TERMS AND CONDITIONS OF SALE

1. Interpretation

1.1 In these Conditions:

“Buyer” the person, firm or company who purchases the Goods from the Seller;

“Contract” means the contract for the purchase and sale of the Goods, incorporating these Conditions;

“Goods” means any goods agreed in the Contract to be supplied to the Buyer by the Seller;

“Order” means the Buyer’s order for the Goods as set out in the Contract;

“Seller” means Frampton and Babel Ltd (company number 12218003, registered office Austin House, 43 Poole Road, Westbourne, Bournemouth, Dorset, BH4 9DN), trading address Frampton and Babel Ltd, C/O Hunts Coldstore, Back Lane, Kingston, Dorset, DT10 2DT.

“Writing” includes telex, cable, facsimile transmission, email, and comparable means of communication.

1.1.1 Headings are for convenience only and shall not affect the interpretation.

1.1.2 References to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

1.1.3 References to the one gender include the other genders and to the singular include the plural and vice versa as the context admits or requires.

1.1.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2 Basis of the sale

2.1 Subject to any variation under condition 2.3 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply) or which are implied by trade, custom, practice or course of dealing).

2.2 Any quotation may be withdrawn or revised by the Seller at any time prior to the Seller’s acceptance of the Order. Any quotation is valid for a period of 30 days only from its date of issue, provided that the Seller has not previously withdrawn it.

2.3 No variation to these Conditions shall be binding unless agreed in Writing by the Seller.

2.4 The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller not set out in the Contract.

3 Orders and Specifications

3.1 Each Order or acceptance of a quotation by the Buyer shall be deemed to be an offer by the Buyer to purchase Goods in accordance with these Conditions.

3.2 No Order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative or (if earlier) the Seller delivers the Goods to the Buyer.

3.3 The Buyer shall ensure that the terms of its Order (including any applicable specification) are complete and accurate and that it has given the Seller all necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.4 The quantity and description of the Goods shall be as set out in the Seller’s quotation.

3.5 All samples, drawings, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the goods described in them. They will not form part of this Contract and this is not a sale by sample.

3.6 The Seller reserves the right to make such changes to the specification of the Goods as are necessary to conform to applicable health, safety and other statutory or regulatory requirements or to reflect changes made by the manufacturer of the Goods or any parts thereof.

4 Price of the Goods

4.1 Unless otherwise agreed by the Seller in Writing, the price of the Goods shall be the price set out in the Seller’s quotation or, where no price has been quoted, the price listed in the Seller’s published price list current at the date of acceptance of the Order. Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply.

4.2 The Seller reserves the right to increase the price of the Goods on notice to the Buyer at any time up to 1 days before delivery to reflect any increase in the cost to the Seller due to any of the following: 4.2.1 any factor beyond the reasonable control of the Seller (including, without limitation, foreign exchange fluctuation, alteration of taxes and duties, and increases in labour, materials or other costs);

4.2.2 any change in delivery dates, quantities or specifications requested by the Buyer; or

4.2.3 any delay caused by the inaccuracy or inadequacy of any instructions or information given by the Buyer.

4.3 The price is exclusive of any applicable value added tax and any other taxes and duties payable by the Buyer which shall be added to the price.

5 Terms of Payment

5.1 The Seller may invoice the Buyer for the Goods on or at any time after the completion of delivery. Payment for the Goods is due in the transactional currency within 28 days after the date of the Seller’s invoice except where different terms are expressly agreed between the parties in writing. Payment shall be made to the bank account nominated in writing by the Seller. The Seller does not accept cash payment. Receipts will be issued only upon request.

5.2 All payments payable to the Seller under the Contract shall become due immediately upon termination of this Contract despite any other provision.

5.3 The time for payment is of the essence.

5.4 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim or otherwise. The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.

5.5 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

5.5.1 cancel the contract or suspend any further deliveries to the Buyer;

5.5.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); 5.5.3 charge the Buyer interest on the amount unpaid either:

(i) at the rate of 8% per annum above the Bank of England Base Rate; or

(ii) under the Late Payment of Commercial Debts (Interest) Act 1998, whichever is higher, until payment is received in full;

5.5.4 be indemnified by the Buyer for the cost of recovering the debt; and

5.5.5 make a separate administration charge of £50 for any dishonoured cheques.

