Landauer Seafoods Division Sales Terms & Conditions
1. TERMS AND CONDITIONS.
In these Terms and Conditions the following words
shall have the following meaning:
Company means Landauer Limited
Customer means the person, firm or
company placing an Order with the Company.
Contract means any agreement between
the Company and the Customer for the supply of the Goods as evidenced by the
Delivery as set out in Clause 4.
Goods means the products that the
Company has agreed to supply and the Customer has agreed to purchase.
Order means a request by the
Customer to purchase Goods from the Company.
Purchase Price means the price
agreed between the Company and the Customer for the Goods as evidenced by the
Sales Confirmation means the Companys written
confirmation of the Customers order of Goods.
Neither the employees of the Company nor the
employees of the Customer shall have the right to vary these Terms and
Conditions unless such variation is in writing and signed by a Director or
Principal of both parties.
3. ACCEPTANCE AND CONTRACTS.
3.1 Acceptance of a Contract with the Company shall be conclusive
evidence of acceptance of these Terms and Conditions by the Customer, to the
exclusion of all other terms and conditions.
If there is any conflict between these Terms and Conditions and the
Sales Confirmation, the terms of the Sales Confirmation will prevail.
3.2 Quotations and estimates given by the Company are not offers to sell. The Order, howsoever placed, constitutes an offer by the Customer to purchase Goods from the Company in accordance with these Terms and Conditions.
3.3 The Company reserves the right to accept or refuse any Order at its sole discretion. Where an Order is accepted by the Company, it is accepted subject to the availability of the Goods which are the subject of the order.
3.4 An Order is not accepted and a Contract will not become binding on the Company until the Company has confirmed that the quantity required by the Customer is available and is to the required quality and specifications.
4.1 Where goods are sold on CIF terms, risk in the Goods passes to the
Customer and Delivery is deemed complete when Goods pass the ships rail at the
port of shipment.
4.2 Where goods are sold on ex-store terms, risk in the Goods passes to
the Customer and Delivery is deemed complete when the Company places the Goods
at the Customers disposal for collection.
4.3 Where goods are sold on DPP
terms, risk in the Goods passes to the Customer and Delivery is deemed complete
when the Goods are unloaded at the named place of destination.
4.4 Notwithstanding anything else herein, all Goods, unless otherwise
specified in the Sales Confirmation, will be deemed to have been sold ex-store.
4.5 While the Company will endeavour to deliver the Goods by any date or
within any period agreed upon, such dates and periods are estimates only given
in good faith, and the Company will not be liable for any failure to deliver by
such a date or within such a period, howsoever caused. Moreover, the Company
shall be entitled to defer Delivery until any monies due from the Customer have
4.6 Where goods are sold ex store, the parties may agree (subject to
credit insurance) that the Company will arrange physical delivery from ex-store
to the Customers chosen location at the Customers sole risk. In those circumstances, the Company may at
its own discretion make a charge for any physical delivery it undertakes or any
freight and/or carriers' charges incurred in physically delivering the Goods,
any carrier being deemed an agent of the Customer.
5. STORAGE CHARGES.
The Customer shall pay the Company's storage charges from the first
Monday following conclusion of a Contract, at the rates prevailing at the time
when the storage at the expense of the Customer commences.
Quality of the
Goods shall be as specified at the time when the Contract becomes binding. If actual
quality of the Goods differs from the quality specified in the Contract, the
Contract shall not be avoided thereby but the Company may in its absolute
discretion give an appropriate refund to the Customer.
7. TERMS OF PAYMENT AND RETENTION OF TITLE.
7.1 Unless otherwise agreed payment shall be due net cash thirty days after Delivery in accordance with Clause 4.1. The time for payment shall be of the essence of the Contract.
7.2 The following provisions shall apply to all Goods which under the Contract the Company agrees to supply to the Customer. No failure by the Company to enforce strict compliance by the Customer with such provisions shall constitute a waiver thereof and no termination of the Contract shall prejudice limit or extinguish the Company's rights under this paragraph.
7.2.1 Upon Delivery of the Goods the Customer shall hold the Goods solely as bailee for the Company and the Goods shall remain the property of the Company until such time as the Customer shall have paid to the Company all sums of money due and owing to the Company. Until such time the Company shall be entitled to recover the Goods or any part thereof and for the purpose of exercising such rights the Company, its Employees and Agents with appropriate transport may enter upon the Customer's premises and any other location where the Goods are situated.
7.2.2 The Customer is hereby Licensed to sell on the Goods. The Customer shall immediately upon receipt of the proceeds of sale and whether or not payment has become due under paragraph 7(a) hereof remit to the Company the full Purchase Price of the Goods sold less any part thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for the Company.
7.2.3 The Customer shall maintain all appropriate insurance in respect of the Goods from the date or dates on which the risk therein passes to him which unless otherwise agreed shall be on Delivery in accordance with Clause 4. In the event of any loss or damage occurring while the Goods remain the property of the Company the Customer shall either on the date that payment becomes due under sub-Clause (a) hereof or, if it is already due immediately remit to the Company the full Purchase Price of the Goods lost or damaged less any part hereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for the Company.
