Terms and Conditions

Conditions of Sale

1. (a) "Seller" means Chelmer Foods Limited or their principal / Principals in any case where they are acting only as agents.
"Buyers" means the person firm or company to whom this contract note is addressed or his or their principal/s in any case where he or they are only as agent/s
"Goods" means the articles, commodities or things or any of them described in this contract note
"War Risks" means war risks as defined by the appropiate Institue of London Underwriters current clause
(b) All Orders accepted by the Seller are subject to these conditions and no other conditions shall apply unless expressly agreed in writing by an officer of the Seller.

2. The word "about" in relation to quantities shall mean 2% more or less. The quality shall be equal to the fair average of the seasons pack of similar goods in the same size containers from the same country of origin. Cartons shall have the meaning generally accepted in the trade not withstanding the net weight of the contents printed on the label. Any tender not complying with any or all of these provisions shall not be rejected by Buyers but shall be accepted and paid for and any claim for defective quality will be settled by an allowance to be mutually agreed, or decided by reference to arbitration as hereinafter provided.

3. Shipments to be by vessel and / or other means of conveyance either direct or indirect or with or without trans-shipment. At Sellers option each shipment or tender may be treated as separate contracts. The goods may be shipped as a whole or in separate shipments unless otherwise stated on the face hereof. Dates of shipment or delivery are given in good faith by the Seller but the Seller shall be under no liability for delay and time of shipment or delivery shall not be of the same essence of the contract. Failure of Seller to deliver any instalment shall not entitle the buyer to repudiate this contract.

4. Goods sold "to arrive" or for "shipment" or upon any like terms are sold subject to safe arrival and where goods are sold on C.I.F or C & F terms any claim in regard thereto must be made to the Sellers and confirmed in writing within seven days of notice to the Buyers or his agent of the landing of the goods or any part thereof and all claims shall be barred unless so made within such seven days and before removal or transfer of the goods or any part thereof whether by the Buyer or otherwise from the place where the same shall have been landed.

5. Where appropriate and unless otherwise expressly stipulated wherein the goods shall be at the Buyers risk in respect of "War Risks" upon shipment. In the case of goods sold C.I.F or C & F shall be at the sole risk of the Buyer upon shipment.

6. The seller only gives the warranty show on the face of the Acceptance order. Save as thereon provided, no conditions is made or to be implied, nor any warranty made or to be implied, whether by statute, or by operation of law or otherwise, as to the quality of the goods to be supplied, or their containers, or that they will be of any particular quality or description or that they will be suitable for any particular purpose, notwithstanding that such purpose of conditions may be known or may have been made known to the Seller. Goods alleged by the Buyer to be defective shall not form the basis or subject matter of any claim by the Buyer nor shall the seller be under any liability whatsoever, howsoever, arising in respect of any claim by the Buyer. The Buyer further acknowledges that he has not been induced to enter into this agreement on the basis of any representation made for or on behalf of the Seller, other than as expressly contained on the face of this Acceptance Order, and the Seller shall in no way be liable for any misrepresentation howsoever and by whomsever made.

7. The Seller's shall not be responsible for loss, damage or delay resulting from circumstances beyond their control to include but not limited to, breakdown of machinery, fire, flood, strikes, etc., in relation to its UK processing plant and auxillary services, transport, force majeure, fire, explosion, frost, flood, storm, tempest, or other weather conditions, accident, strike, lock-out or labour disturbance, riot, civil commotion, war (whether declared or not). outbreaks of hostilities, government intervention and / or control, failure of crop or any other reason affecting or hindering wholly or in part growing, picking, processing, packing or production transport or shipment. In any such event the Seller may at their option, cancel or suspend the contract or any portion thereof without liability for default, and without prejudice to rights accrued in respect of dealings already made. In the case of raisins from 'Afghanistan', all sales are "subject to safe arrival" of goods.

8. The words 'Ready-to-use' or any other processing description shown on the front of this contract do not guarantee total absence of stones, stalks, or other indigenous of foreign bodies. The goods should be inspected by the Buyer before use as, or in, a food product.

9. Where goods are supplied by the Buyer for processing by Seller, the loss in weight that occurs in the washing and cleaning process shall be to the account of the Buyer.

