ABP UK EXPORTS TERMS AND CONDITIONS

ABP UK EXPORTS UNLIMITED TERMS AND CONDITIONS OF SALE

 

Your attention is drawn to clauses: 4.7 (Delays in delivery), 10 (Liability) and 19.2 (Exclusion of CISG)

  • 1. THE PARTIES

In these terms and conditions of sale (the “Conditions”): –

  1. 1.1 “The Company” shall mean ABP UK Exports Unlimited Company (Registration Number 162735) whose Registered Office is situated at 14 Castle Street, Ardee, Co Louth, A92f409, Ireland.
  2. 1.2 “The Purchaser” shall mean the individual, partnership, company or other person who purchases goods from the Company as set out in the Order (as defined below)..

  • 2. DEFINITIONS AND INTERPRETATION

Business Day: A day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Contract: The contract between the Company and the Purchaser for the sale of Company goods in accordance with these Conditions comprising these Conditions and the Order.

Losses: All liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).

  1. 2.1 A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.
  2. 2.2. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
  3. 2.3 A reference to writing or written includes email but excludes fax and any other methods of electronic communication.

  • 3. APPLICATION OF THESE CONDITIONS
    1. 3.1 Unless otherwise expressly agreed in writing by a Director or authorised executive of the Company, all goods are sold upon these Conditions and no other person or agent or representative of the Company has any authority to replace, vary or omit these Conditions or any part thereof. 
    2. 3.2 These Conditions supersede any previously issued terms and conditions of purchase or supply, or any terms and conditions printed on the Purchaser’s order forms.

  • 4. ORDERS
    1. 4.1 The Purchaser may place orders for goods (each an “Order” and together the “Orders”) from the Company either orally or in writing.
    2. 4.2 Each Order by the Purchaser to the Company shall be an offer to purchase goods specified in the Order subject to the Contract including these Conditions.
    3. 4.3 If the Company is unable to accept an Order, it will notify the Purchaser as soon as reasonably practicable.
    4. 4.4 The Company may accept or reject an Order at its discretion. The Company may set and vary credit limits from time to time and withhold all further supplies if the Purchaser exceeds such credit limit.
    5. 4.5 An Order shall not be accepted, and no binding obligation to supply the goods shall arise, until the earlier of:
      1. 4.5.1 the Company’s written confirmation of the Order; or
      2. 4.5.2 the Company’s issue of an invoice for the price of goods ordered; or
      3. 4.5.3 making the goods available for delivery to the Purchaser.
    6. 4.6 Rejection by the Company of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Purchaser.
    7. 4.7 Orders are accepted on the basis that the goods be supplied with all convenient speed. The Company shall not be responsible for Losses or third-party claims occasioned by the delay in completing an Order.

  • 5. DELIVERY
    1. 5.1 Unless otherwise expressly agreed by the parties, the supply of the goods shall be on an Ex Works-basis (EXW) at the location specified in the Order in accordance with Incoterms® 2020 as published by the International Chamber of Commerce.
    2. 5.2 Delivery shall take place at the time agreed between the parties in the Order. 
    3. 5.3 Delivery of the goods is complete when the goods are available for collection by the Company to the Purchaser, or its nominated carrier. When attempted delivery takes place during the Customer’s normal business hours at the agreed location, the goods shall be accepted and collected by the Purchaser.
    4. 5.4 The Company may deliver the goods in instalments. Any delay in delivery or defect in an instalment shall not entitle the Purchaser to cancel any other instalment.
    5. 5.5 The Purchaser shall not be entitled to reject a delivery of the goods on the basis that a lower volume of goods has been supplied.
    6. 5.6 Each delivery of goods shall be accompanied by a delivery note stating:
      1. 5.6.1 the date of the Order;
      2. 5.6.2 the product numbers, type and quantity of the goods in the instalment; and
      3. 5.6.3 any special handling instructions.

  • 6. PAYMENT AND INTEREST
    1. 6.1 The price for the goods shall be as set out in the Order or, where not set out in the Order, as otherwise agreed by the parties in writing. All prices are exclusive of VAT, or any other type of value added tax. The Company will issue each invoice corresponding to an Order either at the time the Company issues written acceptance of the Order, or, upon the Company making the goods available for collection to the Purchaser. All Company invoices must be paid within 28 days from the date of an invoice or as otherwise agreed by the parties in writing.
    2. 6.2 In the event of any amount due not being paid within the said 28 days, the Company shall be entitled to charge interest on the unpaid amount at rate of 4% per annum above the Barclays Bank plc base rate  (or at 4% when such base rate is 0) from time to time on all outstanding amounts such interest to accrue from day to day. The right of the Company to charge interest under this clause shall be without prejudice to any rights or remedies that the Company may have under the Contract or in law.

