MEATSUPPLY LTD TERMS & CONDITIONS OF SALE

By placing an Order with Meatsupply Ltd, the Buyer confirms that it has read, understood and agreed to our Terms and Conditions.

All Goods supplied on credit remain the property of Meatsupply Ltd until payment has been received in full in cleared funds, subject to the Retention of Title provisions below.

Overdue accounts may result in suspension of further deliveries, withdrawal of credit facilities, recovery action, statutory interest and applicable debt-recovery costs.

1.1 In these Terms and Conditions:

“Seller” means Meatsupply Ltd.

“Buyer” means the person, company or other legal entity purchasing Goods from the Seller.

“Goods” means all meat, poultry, animal products, food products, frozen products, chilled products, processed products, packaging and any other goods supplied by the Seller.

“Contract” means the contract between the Seller and Buyer for the sale and purchase of Goods incorporating these Terms and Conditions.

“Order” means an order placed by the Buyer for Goods.

“Delivery” means delivery of the Goods to the address agreed between the Seller and Buyer.

2.1 These Terms and Conditions apply to every sale of Goods by the Seller to the Buyer unless expressly agreed otherwise in writing by a director of the Seller.

2.2 Any quotation, price list or offer issued by the Seller is subject to availability and may be withdrawn or amended at any time before acceptance.

2.3 An Order placed by the Buyer constitutes an offer to purchase Goods subject to these Terms and Conditions.

2.4 Acceptance of an Order by the Seller, commencement of preparation of the Goods, dispatch of the Goods or delivery of the Goods shall constitute acceptance of the Contract.

2.5 The Buyer acknowledges that these Terms and Conditions shall take precedence over any terms contained in the Buyer's purchase order or other documentation unless expressly agreed otherwise in writing by the Seller.

3.1 Unless expressly stated otherwise, all prices are exclusive of VAT.

3.2 The Seller reserves the right to amend prices before delivery where there has been a material increase in the cost of the Goods, transportation, import costs, duties, exchange rates or other costs outside the Seller's reasonable control.

3.3 Unless otherwise agreed in writing, delivery and transportation charges may be added to the price of the Goods.

3.4 Any quoted price is subject to availability and confirmation by the Seller.

4.1 Unless otherwise agreed in writing, payment shall be made in full within the credit period stated on the Seller's invoice.

4.2 The Seller may, at its absolute discretion, require payment in advance, payment on delivery or payment by cleared funds.

4.3 The Seller may withdraw or reduce any credit facility at any time.

4.4 The Seller may require the Buyer to provide satisfactory credit references, guarantees or other security before supplying Goods on credit.

4.5 The Buyer shall not withhold, delay or set off any payment due to the Seller because of any alleged claim, dispute or counterclaim unless the Seller has expressly agreed otherwise in writing.

5.1 If any invoice remains unpaid after its due date, the Seller may:

(a) suspend or cancel further deliveries;

(b) withdraw the Buyer's credit facility;

(c) require payment of all outstanding invoices immediately;

(d) charge statutory interest on overdue commercial debts at the applicable statutory rate;

(e) recover any applicable statutory fixed compensation for recovery costs; and

(f) recover any additional reasonable costs incurred in recovering overdue sums to the extent permitted by law.

5.2 The Seller may also charge contractual interest at any rate expressly agreed with the Buyer, provided that such rate is lawful and enforceable.

5.3 Interest shall continue to accrue until the outstanding balance is paid in full.

6.1 Any credit limit granted to the Buyer is entirely at the Seller's discretion.

6.2 The Seller may reduce, suspend or withdraw a credit limit without notice where it reasonably considers that the Buyer's financial position or payment history creates a credit risk.

6.3 The Buyer shall immediately notify the Seller of any material deterioration in its financial position.

7.1 Any delivery date or time provided by the Seller is an estimate unless expressly agreed in writing as a guaranteed delivery time.

7.2 The Seller shall not be liable for delays caused by circumstances beyond its reasonable control.

7.3 The Buyer shall ensure that suitable access is available for delivery and that an authorised person is available to receive the Goods.

7.4 Where delivery is delayed because the Buyer is unable or unwilling to accept the Goods, the Seller may charge reasonable additional transportation, storage, handling or disposal costs.

