Seller’s liability for failure to comply with the warranty in condition 11.1 shall be limited to the replacement free of charge of the Goods failing to comply with the warranty or at the opinion of the Seller, issuing to the Buyer a credit note equivalent to the price of the goods failing to comply with the warranty.  The Seller shall not in any event be liable unless:
11.2.1 The Buyer notifies the Seller in writing within six weeks of any date of delivery of the Goods or the expiration of the “best before” date applicable to the Goods (whichever is the earlier) detailing the Seller’s breach of the warranty in Condition 11.1.
11.2.2 The Goods have at all times been properly stored by the Buyer in accordance with the Recommendations for Use.
11.2.3 The Seller’s representatives are given sufficient information and access to the Goods to investigate the Buyer’s claim.
11.3 The following provisions set out the Seller’s entire liability (including any liability for the acts and omissions of its employees agents and subcontractors) to the Buyer in respect of any breach of its contractual obligations and any representation statement or tortious act or omission including negligence arising under or in connection with this contract and the Buyer’s attention is in particular drawn to the provisions of Clause 11.3 to 11.7.
11.4 Any act or omission on the part of the Seller or its employees agents or subcontractors falling within Clause 11.3 above shall for the purpose of this Clause 11 be known as an “Event of Default”.
11.5 The Seller’s liability to the Buyer for death or personal injury resulting from its proven negligence or that of its employees shall not be limited.
11.6 Subject to the provisions of Clause 11.5 above the Seller’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to:
11.6.1 (£1,000,000) in the case of an Event of Default causing damage to the tangible property of the Buyer resulting from the negligence or willful default of the Seller or its employees or subcontractors; and
11.6.2 in the case of any other Event of Default the contract price for the Goods in question.
11.7 Subject to Clause 11.4 above the Seller shall not in any event be liable to the Buyer in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Buyer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Seller had been advised of the possibility of the Buyer incurring the same.

12. RETENTION OF TITLE CLAUSE
12.1 Until payment in full of all monies due and owing by the Buyer on any account whatsoever have been received full legal and beneficial ownership of all Goods supplied by Seller shall be retained by Seller notwithstanding that the risk in the same shall pass to the Buyer at the time of delivery.  Further the Buyer shall take proper care of such Goods and will not obliterate any identifying mark on such Goods and will keep such Goods in such manner that they may be clearly identified as belonging to the Seller and the Buyer hereby grants to Seller the power to enter on the Buyer’s premises at any time during the continuation of the Contract to check that the Buyer is complying with the obligation contained this paragraph.  The Buyer will return such Goods to Seller if it receives a request whether verbally or in writing so to do prior to payment in full as aforesaid having been made.
12.2 In the event that Seller seeks to enforce this retention of title clause then (a) the Buyer shall place all Goods supplied by Seller at its disposal and Seller shall be entitled to enter upon the premises of the Buyer with vehicles if necessary for the purpose of removing and reselling the same using such force as is reasonably necessary for such purpose and (b) the above shall be without prejudice to any other rights and remedies of Seller.
12.3 The Seller will have the right to maintain an action against the Buyer for the price of the Goods notwithstanding that the title in these Goods have not passed pursuant to this condition.

13.GENERAL
13.1 The Buyer shall not be entitled to assign the benefit or burden of the contract without the prior written consent of the Seller.
13.2 The invalidity of any of these Conditions or part thereof will not affect the validity of the other part provision or the remaining conditions which will remain in full force and effect.
13.3 Failure to enforce any of these conditions in a particular instance will not constitute a waiver of or a preclude subsequent enforcement of any of these provisions.
13.4 The contract made by the parties shall be construed and enforced in accordance with the Laws of England and the parties agree to the exclusive jurisdiction of the English courts.
13.5 The Seller reserves the right to assign subcontract or sublet the fulfilment of the Contract or any part thereof.