6 Delivery

6.1 Unless otherwise agreed in Writing, delivery of the Goods shall take place at the Seller’s place of business. The Buyer will take delivery of the Goods within 1 day of the agreed delivery date. Additional delivery charges shall be payable where changes are made by the Buyer to the delivery location or where costs are incurred due to a Buyer booking error.

6.2 Any dates quoted for delivery of the Goods are approximate only and the time of delivery is not of the essence. If no dates are specified, delivery shall be within a reasonable time. The Seller will not incur any liability by reason of failure to deliver on any particular date or dates.

6.3 The Goods may be delivered in advance of the estimated delivery date upon giving reasonable notice to the Buyer.

6.4 If for any reason the Buyer refuses or fails to take delivery of any of the Goods when tendered risk in the Goods will pass to the Buyer (including for loss or damage caused by the Seller's negligence), the Goods will be deemed to have been delivered, the Seller shall be entitled to immediate payment in full for the Goods and the Seller may store the Goods until delivery at the Buyer’s cost (including the cost of insurance).

6.5 If 5 days after the day on which the Seller notified the Buyer that the Goods were ready for delivery the Buyer has not collected them, the Seller may resell or otherwise dispose of part or all of the Goods and the Buyer shall pay to the Seller the costs of such disposal or resale in addition to the price of the Goods.

6.6 The Seller may deliver to the Buyer a quantity of Goods of up to 20% more or less than the quantity accepted by the Seller and the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such Goods at the pro rata Contract rate.

6.7 Subject to condition 6.6, the Seller will not be liable for any shortage in quantity delivered or non-delivery unless the Buyer notifies the Seller in writing of the same within 3 days after receipt of the Goods, or the date on which the Goods would in the ordinary course of events have been received.

6.8 Subject to condition 6.6 and 6.7, the Seller’s sole liability for any shortage or non-delivery shall be at its option to make good any shortage or non-delivery, or refund or discount (as the case may be) the net invoiced price of the undelivered Goods.

6.9 Unless otherwise agreed in Writing, the Seller may deliver the Goods by separate instalments and each such instalment will be a separate Contract. Any delay or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

7 Risk and property

7.1 Risk in the Goods shall pass to the Buyer on delivery.

7.2 Ownership of the Goods shall not pass to the Buyer until the earlier of: 7.2.1 the Seller receives payment in full (in cleared funds) for: (I) the Goods; and (ii) any other goods that the Seller has supplied to the Buyer in respect of which payment has become due, in which case ownership to the Goods shall pass at the time of payment of all such sums; and

7.2.2 the Buyer resells the Goods, in which case ownership of the Goods shall pass to the Buyer at the time specified in condition 7.4.

7.3 Until such time as ownership of the Goods passes to the Buyer, the Buyer shall: 7.3.1 store the Goods in such a way as to enable them to be identified as the Seller’s property;

7.3.2 notify the Seller immediately if it becomes subject to any of the events listed in clause 10.1;

7.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and

7.3.4 give the Seller such information relating to the Goods as the Seller may require from time to time.

7.4 Subject to condition 7.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Goods. However, if the Buyer resells the Goods before that time: 7.4.1 it does so as principal and not as the Seller’s agent;

and

7.4.2 title to the Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs.

7.4.3 If before ownership of the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in condition 10.1 then, without limiting any other right or remedy the Seller may have:

7.4.4 the Buyer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

7.4.5 the Seller may at any time: (I) require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and

(ii) if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

7.5 Until such time as ownership of the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to repossess the Goods and re-sell the same and for this purpose the Buyer grants the Seller, its agents and employees an irrevocable right and licence at any time to enter, with or without vehicles, any premises where the Goods are or may be stored.

7.6 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

8 Quality

8.1 The Seller warrants that, upon delivery, the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and conform to the requirements of the Food Safety Act 1990 and all statutory requirements or regulations relating to the sale of food currently in force in the United Kingdom.