8.1 Risk in the Goods shall pass to the Buyer upon delivery.

8.2 Where the Buyer collects the Goods, risk shall pass when the Goods leave the Seller's premises.

8.3 Where delivery is attempted but cannot be completed due to circumstances attributable to the Buyer, risk shall pass when delivery was first attempted.

8.4 The Buyer shall thereafter be responsible for appropriate storage, refrigeration, freezing, handling and security of the Goods.

9.1 The Buyer shall inspect the Goods immediately upon delivery.

9.2 Any shortage, visible damage, incorrect Goods or obvious defect must be notified to the Seller immediately and, where reasonably practicable, recorded on the delivery documentation.

9.3 Any claim relating to an apparent defect or shortage must be notified to the Seller within 24 hours of delivery.

9.4 Any claim relating to a concealed defect must be notified to the Seller promptly after discovery and, where reasonably practicable, within 48 hours.

9.5 The Buyer shall provide photographs, batch numbers, delivery details and any other reasonable evidence requested by the Seller.

9.6 The Buyer shall not dispose of, destroy, process, sell or otherwise alter disputed Goods without first giving the Seller a reasonable opportunity to inspect them, unless required by law or food-safety requirements.

10.1 The Buyer acknowledges that many Goods supplied by the Seller are perishable and temperature-sensitive.

10.2 The Buyer shall ensure that chilled and frozen Goods are transferred promptly into appropriate temperature-controlled storage following delivery.

10.3 The Buyer shall comply with all applicable food-safety, hygiene, storage and temperature-control requirements.

10.4 The Seller shall not be responsible for deterioration occurring after delivery where such deterioration results from inadequate storage, handling, refrigeration, freezing, transportation or other acts or omissions of the Buyer.

10.5 Where the Buyer rejects Goods without reasonable grounds, the Buyer shall be responsible for any reasonable costs incurred by the Seller in returning, storing, handling or disposing of the Goods.

11.1 Product specifications, weights, grades, origins, brands and descriptions shall be those stated by the Seller or agreed with the Buyer.

11.2 Reasonable variations in weight, packaging or appearance shall not constitute a breach where such variations arise from the nature of the Goods or normal commercial tolerances.

11.3 Where Goods are sold by weight, the Seller's recorded weight shall be conclusive unless the Buyer provides reasonable evidence of an error.

12.1 Legal and beneficial title to the Goods shall remain with the Seller until the Seller has received payment in full in cleared funds for:

(a) the Goods supplied under the relevant invoice; and

(b) all other sums whatsoever due and owing by the Buyer to the Seller.

12.2 Until title passes, the Buyer shall hold the Goods as fiduciary agent and bailee for the Seller.

12.3 The Buyer shall, where reasonably practicable, keep unpaid Goods separately identifiable and shall not pledge, charge, mortgage or otherwise encumber them.

12.4 Risk shall nevertheless pass to the Buyer in accordance with clause 8.

12.5 If the Buyer fails to pay any amount when due, becomes insolvent, enters administration, liquidation, receivership or any similar process, ceases trading, or the Seller reasonably believes that the Buyer is unable to pay its debts, the Seller may require immediate return of all Goods in which title remains vested in the Seller.

12.6 The Buyer authorises the Seller, subject to applicable law, to enter premises where such Goods are reasonably believed to be located for the purpose of identifying and recovering them.

12.7 The Buyer may resell Goods in the ordinary course of business before payment, provided that it does so at full market value and holds the identifiable proceeds of such sale for the Seller to the extent permitted by law.

12.8 If Goods are processed, altered, mixed or incorporated into other products before payment, the Seller shall, to the fullest extent permitted by law, retain an interest in the resulting products and identifiable proceeds proportionate to the value of the unpaid Goods.

12.9 Recovery of Goods by the Seller shall not prevent the Seller from pursuing the Buyer for any outstanding balance.

13.1 The Seller may immediately suspend further deliveries where:

(a) an invoice is overdue;

(b) the Buyer exceeds its credit limit;

(c) the Buyer has breached these Terms and Conditions;

(d) the Seller reasonably believes that payment is at risk; or

(e) an insolvency event occurs.

13.2 The Seller shall not be liable for any losses suffered by the Buyer as a result of a lawful suspension of supply.

14.1 An Order may not be cancelled by the Buyer after acceptance without the Seller's prior written agreement.

14.2 Where the Seller agrees to cancellation, the Buyer shall reimburse the Seller for all reasonable costs and losses arising from the cancellation, including preparation, transportation, storage and disposal costs.