7.2.4 The licence granted under sub-paragraph 7.2.2 above shall be terminated forthwith at any time upon notice by the Company to the Customer.
7.2.5 The Customer is hereby licensed to incorporate the Goods into any other goods produced and/or sold by the Customer.
Interest shall be charged on all accounts which have become due and payable at the rate of ½ percent per month compounded with monthly rests from the time payment became due until the time of actual payment whether before or after any proceedings have been commenced.
9. CARRIAGE BY SEA.
When Goods are
shipped by sea to the Customer and sold on a carriage and freight basis only it
will be the responsibility of the Customer to arrange the appropriate insurance
and make any claims to the Insurance Company covering shipment of the Goods
should a claim arise. The Company shall not be under any obligation to give any
notice to the Buyer as required by section 32(3) of the Sale of Goods Act 1979
or any amendments or revisions thereto.
10. CLAIMS FOR DAMAGE OR SHORTAGE.
10.1 Written notice
of claim for damage and/or shortage and/or that the Goods are not in accordance
with the Contract must be given to the Company in writing within 14 days of physical
delivery or collection by the Customer
10.2 If the
Customer fails to give such notice of claim then the Goods forming the subject
of the Contract shall be deemed to be in all respects in accordance with the
terms of the Contract and the Customer shall be bound to accept and pay for the
same. Any claim shall be deemed waived
and absolutely barred and the Company shall be discharged of all liability
whatsoever and howsoever arising.
prejudice to the foregoing, the Company has the right to inspect any Goods in
respect of which the Customer alleges damage and/or shortage. Upon receiving a notice of claim, the Company
may give notice to the Customer, requiring that the Customer, preserves the
Goods and makes them available for inspection on demand at any reasonable time
or times by the Company and/or its representatives, failing which any claim
shall be deemed waived and absolutely barred and the Company shall be
discharged of all liability whatsoever and howsoever arising.
10.4 The Customer
shall be responsible for ensuring that the Goods are handled and stored in
accordance with the Company's instructions for proper storage and use.
10.5 In the event
that the Company accept any claim for damage and/or shortage and/or that the
Goods are not in accordance with the Contract, the Customer must make the Goods
available for collection by the Company, failing which
11. OTHER CLAIMS
11.1 In all other
cases, written notice of claim must be given to the Company in writing within
 days of physical delivery or collection by the Customer.
11.2 If the
Customer fails to give such notice of claim, the claim shall be deemed waived
and absolutely barred and the Company shall be discharged of all liability
whatsoever and howsoever arising.
12. LIMITATION OF
12.1 The Company
shall under no circumstances whatsoever be liable to the Customer, whether in
contract, tort (including negligence), breach of statutory duty,
misrepresentation or otherwise, for:
12.1.1 any loss
caused by inherent vice of the Goods including the natural alteration of the
weight from the date of packaging to the
date of physical delivery or collection; and/or
12.1.2 any damage
or loss of any kind other than personal injury or death attributable to defects
in the Goods accepted or deemed to have been accepted by the Customer. The
Customer shall keep the Company indemnified against any claims loss proceedings
and expenses arising out of such injury damage or loss and/or
12.1.3 any indirect
or consequential loss from any cause whatsoever and howsoever arising; and/or
12.1.4 Save as
hereinbefore provided and subject to the provisions of Section 2 (i) of the
Unfair Contact Terms Act 1977 or any amendments or revisions thereto the
Company shall not be liable to the Customer for any damage or for any direct or
indirect or consequential loss incurred by the Customer in consequence of any
negligence on the part of the Company or negligence or wilful default on the
part of its servants or agents in or in connection with the supply of any Goods
or the design or manufacture thereof or in the carrying out of any work.
12.2 In any event, the
Companys liability to the Customer for damage and/or shortage and/or any claim
that the Goods are not in accordance with the Contract, shall be limited to the
Purchase Price of the Goods, subject to the following:
12.2.1 Written notice
of claim shall have been given by the Customer to the Company in accordance
with Clause 10.1;
12.2.2 the Company
shall have been given the opportunity to examine the Goods in accordance with
Clause 10.3; and/or
12.2.3 Where any
claim is accepted by the Company, the Customer shall have made the Goods
available for collection by the Company.
12.3 In any event, the
Companys liability to the Customer for any other claim, howsoever arising, shall
be limited to the Purchase Price of the Goods, subject to written notice of
claim having been given by the Customer to the Company in accordance with
13. FORCE MAJEURE.
The Company shall
not be liable for failure to perform this Contract or for the loss or damage of
the Goods or for any delay if caused by any event beyond the Company's control.
Without prejudice to the generality of the foregoing, examples of force majeure
are strikes, lock-out, blocking of export or import, war, warlike operations,
all hostilities, civil strife, insurrection or piracy, confiscation, act of God
or action of any government and any act or occurrence whatsoever beyond the
control of the Company.
