Terms & Conditions

The buyer's attention is in particular drawn to the provisions of condition 8.

  1. Interpretation

    1.1 The definitions and rules of interpretation in this condition apply in these conditions.
    you, your: the person, firm or company who purchases the Goods from us.

    1.2 we, us, our: Eagle Foods Limited (registration number 04994847) whose registered office is at 28 Ivatt Way, Westwood, Peterborough, Cambridgeshire PE3 7PG and includes our successors and assigns. We may assign the Contract or any part of it to any person, firm or company.
    Contract: any contract between you and us for the sale and purchase of the Goods, incorporating these conditions, whether or not the Contract is confirmed in writing.
    Goods: any goods agreed in the Contract to be supplied to you by us (including any part or parts of them).

    1.3 Headings are for convenience only and do not affect the interpretation of these conditions.
  1. Application of these Conditions

    2.1 No order will be binding on us unless and until we have confirmed acceptance of the order, and each order or any acceptance of a quotation by you will be deemed to be an offer by you to purchase the Goods subject to our acceptance.

    2.2 Unless otherwise expressly stated by us, any quotation given by us is valid for a period of 30 days from its date, provided that we have not previously withdrawn it.

    2.3 You must ensure that the terms of each order submitted by you and any applicable specifications are complete and accurate as we cannot be liable for any mistakes contained in your order.

    2.4 Subject to any variation agreed by us in writing and signed by one of our directors, these conditions will apply to the Contract to the exclusion of all other terms and conditions (including any terms or conditions which you may purport to apply under any purchase order, confirmation of order, specification or other document).

    2.5 Only our directors are authorised to make representations or to give any warranties not set out in these conditions, and in placing an order with us you acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf which is not set out in these conditions or confirmed in writing by a director, but nothing in this condition shall exclude or limit our liability for fraudulent misrepresentation.

  2. Description of Goods

    3.1 Where your order is on the basis of a valid quotation given by us, the quantity and description of the Goods will be as set out in our quotation. In any other case or unless agreed in writing by us signed by a director, the Goods will conform in all material respects with the order accepted by us subject to our standard specifications for the Goods in usage at the date of our confirmation of the acceptance of your order.

    3.2 We may amend our samples, drawings, descriptive matter, specifications and advertising as issued by us from time to time without notice to you. Unless otherwise expressly agreed by us, no Contract is to be considered as sale a by sample.

  3. Delivery and Passing of Risk

    4.1 Unless otherwise expressly agreed by us, delivery of the Goods will only by effected to your own premises with the UK as set out in the order accepted by us.

    4.2 We reserve the right to make delivery in instalments and, in such event, may tender separate invoices in respect of each instalment. Any non-delivery of one any instalment will not entitle you to terminate the Contract and you will not be entitled to object to or reject the Goods by reason of any shortage in the order or instalment quantity of not more than 10%.

    4.3 Any dates specified by us for delivery of the Goods are intended to be an estimate only and time for delivery may not be made of the essence by notice. If no dates are specified, delivery will be made by a reasonable time.

    4.4 Risk of damage to or loss of goods supplied under the Contract will pass to you on delivery. Delivery will, unless otherwise agreed by us, be deemed to occur as follows

      (a) where Goods are being supplied for collection from our premises, delivery will occur on the Goods being made available for collection or loading for transport. You will be responsible for damage to or loss of goods in loading and in transport and should ensure that you arrange all appropriate insurances;

      (b) where Goods are being supplied to your premises, delivery will be deemed to occur on the Goods being unloaded at the specified location including if you unreasonably fail to accept delivery. We will responsible for damage to or loss of goods in transit or unloading and will arrange all appropriate insurances. You will be responsible for the Goods from the moment of unloading to the premises and will be responsible for transferring them from the point of delivery to their storage location.

  1. Damage or Non-Delivery

    5.1 You must inspect the Goods and notify us in writing of any damage or shortage within 3 days of the date of delivery. All damaged goods must be retained for collection or, at our discretion, delivered to our premises for inspection. In the event that we agree that the Goods have been damaged in transit to you, we will refund your costs of return delivery to us.

    5.2 Any non-delivery of Goods must be notified to us within 3 days of the specified delivery date or, if no such date has been specified, within 10 days of the receipt of our invoice for the non-delivered Goods.

    5.3 If you do not notify us of any damage, shortage or non-delivery in accordance with these conditions, you will be deemed to have received and accepted the Goods and will be liable to pay us their full price.

  2. Retention of Title

    6.1 Ownership of the Goods will not pass to you until we have received in full (in cash or cleared funds) all sums due to us in respect of those Goods and all other sums which are or which become due to us from you on any account or until the Goods have ceased to be identifiable by virtue of their utilisation or consumption in the production of other items or materials.

    6.2 Until such payment, utilisation or consumption, you will have possession of the Goods as our bailee only and will insure the Goods to full reinstatement value and store and maintain them in satisfactory condition in such a way as to enable them to be identifiable as our property without destroying, damaging or obscuring any identifying mark or packaging on or relating to such Goods, provided that you may in the ordinary course of business sell and deliver the Goods to a third party at full market value.