  • 7. RESERVATION OF TITLE AND RISK
    1. 7.1 The goods shall remain the property of the Company until the relevant invoice has been paid in full. The Company shall be entitled to maintain any action for the price of the goods supplied as soon as payment falls due. For goods paid in advance, title to the goods shall pass on completion of delivery. 
    2. 7.2 Subject to the provisions of this clause and notwithstanding that the property in the goods has not passed to the Purchaser, the Purchaser may resell the goods supplied in the ordinary course of its business.
    3. 7.3 Where the Purchaser resells the goods before title thereto has passed: –

7.3.1 it does so as principal and not as the Company’s agent; and

7.3.2 title to the goods shall pass from the Company to the Purchaser immediately before the time at which resale by the Purchaser occurs.

  1. 7.4 The goods shall be at the risk of the Purchaser from completion of delivery to the Purchaser notwithstanding that the property in the goods shall not have passed to the Purchaser.
  2. 7.5 Reservation of title provisions shall not entitle the Purchaser to return the goods and refuse or delay payment on the grounds that the property has not yet passed.

  • 8. CLAIMS
  • 8.1 The Purchaser shall be under an obligation to examine and inspect the goods upon delivery for conformity with any specification, correct weight, defects to and/or loss or damage to the same.
    1. 8.2 Claims arising from defects (or partial loss of goods in transit where applicable), must be notified to the Company immediately on receipt of the goods by telephone or email, and confirmed in writing to the Company and the carrier, so as to reach them within 3 days of delivery otherwise goods shall be deemed to have been accepted by the Purchaser as being in good order and in conformity with the Contract. 
    2. 8.3 Acceptance of notification of claim should not be construed as admission of liability.

  • 9. CONFIDENTIALITY
    1. 9.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 9.2.
    2. 9.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 9.3 No party may use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

  • 10. LIABILITY
    1. 10.1 Where goods are defective for any reason, including negligence, the Company’s liability (if any) shall be limited to, at the Company’s discretion: (a) a refund of the price for the goods if paid in advance, or (b) rectifying such defects by way of replacement, provided that: –
      1. 10.1.1 The aforesaid obligations on the Company shall not extend to defects caused by the Purchaser’s or a third party’s willful damage, the Purchaser’s or a third party’s negligence (other than by employees or agents of the Company), incorrect storage or application movement by the Purchaser, its agents or subcontractors, or defects caused by fair wear and tear; and
      2. 10.1.2 If required by the Company and at the Purchaser’s cost, the goods shall be returned within three days of notification of the defect packaged and transported in accordance with the Company’s requirements. 
    2. 10.2 The provisions of these Conditions shall apply to goods that are replaced with effect from the date of delivery of the replaced goods.
    3. 10.3 Save as herein set out and save for breach of the Company’s statutorily implied undertakings as to title all express or implied conditions (including the conditions implied by sections 13–15 of the Sale of Goods Act 1979), representations or warranties as to description, quality or fitness of the goods or otherwise are expressly excluded to the extent permitted by law.
    4. 10.4 Subject to clauses 10.1 and 10.7, the Supplier’s total liability (whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) under the Contract shall not exceed the sum of £1,000,000 or, where available, such greater figure as from time to time the limit of liability laid down by the Company’s insurers in respect of such claims per event or series of events arising from the same cause provided that the Company shall not be liable for any consequential or indirect loss or loss of profits or of contract whatsoever.
    5. 10.5 During the term of the Contract the Purchaser shall maintain in force, with a reputable insurance company, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, or any contract with third parties in relation to the goods ordered, and shall produce to the Company on demand evidence confirming relevant insurance policies are in place and the receipt for the then current premiums.
    6. 10.6 Subject to clause 10.7, the Purchaser shall indemnify the Company against all Losses incurred by the Company as a result of any claim by a third party for damage to property or otherwise arising out of or in connection with defective goods supplied by the Company, to the extent that the damage or defect is attributable to the acts or omissions of the Purchaser.
    7. 10.7 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of a) death or personal injury caused by negligence; b) fraud or fraudulent misrepresentation; or c) any other losses which cannot be excluded or limited by applicable law.

