b'FROM TERMS OF TRADING FOR GOODS (TERMS) LONDONS CENTRAL MARKETSAll orders accepted in respect of any meat, poultry5.3.2any sale shall be the sale of our property oncontract is made shall apply. If there is any conflict or related products (Goods) will be on these Termsyour own behalf and you shall deal as principal whenbetween the Incoterms and these Terms then these to the exclusion of all other terms and conditions,making the sale. Terms shall prevail.unless otherwise agreed in writing. By placing an order5.4Your right to possession of the Goods will10.3You are responsible for complying with any with us, you are expressly waiving any printed termsterminate immediately if any of the events in clauselegislation or regulations governing the importation of you may have.An order shall only be deemed to be11.2 occur. the Goods into the country of destination and for the accepted when we issue a written acceptance of the5.5We are entitled to recover payment for the Goodspayment of any duties due. order (Sales Order Confirmation) at which point thenotwithstanding that ownership has not passed to you. 10.4FROM contract shall come into existence.5.6You grant us, our agents and employees anUnless otherwise agreed between us the Goods shall be delivered fob the air or sea port of shipment 1Price and Weight irrevocable licence at any time to enter any premisesLONDONS 1.1A quotation for the Goods shall not constitute anwhere the Goods are or may be stored in order toand we shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979. offer. A quotation shall only be valid for the period ofinspect them or to recover them. 10.5LARDERtime (if any) specified therein and may be withdrawn5.7This clause 5 shall survive any termination orYou are responsible for arranging the inspection by us at any time. cancellation of a contract under these Terms. of the Goods at our premises before shipment except 1.2 Unless otherwise stated on the Sales Order6Riskwhere otherwise agreed. We are not liable for any Confirmation: defect in the Goods which would be apparent on 1.2.1The price quoted is an illustrative estimate only6.1 The Goods are at your risk from the time ofinspection unless a claim is made before shipment. We and the price charged will be our price current at thedelivery.are not liable for any damage during transit. time of delivery. We may adjust the price at any time6.2Delivery takes place either: 10.8To the extent permissible by law, we have no before delivery to reflect any increase in our costs of6.2.1at our premises (if you are collecting Goods orliability for death or personal injury arising from the supplying the Goods. arranging carriage); or use of the Goods where the Goods are to be delivered 1.2.2The price quoted excludes any taxes or duties.6.2.2at your premises (if we arrange carriage usingin the territory of another State (within the meaning of Any taxes or duties that may be appropriate will beour vehicles); or s26(3)(b) Unfair Contract Terms Act 1977).charged at the rate applying at the time of delivery.6.2.3when we deliver the Goods to the carrier (if we11 Cancellation 1.2.3The price quoted excludes delivery.arranging carriage and not using our vehicles), 11.1If you cancel your order for any reason, you 1.2.4Weights quoted are an illustrative estimate only. as agreed between us.are liable to pay us for all stock (ready or unready 2Delivery6.3If you fail to accept delivery of the Goods, thefor delivery) we may then hold (or to which we are 2.1 All delivery times quoted are estimates and time forGoods shall be deemed to be delivered at such time ascommitted) for the order. delivery shall not be made of the essence by notice.we notify you they are ready.2.2 If you accept delivery of the Goods after the6.4You must inspect the Goods on delivery or as11.2We may suspend or cancel the order, by written estimated delivery time it will be on the basis thatsoon as possible after delivery. If the Goods are not ofnotice if: you have no claim against us for any delay (includingsatisfactory quality (or not delivered), you must inform11.2.1 you fail to pay us any money when due (under direct, indirect or consequential loss, loss of profits, orus within 4 hours of delivery (or the expected deliverythe order or otherwise); orincrease in the price of the Goods).time). You must give us (and any carrier) a fair chance11.2.2 you (or any of your property) becomes the 2.3 We may deliver the Goods in instalments. Eachto inspect such Goods.subject of: instalment is treated as a separate contract. 7Warrantiesa. any formal insolvency procedure (examples of 2.4 The Customer shall provide, at its expense, the7.1 Subject to clauses 1 and 2, we warrant that thewhich include receivership, liquidation, administration, labour / equipment necessary for unloading theGoods:voluntary arrangements or bankruptcy); orGoods. 7.1.1comply with their description on our Sales Orderb.any application or proposal for any formal 3Delivery and safetyConfirmation; andinsolvency procedure; or3.1 We may decline to deliver if:7.1.2are free from material defect at the time of11.2.3 you fail to honour your obligations under these 3.1.1we believe that it would be unsafe, unlawful ordelivery (as long as you comply with clause 6.4).Terms. unreasonably difficult to do so; or7.2To the maximum extent permitted by law, we give no other warranty (and exclude any warranty, term or11.3On termination of an order by us under 3.1.2the premises (or access to them) are unsuitablecondition that would otherwise be implied) in relationclause 11.2 you shall immediately pay to us all of our for our vehicles.to any Goods provided under these Terms. outstanding unpaid invoices and interest.4Payment Terms7.3We shall not be liable for the Goods failure to11.4You may not cancel the order unless we agree 4.1You are to pay us in cash on delivery, unless youcomply with the warranty set out in clause 7.1 if youin writing (and you agree that you will have no further have an approved credit account.make any use of the Goods.claim against us in respect of that order). 