14.3 Perishable, specially ordered, imported, customised or non-standard Goods may not be cancellable once the Seller has committed to purchase or prepare them.

15.1 Nothing in these Terms and Conditions shall exclude or restrict liability to the extent that such liability cannot lawfully be excluded or restricted.

15.2 Subject to clause 15.1, the Seller shall not be liable for indirect or consequential loss, loss of profit, loss of revenue, loss of business, loss of goodwill or loss of anticipated savings.

15.3 Subject to clause 15.1, the Seller's total liability arising from any Contract shall not exceed the net price paid for the specific Goods giving rise to the claim.

15.4 The Buyer acknowledges that the limitations in this clause reflect the commercial allocation of risk between the parties.

16.1 The Buyer shall indemnify the Seller against losses, claims, costs and expenses arising from:

(a) improper storage or handling of Goods after delivery;

(b) unauthorised alteration, processing or relabelling of Goods;

(c) the Buyer's failure to comply with applicable food-safety requirements;

(d) the Buyer's resale or use of the Goods contrary to applicable law or the Seller's instructions; or

(e) any negligent or unlawful act or omission by the Buyer.

17.1 The Buyer shall maintain appropriate records relating to the receipt, storage, handling and onward sale of Goods.

17.2 The Buyer shall maintain traceability records sufficient to identify relevant batches, delivery dates and customers where required by law.

17.3 Where a product recall or food-safety issue arises, the Buyer shall cooperate fully with the Seller and any relevant authority.

17.4 The Buyer shall not knowingly remove or alter batch codes, identification marks, labels or traceability information.

18.1 The Seller shall not be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including:

(a) supplier failure;

(b) transport disruption;

(c) industrial action;

(d) fire, flood, extreme weather or natural disaster;

(e) disease outbreak or epidemic;

(f) government action;

(g) import or export restrictions;

(h) shortage of raw materials;

(i) refrigeration or power failure outside the Seller's reasonable control; or

(j) any other event beyond the Seller's reasonable control.

18.2 The Seller may cancel, suspend or vary affected deliveries where such circumstances continue.

19.1 The Seller may terminate the Contract immediately by written notice if the Buyer commits a material breach and, where capable of remedy, fails to remedy that breach within a reasonable period.

19.2 The Seller may terminate immediately upon an insolvency event.

19.3 Termination shall not affect any rights or liabilities accrued before termination.

20.1 The Buyer shall keep confidential all commercially sensitive information supplied by the Seller, including pricing, supplier information, customer information and trading arrangements.

21.1 Each party shall comply with applicable data-protection legislation in relation to personal data processed in connection with the Contract.

22.1 The Buyer may not assign, transfer or otherwise dispose of any rights or obligations under the Contract without the Seller's prior written consent.

22.2 The Seller may assign or transfer its rights under the Contract.

23.1 Any failure or delay by the Seller in exercising any right shall not constitute a waiver of that right.

23.2 Any waiver must be expressly confirmed in writing.

24.1 If any provision of these Terms and Conditions is found to be invalid, unlawful or unenforceable, that provision shall be modified or removed to the minimum extent necessary, and the remaining provisions shall continue in full force.

25.1 These Terms and Conditions, together with any written quotation, Order confirmation or other document expressly incorporated by the Seller, constitute the entire agreement between the Seller and Buyer relating to the sale of the Goods.

26.1 The Seller may update these Terms and Conditions from time to time.

26.2 Any updated Terms and Conditions shall apply to Orders placed after the effective date of the updated terms unless otherwise agreed in writing.

27.1 Notices under these Terms and Conditions shall be given in writing and may be delivered by email or post to the relevant party's last notified business address.

28.1 These Terms and Conditions and any Contract shall be governed by and construed in accordance with the laws of England and Wales.

28.2 The courts of England and Wales shall have exclusive jurisdiction in relation to any dispute arising from or in connection with the Contract.

By placing an Order with Meatsupply Ltd, the Buyer confirms that it has read, understood and agreed to these Terms and Conditions.

All Goods supplied on credit remain the property of Meatsupply Ltd until payment has been received in full in cleared funds, subject to the Retention of Title provisions above.

Overdue accounts may result in suspension of further deliveries, withdrawal of credit facilities, recovery action, statutory interest and applicable debt-recovery costs.