    6.3 We reserve the right to re-possess any identifiable Goods in respect of which payment is overdue and thereafter to re-sell the same and for this purpose you hereby grant an irrevocable right and license to us and our servants and agents to enter upon all or any of your premises (and premises occupied by you or under your control) with or without vehicles during normal business hours. This right will continue to subsist notwithstanding the termination of the Contract for any reason and is without prejudice to any of our accrued rights under the Contract or otherwise.

    6.4 We will be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods may not have passed to us.

    6.5 Your right to possession of the Goods will terminate immediately if you have bankruptcy order made against you or make an arrangement or composition with your creditors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of your undertaking or any part of it or otherwise (being an individual or a body corporate) do or suffer any step with a view to the bankruptcy, administration, receivership, liquidation, or winding up of your affairs or any of them or take the benefit of a statutory provision for the time being in force for the relief of insolvent debtors.

    6.6 Our rights under this condition will survive the termination of the Contract, however caused.

  3. Price and Payment

    7.1 Unless otherwise agreed by us in writing, the price for the Goods will be the price set out in our price list published on the date of delivery or deemed delivery.

    7.2 The price for the Goods will be exclusive of any value added tax which will be payable by you in addition when due to pay for the Goods but unless otherwise stated the price is inclusive of all costs in relation to packaging, loading, unloading, carriage and insurance.

    7.3 Unless we request otherwise, payment of the price for the Goods is due in pounds sterling in cleared funds on the following dates, and time for payment is of the essence of the Contract:

      (a) for wholesale customers (being customers whose principal business is the sale of goods in large quantities to retail customers), on the 30th day from and including the date of delivery or deemed delivery;

      (b) for consumers and non-wholesale customers, on the date of delivery or deemed delivery.

7.4 You must make payment for the Goods and other charges in full and may not

apply any deduction whether by way of set-off, counterclaim, discount, abatement or other unless we have agreed the deduction or the deduction is made in accordance with a valid court order.

7.5 If you fail to pay to us in full any sum due pursuant to the Contract, we may suspend any further deliveries to you until such payment is made or cancel any or all outstanding Contracts. Without prejudice to our right to do so and whether or not we suspend or terminate any contracts, you will also be liable to pay interest to us on that sum from and including the due date for payment at the annual rate of 4% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. We also reserve the right to claim interest under the Late Payment of Commercial Debts(Interest) Act 1998.

  1. Warranties and Limitation of Liability

    8.1 We warrant that (subject to the other provisions of these conditions) on delivery the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979. Where we are not the manufacturer of the Goods, we will also endeavour to transfer to you on demand the benefit of any warranty or guarantee given to us by the manufacturer.

    8.2 All other warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

    8.3 We will not be liable for a breach of warranty in these conditions if the breach or defect is as a result of damage in transit and you have failed to noitfy us of the damage in accordance with condition 5 or if the defect arises because of some failure by you to follow our or the manufacturer's reasonable instructions as to the storage use or maintenance of the Goods. We will also not be liable for a breach of warranty unless we are given a reasonable opportunity after receiving the notice of the defect to examine the Goods.

    8.4 If any of the Goods do not conform with the warranties in these conditions or in the event of any damage or shortage or non-delivery of Goods, our liability will be limited to replacing the Goods within a reasonable time or, at our option, providing you with an appropriate credit in respect of any such defective or damaged Goods or non-delivery or shortage.

    8.5 If we comply with our obligation under condition 8.4, we will have no further liability for breach of warranty or breach of contract in respect of such Goods and, subject to the other provisions of these conditions, we will not be liable in any event for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any defective Goods or any delay, non-delivery or shortage in the delivery of the Goods (even if caused by our negligence), nor shall any defective Goods, delay, non-delivery or shortage entitle you to terminate or rescind the Contract.

    8.6 Nothing in these conditions excludes or limits our liability for death or personal injury caused by our negligence or under section 2(3) Consumer Protection Act 1987 or for any matter which it would be illegal for us to exclude or attempt to exclude our liability or for fraud or fraudulent misrepresentation.

    8.7 Subject to condition 8.6 our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract will be limited to the price of the Goods or instalment of Goods to which the claim relates.

    8.8 The limitation of liability under the conditions is reflected in the prices charged by us for the Goods. In the event that you require a greater extent of liability on our part, we will be happy to discuss alternative arrangements with you, and may be able to offer insurance protection, subject to you being responsible for our additional charges associated with our assumption of this greater risk and increased insurance costs.

  1. Force Majeure

We reserve the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by you (without liability to you) if we are prevented from or delayed in the carrying on of our business due to circumstance beyond our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period of 60 days, you will be entitled to give notice in writing to us to terminate the Contract.

10. General
10.1 If any provision of the Contract or these conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and these conditions and the remainder of such provisions shall continue in full force and effect.

10.2 Any failure or delay on our part in enforcing any provision of the Contract or these conditions will not be construed as a waiver of any of our rights and any waiver of us by any breach of contract or other default by you will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of this Contract and these conditions.

10.3 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Right of Third Parties) Act 1999 by any person that is not a party to it.

10.4 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

 
VAT reg no: 823 9589 88   Company reg no: 4994847

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