Terms and conditions
BFP is a trading name of Kent Foods Limited, a Company registered in Scotland under number 141654 and whose registered office is at Albex House, 1 Marchfield Drive, Paisley, PA3 2RB (hereafter Kent Foods Ltd. or the "Company").
All orders placed on this web site and transactions emanating from it are subject to the general terms and conditions of sale of Kent Foods Ltd. A copy of these is exhibited below.
In addition, the following specific terms apply to transactions originating through this web site. In case of conflict with the general terms of sale of Kent Foods Ltd. then the general terms will take precedence. However to aid interpretation the general terms are designed to cater for transactions requiring deliveries in excess of 250 kilos, placed via the Company’s sales force or by a method other than via this web site, whereas the specific terms apply to orders placed via this web site, paid for in full prior to shipment and are normally less than 250 kilos.
A party (hereafter the "Customer") to whom these specific terms apply is one who originally contracts through this website . Each transaction to be regarded as a separate transaction.
All prices on this web site include VAT where applicable. Any variation on VAT rate between the date of transaction and the date of fulfilment will be for the account of the Customer .
No guarantee of a specific delivery day or time is given . However the Company will use its best endeavours to despatch goods by their own Transport or by a Third Party within four days. In the case of the use of a third party then their terms and conditions of trade are incorporated into any transaction.
RECEIPT OF GOODS:
The standard procedure for delivering of the goods an hence completion of the contract is for the signature of the Customer, or a person whom the Company reasonably believes to be authorised to act on their behalf , acknowledging receipt of the goods.
Unless the Customer specifically instructs otherwise at time of ordering the Company or their Agent will, at their sole discretion , leave the goods in a place they deem to be reasonably safe from damage from weather and not directly visible from a public road. In this case the contract will be completed without the signature of the Customer or their Agent.
The delivery charge or offer of "free delivery" only applies to Great Britain and specifically excludes deliveries to postcodes IV, PH and KW and any U.K. Island. Orders placed via the web for these addresses will be subject to review and the Customer advised of any additional haulage charge. The Customer can either cancel the transaction and obtain a full refund of any monies paid or pay the additional haulage charge at which point the transaction will be instigated .
RETURNS AND REFUNDS:
No products will be accepted for return or refund made unless:
- They were found to have suffered damage in transit which was not clearly visible upon arrival. If visible on arrival the goods should be rejected and returned with the delivery driver. Any such claim must be made within 24 hours of arrival
- The goods are faulty. Full details of any such claim should be given within 48 hours of receipt. The Company, acting reasonably, will be the sole arbitrator of whether or not a product is faulty
AVAILABILITY OF STOCK:
If for any reason, a product is out of stock our customer service team will contact you to inform you of the new delivery date and/or offer a suitable replacement.
Unless otherwise displayed the goods offered by the Company on the web site are normally in the possession of the Company and ready for dispatch. However from time to time shortages of stock will occur and if the Company can not dispatch any goods within seven working days of the transaction being initiated the customer can cancel the order and obtain a full refund. No claims for consequential loss will be entertained, under any circumstances and are specifically included.
The Company may run special offers from time to time. Offers will be limited to one per customer unless stated otherwise. Multiple special offers cannot be used in conjunction with any other promotions or special offers unless stated otherwise. Money off vouchers will apply to the goods value only and cannot be used towards shipping. The Company reserves the right to cancel, refuse or withdraw any special offer without notice. Full terms & conditions of specific offers are available at request in writing.
FULL TERMS & CONDITIONS
Reference to “the Company” mean Kent Foods Limited (Registered Number SC 141654), Registered Office Albex House, Westpoint Business Park, 1 Marchfield Drive, Paisley, PA3 2RB and its successors and assignees.
References to “the Purchaser” means and includes any person, firm, corporation or other legal entity to whom the Company has agreed to supply goods or services.
Reference to “the Contract” means and includes any agreement, whether in writing or not, between the Company and the Purchaser for the supply of goods.
Reference to “Affiliated Company” means and includes any Company of which “the Purchaser” is affiliated to as defined in the Companies Act 1985.
