TERMS AND CONDITIONS OF PURCHASE
GREEN GOURMET LIMITED
1.1. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.2.
Contract: the contract between Green Gourmet and the Supplier for the sale and purchase of the Goods in accordance with these Conditions.
Goods: the goods (or any part of them) set out in the Order.
Green Gourmet: GREEN GOURMET LIMITED (registered in England and Wales with company number 02597350).
Order: Green Gourmet's order for the Goods, as set out in Green Gourmet's purchase order form.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by Green Gourmet and the Supplier.
Supplier: the person or firm from whom Green Gourmet purchases the Goods.
1.2. In these Conditions, unless the context requires otherwise, the following rules apply:
a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re- enacted;
b) 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; and
c) a reference to writing or written includes faxes and emails.
2. BASIS OF CONTRACT
2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2. The Order constitutes an offer by Green Gourmet to purchase the Goods in accordance with these Conditions.
2.3. The Order shall be deemed to be accepted on the earlier of:
a) the Supplier issuing a written acceptance of the Order; and
b) the Supplier doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.
2.4. The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with these Conditions.
3. THE GOODS
3.1. The Supplier shall ensure that the Goods shall:
a) correspond with their description and any applicable Specification;
b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by Green Gourmet expressly or by implication, and in this respect Green Gourmet relies on the Supplier’s skill and judgement;
c) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods (including all laws, regulations, rules, codes of practice and industry requirements for food).
3.2. The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations.
3.3. Green Gourmet may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.
3.4. If following such inspection or testing Green Gourmet considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at clause 3.1, Green Gourmet shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.
4.1. The Supplier shall ensure that:
a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions
(if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
c) if the Supplier requires Green Gourmet to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier.
4.2. The Supplier shall deliver the Goods:
a) on the date specified in the Order, (Delivery Date);
b) to the agreed delivery address or such other location as is set out in the order, or as instructed by green Gourmet prior to delivery (Delivery Location); and
c) during Green Gourmet’s normal business hours, or as instructed by Green Gourmet.
4.3. Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
4.4. If the Supplier:
a) delivers less than 95% of the quantity of Goods ordered, Green Gourmet may reject the Goods; or
b) delivers more than 105% of the quantity of Goods ordered, Green Gourmet may at its discretion reject the Goods or the excess Goods,
and any rejected Goods shall be returnable at the Supplier’s risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and Green Gourmet accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.
4.5. The Supplier shall not deliver the Goods in instalments without Green Gourmet's prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Green Gourmet to the remedies set out in clause 5.
5.1. If the Goods are not delivered on the Delivery Date, or do not comply with the undertakings set out in clause 3.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, Green Gourmet may exercise any one or more of the following remedies :
a) to terminate the Contract;
b) to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier's own risk and expense;
c) to require the Supplier to replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
e) to recover from the Supplier any costs incurred by Green Gourmet in obtaining substitute goods from a third party; and
f) to claim damages for any other costs, loss or expenses incurred by Green Gourmet which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.
5.2. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
5.3. Green Gourmet’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
6. TITLE AND RISK
Risk in the Goods shall pass to Green Gourmet on completion of delivery.
7. PRICE AND PAYMENT
7.1. The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date the Contract came into existence.
7.2. The price of the Goods is exclusive in respect of value added tax (VAT), but includes the costs of packaging, insurance and carriage of the Goods unless otherwise agreed between the Supplier and Green Gourmet.
7.3. No extra charges shall be effective unless agreed in writing with Green Gourmet.
7.4. Green Gourmet shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
7.5. The Supplier may invoice Green Gourmet for the Goods on or at any time after the completion of delivery.
7.6. Green Gourmet shall pay correctly rendered invoices within 30 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.
7.7. If Green Gourmet fails to make any payment due to the Supplier by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 3% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. This clause shall not apply to payments Green Gourmet disputes in good faith.
7.8. Green Gourmet may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to Green Gourmet against any liability of Green Gourmet to the Supplier.
8. GREEN GOURMET PROPERTY
The Supplier acknowledges that all materials, equipment and tools, drawings, Specifications, and data supplied by Green Gourmet to the Supplier (Green Gourmet Materials) and all rights in Green Gourmet Materials are and shall remain the exclusive property of Green Gourmet. The Supplier shall keep Green Gourmet Materials in safe custody at its own risk, maintain them in good condition until returned to Green Gourmet, and not dispose or use the same other than in accordance with Green Gourmet’s written instructions or authorisation.
9.1. The Supplier shall keep Green Gourmet indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Green Gourmet as a result of or in connection with:
a) any claim made against Green Gourmet for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply or use of the Goods, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;
b) any claim made against Green Gourmet by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
c) any claim made against Green Gourmet by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.
9.2. This clause 9 shall survive termination of the Contract.
During the term of the Contract, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on Green Gourmet’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
11.1. Green Gourmet may cancel an Oder in whole or in part at any time before delivery with immediate effect by giving the Supplier written notice, whereupon the Supplier shall discontinue all work on the Contract. Green Gourmet shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of cancellation, but such compensation shall not include loss of anticipated profits or any consequential loss.
11.2. Cancellation of the Order shall not affect any of the parties' rights and remedies that have accrued as at cancellation. Clauses that expressly or by implication survive cancellation of the Contract shall continue in full force and effect.
12.1. Assignment and subcontracting
a) Green Gourmet may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with any or all of its rights or obligations under the Contract.
b) The Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Green Gourmet. If Green Gourmet consents to any subcontracting by the Supplier, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
12.2. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Green Gourmet.
12.3. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.4.a); if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the two Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.5. Third party rights. No one other than a party to this Agreement shall have any right to enforce any of its terms.
12.6. Governing law and jurisdiction. The Conditions, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.