Country Fresh Pullets

Point of Lay
Pullet Suppliers

Country Fresh Pullets - Terms and Conditions

GENERAL TERMS AND CONDITIONS

1. Unless expressly agreed in writing by a Director this contract and any future contract between the Buyer and the Seller shall incorporate the sellers' Standard Conditions of Business as set out below without exception or amendment. For the avoidance of doubt the sellers' Sales Representatives have no authority to accept, vary or amend any of the sellers' Standard Conditions of Business. If a customer document contains terms and conditions additional to or at variation from these conditions every additional varying term or condition shall be of no effect.

2. The buyer hereby admits and agrees that he has not and shall not be entitled to rely on any representations or warranties, whether written or oral (including but not limited to whether any product contains genetically modified elements), given by the seller, its servants or agents save for those contained in the sellers' Standard Conditions of Business as set out below and save for written representations signed by a Director of the seller. Any confirmation by the seller of its compliance with any code of practice will not create any liability for the seller as it will be intended to provide comfort only for the buyer.

3. Payment by the buyer to the seller shall be cash on delivery unless otherwise agreed. The buyer shall be liable to pay the seller interest at the rate of 4% above the HSBC Bank base rate per annum from time to time and such interest shall be calculated and payable from the date when any such sum was due to be paid until the date when payment is made. In the event that any variation is agreed between the buyer and the seller regarding payment terms, which results in credit being extended to the buyer this variation will cease and the full amount of any debt (including interest which would have been due had no such variation been made) will be payable forthwith on the occurrence of any of the following.

3.1 Non-compliance by the buyer of any statutory demand
3.2 The appointment of any Receiver/Liquidator over the buyers assets
3.3 Issue of execution or distress against Goods or Property of the buyer
3.4 The buyer makes any arrangements
3.5 Any monies are unpaid more than 14 days after the agreed variation form the sellers Standard Terms and Conditions

4. The property in the goods that are the subject of this contract shall not pass from the seller to the buyer until the goods have been paid for in full by, or on behalf of the buyer. Until that moment, wherever practical, the goods should be kept separate from any other goods in the buyer's possession and be identified as belonging to the seller. Should the goods be sold before they have been paid for in full the seller's interest shall attach to the proceeds of such r-sale whether received for receivable, without prejudice to any further claim the seller may have against the buyer under this contract. The seller further reserves the right to re-possess its goods should repayment in full not be received by the due date and the buyer hereby authorises the seller, its agents or employees to enter any premises where the goods or the proceeds thereof are kept for such purpose. Notwithstanding the foregoing, the buyer shall not be entitled to return the goods or refuse or delay payment to the seller on the rounds that the property in them has not passed.

5. The seller shall have the right to exercise any lien over any goods or materials in its possession belonging to the buyer and to sell any such goods or materials at the best market price reasonably obtainable if any accounts, invoices or debts due from the buyer to the seller remain unpaid after the due date for payment and the seller shall have the right to apply the proceeds or such sale to any debt or liability due to the seller from the buyer.

6. Any goods supplied or to be supplied to the buyer shall be at the buyer's risk from the time when the seller notifies the buyer that the goods are available for collection or from the time of delivery whichever shall be the earlier.

7. Time for delivery by the seller shall not be of the essence of the contract unless otherwise specified in writing. Nothing shall entitle the buyer to claim or receive damages from the seller for damages or loss suffered by the buyer as a direct result of, or consequential upon, any delay by the seller.

8. (a) In the event of any goods sold or agreed to be sold by the seller not complying with the contract of sale in the reasonable opinion of the seller, the seller will replace the defective goods free of charge and without making any charge for transport, handling or other costs to the buyer or at the sellers option will refund the price of the defective goods made to the seller by the buyer, together with interest at 4% above HSBC Bank's base rate from time to time per annum from the date of payment having been made by the buyer in respect of the defective goods.

(b) Except in respect of human death or personal injury caused by the seller's negligence, the seller shall not be liable to the buyer by reason of any misrepresentation or any implied warranty condition or other terms or for negligence or any duty at common law in respect of any indirect or consequential loss or damage, whether for loss of profit or otherwise, costs, expenses arising out of or in connection with the supply of goods or their use or resale by the buyer and the sole remedies available to the buyer will be those expressly provided in clause 8(a) hereof. The price of any goods sold or offered for sale by the seller is based upon the foregoing limitations upon its liabilities.