2. OVER-RIDING PROVISIONS
a. Unless otherwise agreed by the Board of the Company and confirmed in writing by one of our Statutory Directors (i.e. registered at Companies House) all offers are accepted and all goods sold subject to and upon these Terms and Conditions of Sale.
b. The Company does not contract on buyer’s terms and conditions. Any acceptance or counter offer by a Purchaser will be on the Company’s terms and conditions and to the exclusion of all other Terms and Conditions including any such Terms and Conditions which the buyer may purport to apply under any purchase order, confirmation of order or similar document, whether signed or acknowledged by the Company or not.
c. All orders for goods shall be deemed to be on offer by the buyer to purchase goods pursuant to these Conditions.
d. No variation of a Contract shall be effective unless it is in writing, refers expressly to these Terms and Conditions and is signed by a Statutory Director of the Company.
e. All communications to and from the Company cannot be relied or founded upon unless in the English language.
a. The Company reserves the right to adjust such quoted prices to take account of additions to, or increases in the cost of labour, materials, services, transport and ancillary charges occurring between the date of the quotation and the date of delivery of the goods.
b. Unless otherwise stated all prices quoted are exclusive of VAT and any other applicable tax, duty or imposition. Any such tax or duty shall be added to the price and shall be payable by the Buyer to the Company. For the avoidance of doubt, any tax, duty or levy occurring after acceptance of an order by the company but before delivery and/or invoicing will be for the account of the Purchaser
a. Subject to the Terms and Conditions, acceptance of goods by the Purchaser shall be deemed to take place on delivery to their premises, or the premises of a party as directed by the Purchaser or collected by the Purchaser or their agent. Goods are not supplied on a “sale or return” basis.
b. Any delivery date quoted by the Company is an estimated date only and the Company shall not be liable for loss or damage attributable to any failure to meet such date.
c. Exchange delivery pallets of the equivalent quality to those on which the goods are delivered must be made available by the Purchaser at the time of delivery. Should such pallets not be made available the Company reserve the right to levy a charge on the Purchaser for such pallets at the then current market price for replacement of such pallets. This charge would be in addition to the agreed price of the goods.
d. If the Purchaser does not promptly discharge any products tendered by the company including but not limited to road tankers used to deliver liquid or powder goods to the Purchaser, the Purchaser shall indemnify the Company against any liability whatsoever, including, but not limited to, a liability to pay demurrage or similar payments owed to the owner/operator of the road tanker in respect of the consequent delay.
e. Unless otherwise specified and agreed any Contract for delivery over a period of time will assume call off of deliveries in equal quantities per month of the Contract period.
5. PAYMENT OF CONTAINERS
a. The Company shall be entitled to charge the Purchaser for crates, drums, boxes, cases, IBC’s, carboys or any other type of packaging where such packaging is used for transportation of the goods to the Purchaser or their Agents. Where the Company has indicated to the Purchaser that such packaging is returnable to the Company the Purchaser shall return the packaging to the Company in good condition within two months of delivery, carriage paid. All returnable packaging which is not returned to the Company in accordance with this provision or is not complete or in good condition will be invoiced at replacement cost with payment of any such invoice being due within 14 days of issue.
6. CLAIMS FOR LOSS, DAMAGE AND SHORTAGE
a. The Purchaser shall notify the Company and, if applicable, the carrier of any damage to or defect in the goods when the quantity of goods actually delivered varies from that stated on the Company’s delivery note or any other paperwork accompanying the delivery.
Such notification should be made by e-mail or fax at the time of delivery and the relevant details recorded on the delivery paperwork. In every case the Purchaser shall re-confirm in writing any such claim for shortage, damage or defect within 4 days of delivery of the goods.
7. PASSING OF RISK AND TITLE
a. Risk of loss of or damage to the goods shall pass to the Purchaser upon delivery to their premises or to a carrier or store designated by the Purchaser.
b. Notwithstanding that delivery of the goods has been made:
i. The goods shall remain the sole property of the Company as legal and equitable owner and the Company will have a lien on them until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
1. The goods: and
2. All other sums which are or which will become due to the Company by the Purchaser or any shareholder in the Purchaser, subsidiary or associate of the Purchaser.
ii. Until the Purchaser becomes the Owner of the goods, it shall:
1. Hold the goods on a fiduciary basis as the Company’s fiduciary agent and bailee,
2. Store the goods on its premises or on premises advised to the Company, at no cost to the Company, separately from its own goods or those of any other person and marked, at no cost to the Company, in such a way as to make the goods readily identifiable as the Company's property.
