1. These Conditions
1.1. These Conditions are the only conditions on which We sell goods. Unless otherwise mutually agreed in writing they will apply notwithstanding any other terms on which You wish to purchase goods from Us. Our representatives, depot staff or vehicle driver are not authorised to agree to any other conditions or to vary these Conditions.
1.2. These Conditions supersede any previous conditions between You and Us (whether oral or in writing) and also supersede any previous course of dealing, trade custom or understanding between You and Us.
1.3. In these Conditions “Goods” means all goods sold by Us to You, “We/Us/Our” means Batleys Cash & Carry, a division of Bestway Wholesale Ltd and “You/Your” means the person, company or other legal entity purchasing the Goods.
1.4. We reserve the right to suspend delivery in the event that circumstances arise which, in Our view, oblige Us to do so, or in he event that our accounts are not paid to terms, or Your insolvency. We reserve the right to reduce or cancel orders in the event of Your insolvency, Our inability through shortage of stocks or for any other reason to execute delivery wholly or in part and to make reasonable alterations to products and/or packaging as circumstances may demand. We will not be liable for costs, damages, losses or expenses of any nature resulting from part delivery, suspension of delivery, reduction or cancellation of orders.
1.5. There is no contract between us until We accept your order. Each order is a separate contract.
2.1. VAT will be charged at the rate prevailing at the tax point date.
2.2. If You have been charged an incorrect price We reserve the right to rectify Our invoice provided only that any claim in respect of incorrect prices is brought to Our attention in writing no later than one working day from the date of the invoice.
2.3. We reserve the right to alter Prices without notice.
2.4. All prices are applicable on date of order.
3. Delivery and Acceptance
3.1. We reserve the right to refuse orders considered economically non-viable, or hazardous to our vehicles or drivers.
3.2. Minimum order value £150 per delivery.
3.3. All delivery dates quoted or agreed by Us are estimates and are not of the essence of the contract between Us.
3.4. All Goods should be examined upon delivery at case level prior to being signed for and (subject to sub-clause 3.5 below) must be signed for upon delivery/collection. You are expected to retain one copy of the receipt note which you sign.
3.5. In the event that upon delivery You discover damaged Goods, Goods that appear to have been tampered with, shortages or an incorrect delivery, You may return such Goods to Us on the vehicle in which they were delivered. The annotations or alterations should be noted in the driver’s credit request book (and agreed with our driver). A copy of which should be retained by you. Upon receipt and checking of returns a credit note will be issued. Damaged goods must be returned in their original, unmarked packaging. All cages and tanks must be checked at time of delivery.
3.6. Goods delivered which are past their “sell by”, “best before”, “use by” or similar date must also be dealt with in accordance with sub-clause 3.5 or 3.8 as the case may be.
3.7. In the event of non-arrival of the Goods or if You learn that they have been lost or destroyed in transit, notice from You of this must be received by Us as set out in sub-clause 3.4 above, such notice to be given at the latest the working day after delivery was due.
3.8. In the event that subsequent to the above You discover any further damaged Goods, Goods that appear to have been tampered with, shortages or an incorrect delivery, You must notify Us by phone within one working day of the delivery, setting out full details of damage, apparent tampering, short or incorrect delivery, by way of product description and code. Credit will only be considered by Us where these terms are complied with in full. If notification is not received within one working day of the delivery then the Goods shall be deemed to have been properly delivered and accepted.
4. Property and Risk
4.1. Risk in the Goods shall pass to You at the time of delivery of the Goods to You or Your agent and You hereby undertake to insure the Goods to their full value. Title in the Goods will only pass to You when We have received cleared payment in full for the Goods plus VAT and/or any other payment howsoever due to Us from You. Until all such payments have been received, full legal and equitable title shall remain with Us and You shall be required to store the Goods in such a manner as to preserve their value and in such a way that they may be clearly identified as Our property. If payment is overdue in whole or in part, or upon commencement of any proceedings for insolvency, We may (without prejudice to any of Our other rights) recover or recall the Goods or any of them and We (and Our agents) may enter upon Your premises or any premises where the Goods are stored for such purpose and You hereby grant Us (and Our agents) a licence to enter upon any premises occupied or controlled by You so as to recover such Goods, title to which has not passed to You (irrespective of whether such Goods can be specified, or attributed to corresponding purchase orders or delivery notes and without regard to sub-clause 5.1. below) to the value of the amount due and payable.