8.2 Save as set out in these Conditions, all other warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

8.3 The Seller shall not be liable for any defects in the Goods unless notice of such defect is given to the Seller in writing within 3 days of delivery of the Goods, the Seller is given a reasonable opportunity of examining such Goods and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Buyer’s cost.

8.4 Subject to condition 8.3, if any of the Goods do not conform with the warranty in condition 8.1 the Seller shall at its option replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate.

8.5 If the Seller complies with condition 8.4 it shall have no further liability for a breach of the warranty in condition 8.1 in respect of such Goods.

9 Liability

9.1 Nothing in these Conditions excludes or limits the liability of the Seller for death or personal injury caused by the Seller’s negligence or for fraudulent misrepresentation.

9.2 Subject to clause 9.1, the Seller shall not be liable to the Buyer whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any loss of profit, loss of business or depletion of goodwill or otherwise (whether direct or indirect) or any indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused, including, without limitation, by the Seller’s negligence) which arise out of or in connection with the Contract.

9.3 Subject to conditions 6, 8, 9.1, 9.2 and 12.4, the Seller’s total liability for any breach of this Contract shall not exceed the amount that the seller can recover from its insurers in respect of that breach

10 Termination

10.1 Without prejudice to any other right or remedy of the Seller, the Seller may terminate this Contract with immediate effect by giving written notice to the Buyer if:

10.1.1 the Buyer materially breaches any term under this Contract; or

10.1.2 the Buyer 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), being would 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;

10.1.3 the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or 10.1.4 the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

10.2 Without limiting its other rights or remedies, the Seller may suspend the provision of Goods under the Contract or any other contract between the Seller and the Buyer if the Buyer becomes subject to any of the events listed in condition 10.1 or if the Seller reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.

10.3 Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.

10.4 Termination of the Contract 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 this Contract that existed at or before the date of termination.

10.5 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

11 Force Majeure

11.1 In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, or performance becomes uneconomical through a significant market variation for contracts spanning more than 7 days, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.

12 Export terms

12.1 Subject to other terms agreed in Writing, the provisions of this clause 11 shall apply where the Goods are supplied for export from the United Kingdom.

12.2 The Buyer shall be responsible for complying with all legislation and regulations governing the exportation of the goods from the United Kingdom and the importation of the Goods into the country of the destination and for the payment of all duties thereon.

12.3 Unless otherwise agreed in Writing, the goods shall be delivered FOB (Free On Board)(Incoterms 2000) to the air or sea port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

12.4 The Buyer shall be responsible for arranging for testing and inspection of the Goods within 24 hours of delivery. The Seller shall have no liability to the Buyer for any defect in the Goods which would be apparent on inspection and which is claimed after more than 24 hours after delivery, or in respect of any damage during transit.

12.5 The Seller hereby reserves to itself or its authorised resellers the territory of the United Kingdom and any other territory that it notifies to the Buyer before the Contract is formed (together the “Reserved Territories”). The Buyer shall refrain from making active sales of the Goods to customers in the Reserved Territories. For these purposes, active sales shall be understood to mean actively approaching or soliciting customers.

13 General

13.1 All technical drawings, designs, recipes and other information of a confidential nature disclosed by the Seller to the Buyer in connection with the Contract shall be kept confidential by the Buyer and shall not be disclosed to any third party without the prior written agreement of the Seller. All such information and all rights therein shall remain the property of the Seller.

13.2 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.3 The Seller shall not be deemed to be in breach of the Contract by reason of any delay in performing, or failure to perform, any of the Seller’s obligations under the Contract, if the delay or failure was due to any cause beyond the Seller’s reasonable control.

13.4 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

13.5 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

13.6 If any provision of these Conditions is held by any competent authority to be invalid in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

13.7 No one other than a party to this Contract shall have the right to enforce any of its terms.

13.8 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation. The Contract shall be governed by the laws of England and Wales.

Registered Office: Austin House, 43 Poole Road, Westbourne, Bournemouth, Dorset, BH4 9DN.

Company Registration Number: 12218003 VAT Registration Number 348650674

Telephone: 01258 442828 Email: sales@framptonandbabel.co.uk