3. Not destroy, deface or obscure any identifying mark or packaging on or relating to the goods.
4. Maintain the goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company, and the Purchaser shall on request produce the policy of insurance to the Company.
iii. Until the Purchaser becomes the owner of the goods, the Purchaser may re-sell the goods solely on the following conditions:
1. Any sale shall be effected in the ordinary course of the Purchaser’s business at full market value and the Purchaser shall hold such part of the proceeds of sale as represent the amount owed by the Purchaser to the Company on behalf of the Company and the Purchaser shall account to the Company accordingly and shall keep all such proceeds separate from any money or property of the Purchaser or third parties, and
2. Any such sale shall be a sale of the Company's property on the Purchaser's own behalf and the Purchaser shall deal as principal when making such a sale,
c. Until the Purchaser becomes owner of the goods, the Company shall be entitled upon demand to the immediate return of the goods sold by the Company to the Purchaser.
d. The Purchaser may not pledge or in any way charge by way of security any goods, which remain the property of the Company.
e. The Purchaser's right to possession of the goods shall terminate immediately if:
1. the Purchaser has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Purchaser or notice of intention to appoint an administrator is given by the Purchaser or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Purchaser or for the granting of an administration order in respect of the Purchaser, or any proceedings are commenced relating to the insolvency or possible insolvency of the Purchase, or
2. the Purchaser suffers or allows any execution whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and the Purchaser, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Purchaser ceases to trade; or
3. the Company demands the return of all goods sold by the Company to the Purchaser, or the Purchaser encumbers or in any way charges any of the Goods.
4. The Company shall be entitled to recover payment for the goods notwithstanding that ownership of any goods has not passed from the Company.
5. The Purchaser authorises and grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where the Purchase's right to possession has terminated, to recover them.
6. Where the Company is unable to determine whether any goods are the goods in respect of which The Purchaser's right to possession has terminated, the Purchaser will be deemed to have sold all goods of the kind sold by the Company to the Purchaser in the order in which they were invoiced to the Purchaser.
7. On termination of the Contract, howsoever caused, the Company's (but not the Purchaser's) rights contained in this clause 7 will remain in effect.
a. Payment shall be made in full by the Purchaser to the Company without any deduction or set-off in accordance with the Terms agreed in writing between the Company and the buyer or in the absence of any such specific agreement within 28 days of the date of the invoice.
b. Any extension of credit to the Purchaser may be changed or withdrawn at any time by the Seller.
c. Without prejudice to any other right or remedy, the Company reserves the right immediately to suspend delivery of further supplies if:
i. the Purchaser fails to settle accounts in accordance with Condition (a); or
ii. there is any outstanding liability owing to it by the Purchaser; or;
iii. in the reasonable opinion of the Company the Purchaser will not be able, or will be unlikely to be able, to meet any existing or future commitment to the Company.
d. The Company reserves the right to charge interest at the rate of 1.5 (one point five) per cent per calendar month, or 6 (six) per cent per annum above the base rate for the time being of Bank of Scotland (whichever is the higher) compound monthly on sums unpaid after the due date. Interest shall be chargeable from the due date for payment to the date of actual payment.
e. Notwithstanding anything in the Terms and Conditions expressed or implied to the contrary, in the event of the Purchaser ceasing to take supplies from the Company (for whatever reason) or the Company ceasing to deliver supplies to the Purchaser (for whatever reason) then and in such circumstances all sums invoiced shall fall due for immediate payment.
9. PURCHASER’S INSOLVENCY, ETC
If: The Purchaser makes any voluntary arrangement with creditors or becomes subject to an administration order or a petition is presented or order made for the bankruptcy or (other than for the purposes of amalgamation or reconstruction) winding up of the Purchaser; or an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Purchaser; or
a. the Purchaser ceases, or threatens to cease, to carry on business; or
b. the Company reasonably believe that any of the events mentioned above is about to occur and notifies the Purchaser accordingly.
Then, without prejudice to any other right or remedy, the Company may cancel the Contract or suspend deliveries without any liability to the Purchaser and, if goods have been delivered but not paid for, the value of any such delivery shall become immediately due and payable notwithstanding any terms or agreement to the contrary.