14.1 The Company
may at its own discretion defer or cancel any further deliveries and treat the
Contract of which these Terms and Conditions form part as determined but
without prejudice to the right to the full Purchase Price for Goods delivered
and damage for any loss suffered in consequence of such cancellation and or
determination, in the following circumstances:
14.1.1 The Customer
fails to make any payment when it becomes due or enters into any composition or
any arrangement with his creditors or if being an incorporated company shall
have an administrative receiver or administrator appointed or shall cease
trading or pass a resolution for winding up or a Court shall make an order to
that effect or if there shall be any breach by the Customer of any of the Terms
and Conditions hereof, or
Companys insurer withdraws the credit limit for the Customer.
14.2 In the event of an increase in price and/or
freight costs by the supplier of more than 5%, the Company shall seek the
Customers agreement to a corresponding increase to the Purchase Price. In the
event that the parties cannot agree a corresponding increase to the Purchase
Price, the Company has the right to cancel the Contract
14.2 The Customer
shall make good all losses that the Company may suffer as a result of
cancellation, howsoever arising.
15. SUBJECT TO
All Contracts made
by the Company with its Customers are subject to fishing and availability and
supply of the Goods. The Company has the
right to increase the Purchase Price by up to 5%, in the event of a
corresponding change in price and/or freight costs by the supplier, and on
giving written notice to the Customer.
The Company shall have
a general lien on the Goods and all property of the Customer within its control
for the payments of all debts accrued due or accruing due to it on any account
between the parties and shall be entitled to sell the Goods accordingly.
Clauses are to clauses of these Terms and Conditions. Headings are for
convenience only and do not affect the interpretation of these Terms and
Conditions. A reference to any statute or statutory provision shall be
construed as a reference to the same as it may have been, or may from time to
time be, amended, modified or re-enacted.
If at any time any
Term or Condition or any part thereof (in this Clause called the offending
provision) contained in Terms and Conditions shall be declared or become
unenforceable, invalid or illegal for any reason whatsoever, the other Terms
and Conditions or parts thereof shall remain in full force and effect as if
these Terms and Conditions had been entered into without the offending
provision appearing herein and their legality, validity or enforceability shall
not be affected or impaired. The Company
and the Customer agree to substitute if possible for such offending provision a
new provision as agreed between the Company and the Customer which serves the
purpose of the offending provision to the fullest possible legal extent.
20. LAW AND
20.1 Any dispute
arising out of or in connections with these Terms and Conditions shall be
governed by and construed in accordance with English law and shall be referred
to arbitration in London in accordance with the Arbitration Act 1996 or any
statutory modification or re-enactment thereof for the time being in
force. Unless the parties agree upon a
sole arbitrator, one arbitrator shall be appointed by each party and the
arbitrators so appointed shall appoint a third arbitrator, the decision of the
three-man tribunal thus constituted or any two of them, shall be final. On the
receipt by one party of the nomination in writing of the other partys
arbitrator, that party shall appoint their arbitrator within fourteen days,
failing which the decision of the single arbitrator appointed shall be final.
For disputes where the total amount claimed by either party does not exceed
[USD 50,000] the arbitration shall be conducted in accordance with the Small
Claims Procedure of the London Maritime Arbitrators Association.
20.2 Notwithstanding the above and solely for the benefit of the Company, it is
further agreed that the Company has the right to proceed against the Customer
in such jurisdiction as the Company in its sole discretion sees fit for the
purposes of securing payment of any amounts due to the Company from the
Customer or to exercise any rights hereunder.
21. ANTI-BRIBERY AND CORRUPTION
21.1 The Customer represents,
warrants and undertakes that it nor any member of its organization has
committed any breach and shall at all times comply with all laws, rules and
regulations applicable to the Company and/or the Customer relating to bribery,
corruption and money laundering, including the Bribery Act 2010 (UK) (as
amended from time to time) and have procedures in place that are, to the best of
its knowledge, designed to prevent the commission of any offence under such
legislation by any member of its organization or by any person providing
services for it or on its behalf.
21.2 The Customer represents and
warrants that it has neither paid nor received a bribe or made a corrupt
payment, whether directly or indirectly, in connection with these Terms and
21.3 The Customer shall promptly
notify the Company if, at any time during the term of these Terms and
Conditions, its circumstances, knowledge or awareness changes such that it
would not be able to repeat the representations and warranties set out in
Clause 21.1 and/or Clause 21.2
21.4 In the event the Customer
is in breach of this Clause 21, the Company may terminate the Contract and the
Company shall not be liable to the Customer for any losses, claims, costs,
expenses, damages or liabilities arising in connection with any such
21.5 To the full extent
permitted by applicable law, the Buyer shall indemnify the Company against any
and all costs, expenses, losses and liabilities it incurs as a result of the
Buyer being in breach of its obligations under this Clause 21.
The failure by any party to the
Contract to enforce any right against any other party shall not be construed as
a waiver of that right or in any way affect the validity of the Contract. In particular, the granting by the Company of
any additional time to make payment or the waiving of any interest or other
charge shall not prevent the Company at any time thereafter from relying upon
its strict contractual rights.