4.2If you have an approved credit account, payment7.4If you believe that we have delivered Goods which12 Waiver and variations is due by fourteen days after the date of the invoiceare defective in the expected quality or quantity you unless otherwise agreed in writing.must:12.1We can vary or replace these Terms from time to 4.3All payments due to us must be made in full7.4.1inform us (in writing), with full details, within 4time by giving written notice to you. without any deduction by way of set-off, counterclaim,hours of delivery; and12.2You may not vary these Terms without our discount, abatement or otherwise. 7.4.2allow us to investigate (we may need access towritten agreement. 4.4 Time of payment is of the essence. If you fail to payyour premises and the Goods).12.3Failure or delay by us in enforcing or partially us in full on the due date:7.5If the Goods are found to be defective inenforcing any provision of these Terms shall not be 4.4.1we may suspend or cancel future deliveries;the expected quality or quantity (following ourconstrued as a waiver of any of our rights.4.4.2we may cancel any discount offered to you; and investigations), and you have complied with those13 Force majeure 4.4.3you must pay us interest at the rate set for theconditions (in clause 7.4) in full, we will (at our option)13.1Suppose we are unable to perform our purposes of s6 of the Late Payment of Commercialreplace the Goods or refund the price or appropriate Debts (Interest) Act 1998:proportion of the price. This remedy will be theobligations to you (or able to perform them only at a calculated (on a daily basis) from the date of ourmaximum extent of our liability in such circumstances unreasonable cost) because of circumstances beyond invoice until payment;7.6Subject to clause 7.8, we are not liable for anyour control (including without limitation acts of God, b compounded on the first day of each calendarother loss or damage (including direct, indirect oraccident, explosion, fire, floods, transport delays, lock-month; andconsequential loss, financial loss, loss of profits or lossouts, strikes and other industrial disputes and difficulty c before and after any judgement.of use) arising from the delivery or supply of Goods orin obtaining supplies). We may then cancel or suspend 4.5If you have an approved credit account, we maytheir use, even if we are negligent.any of our obligations to you, without liability. withdraw it or reduce your credit limit or bring forward7.7In any event, to the extent permissible by law, our14 General your due date for payment. We may do any of those attotal aggregate liability to you for all claims is limited to14.1Your order, our Sales Order Confirmation and any time without notice.damages equal to the price of the Goods.these Terms constitute the entire agreement between 4.6While you owe money to us, we have a lien on any7.8Nothing in these Terms restricts or limits ourthe parties. You acknowledge that you have not relied items of your property in our possession. liability for death or personal injury resulting fromon any statement, promise or representation made or negligence, under s.2(3) of the Consumer Protection 4.7You are to indemnify us in full and hold usAct 1987, or for fraud or fraudulent misrepresentation.given by or on behalf of us which is not set out in such harmless from all expenses and liabilities we may8Specificationdocuments.incur (directly or indirectly and including legal costs)14.1These Terms and any order made under them following any breach by you of any of your obligations8.1 If we agree to supply Goods in accordance withshall be interpreted in accordance with the laws of under these Terms.your specifications or instructions you must thenEngland and Wales. The English courts have non-5Titleensure that the specifications or instructions areexclusive jurisdiction. accurate. You must ensure that Goods prepared in 5.1 Ownership of the Goods does not pass to youaccordance with those specifications or instructions14.2If you are more than one person, each of you until we have received in full all sums due from you inwill be fit for the purpose for which you intend to usehas joint and several obligations under these Terms. respect of (i) such Goods; and (ii) any other account. it.14.3If any of these Terms are unenforceable as 5.2 Until ownership of the Goods has passed to you,9Return of Goodsdrafted: you shall: 9.1 We will accept the return of Goods from you only: 14.3.1 it will not affect the enforceability of any other of 5.2.1hold the Goods on a fiduciary basis as our bailee; 9.1.1by prior arrangement (confirmed in writing);these Terms; and 5.2.2store the Goods (at no cost to us) separately from all other goods in such a way as they remain9.1.2on payment of an agreed handling charge14.3.2 if it would be enforceable if amended, it will be identifiable as our property; (unless the Goods were defective when delivered); andtreated as so amended.5.2.3not destroy, deface or obscure any identifying9.1.3where the Goods are as fit for sale on its return14.5Any notice by either of us which is served under mark on packaging on or relating to the Goods; and as they were on delivery.these Terms may be served by leaving it at or by 5.2.4maintain the Goods in satisfactory condition and10 Export termsdelivering it to (by first class post or by fax) the others keep it insured on our behalf for its full price against all10.1 This clause 10 shall apply to all exports unlessregistered office or principal place of business. All such risks. otherwise agreed in writing between us.notices must be signed. 5.3 You may resell the Goods before ownership has10.2Where the Goods are supplied by us to you14.6No contract will create any right enforceable passed to you only on the following conditions: by way of export from the United Kingdom then the(by virtue of the Contracts [Rights of Third Parties] Act 5.3.1any sale shall be effected in your ordinary courseIncoterms of the International Chamber of Commerce1999) by any person not identified as the buyer or of business at full market value; and which are in force at the time of the date when theseller.39'