The Company warrants that all goods supplied will be at the time of the delivery to the Purchaser, of the nature, substance and quality described and will comply in all respects with the Food Safety Act 1990 and any orders and regulations made thereunder and with all other applicable UK legislation for the time being in force provided that:
a. the goods have not been sold by the Company as being sub-standard and/or out with the normal specification for that product.
b. the Company’s liability to the Purchaser for breach of any condition, warranty or duty, whilst expressed here or implied by statute or common law and including any claim for negligence in so far as it is lawful to exclude liability therefore shall be limited to £10,000 (ten thousand pounds) in respect of any one claim or of claims in consequence of or attributable to the same occurrence or set of circumstances.
a. the Company does not confirm to the Purchaser that any goods supplied are suitable to mix with any other goods.
b. the Company will, upon request and provided that the goods are not being supplied as sub-standard, supply a specification for any products supplied. The issuing of such specifications is for guidance only and it is the Purchasers responsibility to ensure that all goods delivered meet with their requirements in all aspects.
12. PRODUCT INFORMATION
a. The Company may from time to time provide the Purchaser with product information such as specifications and other data including allergen and nutritional information. Any such information is provided strictly on the basis that, whilst it is given in good faith, no responsibility or liability for the correctness or otherwise of it is accepted and The Purchaser must not rely upon it.
13. FORCE MAJEURE/EXCEPTIONAL CIRCUMSTANCES BEYOND THE REASONABLE CONTROL OF THE COMPANY
a. To the extent that execution by the Company of any order is rendered impracticable by reason of Force Majeure (as hereinafter defined) or other exceptional circumstances beyond the reasonable control of the Company. The Company shall forthwith notify the Purchaser and thereupon and to that extent the parties shall be excused from further performance of the Contract and (where applicable) the price shall be adjusted pro rata.
b. In clause 8 (a) above “Force Majeure” means any cause affecting the performance of the Contract arising from or attributable to acts, events or circumstances beyond the reasonable control of the Company and (without limiting the generality of the foregoing) shall be deemed to include; strikes, lock outs or other industrial action (whether involving employees of the Company or a third party); civil commotion; riot; invasion; war; threat of or preparation for war; fire; explosion; radioactivity; storm; flood; earthquake; subsidence; epidemic or other natural physical disaster; acts or restraints of any government or local authority; import or export regulations or embargoes; difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery, failure by a Supplier to the Company to supply any goods, for whatever reason, on which the Company relies to honour its commitments.
14. INCORPORATION OF THIRD PARTY TERMS AND CONDITIONS OF SALES
a. The Company, in its absolute discretion and right may incorporate the Terms of Sale or Supply of any of its Suppliers in as much as the implementation of these Terms would impact in any way on the sale or supply of goods to be supplied by the Company to the Customer. The reliance on a Suppliers’ Terms and Conditions include but is not limited to the following:
i. Force majeure or exceptional circumstances.
ii. Intellectual property including the use of Trade Mark.
iii. Passing of risk and title.
iv. Product Recall.
Claims for loss, damage and shortage when the Supplier delivers on behalf of the Company.
a. Any indulgence granted by the Company to the Purchaser or any waiver by the Company of its rights under the Terms and Conditions in respect of any particular transaction or series of transactions shall not be deemed an agreement to confer the same indulgence or the waiver of the Company’s rights in respect of any further transaction(s).
16. SET OFF
a. The Purchaser acknowledges that in the event of the Purchaser’s insolvency or in such other circumstances as the Company may determine, sums owing to the Company may be set off in extinction or diminution of sums due to the Purchaser or an affiliated Company of the Purchaser by the Company.
a. If at any time any provision of the Terms and Conditions of Sale is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Terms and Conditions of Sale and the remainder of such provision shall continue to be valid and enforceable in full force and effect to the fullest extent permitted by law.
a. The construction, validity and performance of the Contract shall be governed by the Law of Scotland and the Purchaser irrevocably submits to the jurisdiction of the Scottish Courts. Claims by the Company against the Purchaser for non-payment in whole or in part of any sum due or other failure to honour their commitments may, however, at the option of the Company, be pursued in the appropriate Courts of the Jurisdiction in which the Purchaser is resident.