(c) Any claim by the buyer must where the defect or failure would have been apparent on reasonable inspection be notified to the seller within 7 days from the date of delivery or where the defect or failure was not apparent on reasonable inspection within a reasonable time after discovery of the defect or failure. If delivery is not refused and the buyer does not notify the seller accordingly the buyer shall not be entitled to reject the goods and the seller shall have no liability for such defect or failure, and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.

(d) In the event of War, Atomic Explosion, Earthquake, Flood, Storm or others acts of God, strike, lock outs, plague, epidemic or disease or matters arising in connection with failure of equipment and systems belonging to the seller or its suppliers to deal with the date 1st January 2000 or thereafter or other matters beyond the sellers control which damage or impede the sellers ability to perform its part of the contract or if the seller believes the buyer is suffering serious adverse financial circumstances the seller shall be entitled to postpone or waive performance of or cancel this contract by written notice to the buyer of the intention to do so and the seller shall thereupon not be liable to the buyer for any loss or damage sustained by the buyer, howsoever caused.

9.1 The seller may apply all or any part of any sum owing by the seller, its subsidiaries, or associates to the buyer in relation to any matter whatsoever in or towards payment of any sum owing to the seller hereunder. For this purpose reference to the seller or the buyer includes any company, which is for the purposes of the Companies Act 1985 a holding subsidiary or associate of the seller or the buyer respectively.

9.2 The seller may appropriate any payment made by the buyer to the seller against all amounts that have been owing by the buyer to the seller for the longest period notwithstanding any prior appropriation of that payment by the buyer.

10. In relation to the sale of a motor vehicle it is agreed that the buyer has relied solely upon his own inspection of the vehicle in relation to its condition and roadworthiness and the buyer therefore confirms he has not relied upon any express or implied representation or warranty whether written or oral made on behalf of the seller and that consequently all liability of the buyer in relation to the vehicle is excluded to the fullest extent permissible by law.

11. The buyer shall not be entitled to withhold payment of any amount payable under any contract to the seller because of a disputed claim of any nature nor shall the buyer be entitled to set off any amount payable under any Contract to the seller.

12. In the event of the buyer any legislation or industry practice altering the eligibility or acceptability of any raw material the seller shall have the right to revoke the contract or renegotiate the price or any other contract terms that he so wishes.

13. Where any conflict exists between the sellers General Terms and Conditions and Additional Special Terms and Conditions the latter shall prevail.

ADDITIONAL SPECIAL TERMS AND CONDITIONS

FEED AND GRAIN

1. Price Fluctuation
If the goods which are the subject matter of the contract are of foreign origin, the seller reserves the right to adjust the price payable by the buyer, so as to reflect any alteration in the value of the pound sterling in terms of currency of the country of origin of the goods between the date of sale or where there is a written contract, the date of the contract and date of presentation of documents. The seller also reserves the right to alter prices without notice in the event of imposition of or increase in any Tariff or import levy.

2. Special Products
Where the goods sold are manufactured by the seller to the buyer's own formulation and/or at the buyer's request contain medicaments outside or at a level of inclusion different from the seller's normal range or level, the seller's obligation is limited to manufacturing such goods within the given specifications (except to the extent the seller in its own discretion has decided to vary the same, taking into account the current custom and practice, public/government policy, the availability of information, and the current scientific and technical knowledge) and to the use of individual ingredients of merchantable quality. Save as aforesaid the seller excludes all liability for all and any damage or loss whether direct or consequential which may arise from the use to which the buyer puts the goods so manufactured and in particular the said goods are not guaranteed or warranted to be fit for any particular purpose whether made known to the seller or not nor does the seller guarantee or warrant that they are fit for consumption by or will prove beneficial to or improve the performance of any birds or beast who may be fed on them. The seller disclaims liability for any advice given or opinion expressed by any of its employees, servants or agents in connection with the manufacturer use or purchase of goods manufactured to the buyer's own formulation and the buyer follows such advice or acts on such opinion entirely at his own risk.

3. Pallets
All pallets and other returnable containers remain the property of the seller. No charge will be made for these provided they are returned at the buyer's expense to the seller's premises on demand in a good and undamaged condition. If not returned the buyer will be charged with full replacement costs of a new pallet/container.