4.2. You may not for any indebtedness pledge or in any way charge by way of security (including without limitation fixed and floating charges) any of the Goods which remain Our property. Without prejudice to Our other rights, if You do so, all sums owing by You to Us shall forthwith become due and payable.
5.1. Unless credit or cheque payment terms have been specifically agreed in writing net cash payment is due on delivery. Where our employee accepts any payment our official receipt will be issued. No claims will be accepted for such payments unless supported by our official receipt. Other payments are in accordance with the specific credit terms agreement. Time of payment is of the essence.
5.2. The cash discount (if any) shown on the face of an invoice is only allowable if payment is made on collection and if no other invoices are overdue in part or in whole for payment.
5.3. If at any time any invoices are overdue then all unpaid balances owing to Us from You shall become immediately due and payable.
5.4. All cheques must be made payable to Batleys and crossed “not negotiable - account payee only”. We cannot accept responsibility for lost remittances.
5.5 Overdue invoices shall carry interest at the rate of 2% per month compound.
5.6. We reserve the right to withdraw any credit facilities and suspend deliveries if circumstances arise which in Our view oblige Us to do so.
5.7. Returned/Re-presented cheques will be subject to a charge of £35.
5.8. We shall endeavour to comply with reasonable requests to supply copies of goods receipt notes. This service will be subject to a charge of £5 per copy.
6. Open Date Marketing
6.1. No Goods are offered on a sale or return basis. Our representatives are not authorised to accept orders on a sale or return basis. It is therefore Your responsibility to sell the Goods prior to the expiry of any “sell by”, “best before”, “use by” or similar date.
7. Pallets, Containers & Roll Cages
7.1. You will pay Us on demand for all pallets, containers & roll cages on or in which You have received Goods from Us at cost to Us unless they are returned to Us or Our nominated agents within a reasonable time of delivery.
8. Consumer Complaints
8.1. Any consumer complaint concerning any of Our Goods must be referred directly to Us and We will deal with it. We will not accept responsibility for any payment made by You to a consumer in settlement of any such claim.
9. Warranties and Liabilities
9.1. Nothing in these Conditions shall affect Our implied undertakings given to You under S12 Sale of Goods Act 1979 or Your statutory rights under the Agriculture Act 1970 (as amended).
9.2. Nothing in these Conditions shall exclude or limit Our liability for death to human beings or personal injury resulting from Our negligence.
9.3. Nothing in these Conditions shall exclude or limit any liability We may have under the Consumer Protection Act 1987.
9.4. All Goods are warranted by Us on delivery to comply with all relevant UK food law from time to time in force. No warranty is given that the Goods comply with food and other relevant legislation or do not infringe third party rights outside the UK. We warrant the Goods are sold with good title and comply with Our description and specification of them.
9.5. Save as set out between sub-clauses 10.1-10.4 inclusive, all conditions, warranties, guarantees and representations (both innocent and negligent) whether Express or implied by law custom or trade or otherwise are excluded.
9.6. Our liability to You under or in any way related to the sale and purchase of goods or otherwise whether involving Our negligence or not shall only extend to giving an appropriate credit for or repayment of the price paid by You for defective goods.
9.7. Nothing in these conditions shall affect Your duty to mitigate Your losses. Save as set out above We shall not have any liability whatsoever to You under or if any way related to the sale and purchase of the Goods or otherwise (whether in contract, tort (including without limitation negligence) or by way of statutory duty) for any claims, loss or damage of any nature whatsoever including without limitation consequential losses of any nature whatsoever.
10. Force Majeure
10.1. Notwithstanding any other condition We shall have no liability whatsoever under or in any way related to the sale and purchase of the Goods or otherwise (whether in contract, tort (including without limitation negligence) or by way of statutory duty) for any failure to fulfil any obligation hereunder if and to the extent that such fulfilment is prevented by circumstances beyond Our reasonable control.
11.1. These Conditions shall be governed by the laws of England and you agree to submit to the exclusive jurisdiction of the English courts.