  • 11. TERM AND TERMINATION
    1. 11.1 The Contract is entered on the acceptance of the Order by the Company in accordance with clause 4.5.
    2. 11.2 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Purchaser if:
      1. 11.2.1 the Purchaser commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of it being notified in writing to do so;
      2. 11.2.2 the Purchaser takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. 11.2.3 the Purchaser suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. 11.2.4 the Purchaser’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
    3. 11.3 Without limiting its other rights or remedies, the Company may suspend supply of the goods under the Contract or any other contract between the Purchaser and the Company if the Purchaser becomes subject to any of the events listed in clause 11.2.2 to clause 11.2.4, or the Company reasonably believes that the Purchaser is about to become subject to any of them, or if the Purchaser fails to pay any amount due under this Contract on the due date for payment.
    4. 11.4  Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Purchaser if the Purchaser fails to pay any amount due under the Contract on the due date for payment.
    5. 11.5 On termination of the Contract for any reason the Purchaser shall immediately pay to the Company, all the Company’s unpaid invoices and interest and, in respect of goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which the Purchaser shall pay immediately on receipt.
    6. 11.6 Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

  • 12. VETERINARY, HEALTH AND REGULATORY REQUIREMENTS

All goods supplied by the Company to the Purchaser are warranted to comply with all applicable UK regulations but if any other approval, license, certificate or consent of any Government or other authority shall become necessary for the sale or delivery of the goods, unless otherwise agreed by the parties in writing, the Purchaser shall be solely responsible for obtaining the same and shall indemnify the Company against all Losses suffered by the Company as a result of claims or failure by the Purchaser to obtain such approval, license, certificate or consent.

  • 13. FORCE MAJEURE
    1. 13.1 For the purposes of this clause 13, Force Majeure shall mean an event or sequence of events beyond the Company’s reasonable control preventing or delaying it from performing its obligations under the Contract including without limitation an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving the Company’s or its suppliers’ workforce.
    2. 13.2 The Company shall have no liability under or be deemed to be in breach of the Contract for any delays or failures in performance of an Order which result from Force Majeure. The Company will endeavor to notify the Purchaser as soon as possible when such an event causes a delay or failure in performance and when it ceases to do so. The Company has the right to cancel or vary an Order if it is unable to perform the Order as a result of Force Majeure.

  • 14. SET-OFF

The Company shall be entitled (and the Purchaser hereby irrevocably authorises the Company to do so) to apply any amount due from the Company to the Purchaser under the Contract or any other contract in settlement of any amount due from the Purchaser to the Company under this Contract.

  • 15. VARIATION

No variation to these Conditions or to an Order or to a Contract shall be binding unless expressly agreed in writing and executed by a Director or authorised executive of the Company and the Purchaser respectively.

  • 16. CONFLICTS

If there is a conflict between the terms contained in different constituent parts of the Contract, the provisions in a part higher in the list below shall take precedence over the provisions of a part lower in the list:

  1. These Conditions;
  2. Any Schedules or annexes to these Conditions; and
  3. The Order.

  • 17. RELATIONSHIP OF THE PARTIES

The parties are independent persons and are not partners, principal and agent, or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

  • 18. THIRD PARTY RIGHTS

A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

  • 19. LAW AND JURISDICTION
    1. 19.1 These Conditions and all other express (or implied) terms of any contract with the Company which incorporate these Conditions shall be governed and construed in accordance with the laws of England (which shall be the proper law of the Contract). 
    2. 19.2 Exclusion of CISG. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement and is hereby expressly and unequivocally excluded.
    3. 19.3 All disputes (including any question of law arising in connection therewith) from time to time arising out of or under any contract incorporating these Conditions shall be subject to the exclusive jurisdiction of the English Courts, or elsewhere at the sole discretion of the Company.

  • 20. SEVERANCE AND WAIVER
    1. 20.1 In the event of any part of these Conditions or the Contract being ineffective for any reason, the remainder thereof shall constitute the conditions binding upon the parties.
    2. 20.2 Failure and neglect by the Company to enforce at any time any of the provisions hereof or of the Contract shall not be construed as nor deemed to be a waiver of the Company’s rights in contract, tort or otherwise, nor shall such failure or neglect in any way affect the validity of the whole or any part of these Conditions or the Contract and the Company’s right to take subsequent action shall not be prejudiced thereby.

  • 21. NOTICES
    1. 21.1 Any notice given by a party under these Conditions shall:
      1. 21.1.1 be in writing and in English; 
      2. 21.1.2 be sent to the Purchaser at its registered address if any, or its business address as notified to the Company or the email of the Purchaser contact placing the Order; and
      3. 21.1.3 be sent to the Company at the address above, or, at the following email info@abpbeef.com.
    2. Notices may be given, and are deemed received:
      1. 21.2.1 by hand: on receipt of a signature at the time of delivery;
      2. 21.2.2 by recorded signed for post for notices delivered within the UK: at 9.00 am on the second Business Day after posting;
      3. 21.2.3 by international tracked and signed post: at 9.00 am on the 4th Business Day after posting; and 
      4. 21.2.4 by email on receipt of a delivery email from the correct address.
    3. 21.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 21.1.