4. Quantity and Weight
The seller reserves the right to deliver against any order an excess or deficiency of up to 5% of weight or volume ordered. Provided that the quantity supplied by the sellers to the buyers is within this margin the buyer shall not be entitled to reject the goods or to treat the seller as being in breach of contract. Notwithstanding the foregoing, the buyer shall only be liable to pay for the goods actually received by him at the rates provided for in this contract,.

Pullets

1. Price
(a) Subject to the provision of this clause the price of the Goods shall be the sellers quoted price.
(b) The seller reserves the right to adjust the price of the Goods to reflect
(i) Any increase in the cost to the Seller of feed during the growing period
(ii) Any increase in the cost to the Seller of day old chicks
(iii) The cost of any vaccines or medicines as may in the opinion of the Seller or the reasonable opinion of the Buyer be required to protect or treat any pullet during the growing period.
(iv) Any additional costs incurred by the Seller as a result of its observance or compliance with any statutory requirements regulations or directives
(v) Any increase in the cost to the Seller of delivering the Goods to the buyer's premises
(c) The price excludes value added tax which if and to the extent properly chargeable shall be payable in addition.

2. Vaccination
The Seller will at the request of the Buyer vaccinate the Goods against such diseases as the Buyer reasonably requests or the Seller reasonably considers appropriate and will use accepted practices and techniques and an appropriate propriety vaccine or serum. Subject to the foregoing no liability is accepted by the Seller in respect of the administration of or failure to administer such vaccine its effect or any other matter relative thereto or in respect of any loss whether consequential or otherwise which may occur directly or indirectly as a result of such vaccination or failure to vaccinate.

3. Salmonella
(a) All Goods supplied by the Seller will have been tested as required under the Salmonella Zoonosis Order 1989 or any replacement or amendment thereof and the results of such tests will be made available to the buyer if requested.
(b) The Buyer shall be entitled to test the Goods on delivery only on the basis that swabs are taken from the Goods as they are removed from the vehicle delivering the Goods and in the presence of the Seller's representative.
(c) In the event that the said swabs are positive and any of the Goods are slaughtered by order of the Ministry of Agriculture Fisheries and Food ("the Ministry") the following provisions shall apply
(i) The Buyer agrees to assign to the Sellers its right to receive compensation from the Ministry
(ii) Then invoice in respect of the slaughtered Goods shall remain due and payable until the buyer has assigned its rights in accordance with © above and procured the agreement of the Ministry to make any compensation payment to the Seller
(iii) Upon the Buyer assigning its rights and procuring agreement in accordance with c(ii) above the Seller shall issue to the Buyer a credit note for the amount of the invoice.
(iv) The Buyer will at its own expense apply to the Ministry for compensation and will take all steps necessary and use all reasonable endeavours to obtain compensation as soon as reasonably practicable
(v) In conducting discussion or negotiation with the Ministry or in prosecuting any appeal the parties will
(1) Keep each other fully informed of all relevant information including applications the progress of applications correspondence notifications meetings negotiations proposals and proceedings instructions to and advice of counsel evidence of expert and other witnesses and the dates of any enquiry hearing or for the submission of written representations.
(2) Allow each other to attend at meetings and conferences with counsel and to participate at them and
(3) Have due regard to the reasonable requirements of the Seller
(vi) The Buyer will prosecute the appeal with all due diligence and will conduct its part in the appeal proceedings in a good and efficient manner
(vii) If the Seller requests the Buyer to appeal against the amount of compensation awarded then the appeal shall be in the name of the Buyer but at the expense of the Seller and the Seller will have the full conduct of all appeal proceedings.

4. Definition of Age
In connection with any sale of the Goods by the Seller reference to weeks of age or weeks old shall be construed on the basis that such Goods are regarded as one week old in the period commencing with the Monday following the date of hatch and ending with the following Sunday.

5. Order Cancellation
(a) The Buyer may not cancel an order within a period of twenty-six weeks prior to the sellers earliest estimated date of delivery without paying to the seller (as liquidated damages and not otherwise), a sum equal to the purchase price of such order without any deduction save as below
(b) If the Seller and Buyer is able to re-sell any of the birds allocated to the order of the Buyer, credit will be given in respect of the proceeds of such resale in reduction of the aforesaid liquidated damages.
(c) If no re-sale has been effected by either party prior to the date at which the birds were due for delivery the Seller, to avoid additional cost, reserves the right to sell birds for slaughter and credit will be given in respect of the proceeds of such sale in reduction of the aforesaid liquidated damages.