10. Any increase or decrease in duty, the E.E.C. levies of monetary or other compensatory payments or subsidies, freight/transport landing charges, insurance or rate of exchange arising after the date hereof shall be for Buyers account.

11. All goods sold or supplied by the seller to the Buyer shall remain the Seller's sole and absolute property as legal and equitable owner untill the seller shall have transferred such goods to the Buyer as hereinafter provided.
(a) The Buyer shall pay the seller the price due in respect of the goods sold or supplied to it within 28 days of the date of delivery.
(b) If at any time the Buyer shall have paid to the Seller all sums due to the Seller in respect of goods sold or supplied by the Seller to the Buyer the Buyer may request the Seller to transfer its Property in the said goods to the purchaser. Where any such request is made and unless there ia a bona fide dispute as to whether all such sums have been paid the Seller shall forthwith acknowledge to the Buyer in writing that the said goods are thereafter the Buyer and the said goods shall thereupon vest in the Buyer.
(c) The Buyer acknowledges that so long as it is in possession of any goods of the seller it is so as Bailees for the Seller.
(d)The Seller hereby permits the Buyer to sell or agree to sell any goods which are or have been the property of the Seller on condition that such sale or agreement to sell is made by the Buyers as agent for the Seller (whether the Buyer sells on its own account or not) and that the entire proceeds of such sale are held by the Buyer in trust for the Seller and are not mingled with any other monies and are not paid into any overdrawn bank account and shall at all times be kept so as to be separately identifiable as the Sellers monies.
(e) In any case where following any such sale the Buyer shall have not received the proceeds therof the Buyer will if so require by the Seller forwith assign to the Seller all rights against the person or persons to whom it has sold the material.
(f) Irrespective of who at any time is the owner of the goods sold or supplied to the Buyer by the Seller and subject always to the provisions of Clauses 5 and 6 hereof the risk of any loss or damage to or deterioration of such goods shall be the Buyer's as soon as they said goods are delivered to the Buyer or any carrier or any agent acting on the Buyer's behalf.
(g) The Buyer right to possession of any of the Sellers goods shall cease if it not being a company commits an available act of bankruptcy of if it being a company does anything or fails to do anything which would entitle a Receiver to take possession of any assets or which would entitle a person to present a petition for winding-up, or calls a meeting of creditors with a view to liquidation or enters into any arrangement with creditors or is invoiced up compulsorily or otherwise. For the purpose of taking possession of its property the seller or its servants or agents may enter upon any premises where it is stored or where it is reasonably thought to be stored and may take possession of it. If the said goods have become attached to or incorporated into any other product thing or things the seller may take possession of those other products or things also.

12. Each delivery of goods by the seller is a separate contract to which the terms and conditions hereof shall apply. The seller shall have the right either to determine the contract or suspend the performance of any part therof if:
(i) The Buyer is overdue with any payment or
(ii) The Buyer has not taken delivery of the goods within the time provided in the contract or
(iii) The value of the goods ordered by the Buyer exceeds the Buyer credit limit with the seller or
(iv) The Buyer makes default or commits any breach of any of its obligations to the seller pursuant to this contract in which event the seller shall be entitled to suspend any further performance of its obligations in a manner and for a time it shall think fit in its absolute discretion.

13. In the event of any money due not being paid in accordance with the terms stated on the Sellers invoice then the Buyer shall pay to the Seller interest at the rate of 3% per annum over Lloyds TSB Bank base rate calculated on a daily basis untill the date of payment.

14. The Sellers invoice, raised when an instruction to despatch has been issued to a depot, serves as advice of immediate delivery in accordance with Buyers delivery instructions. Delivery of the goods shall be effected by tendering the goods at the Buyers premises or by posting a delivery order to the Buyers last known place of business(in which case delivery shall be deemed to have taken place on the day when the Delivery Order was posted) as the terms of the contract may require. The property in the goods shall pass for all purpose when delivery has been effected as defined above and thereafter goods shall be at Buyers risk, except where Clause 5 applies.

15. Net Weight are guaranteed to within a 0.5% invoice weights.

16. Any claim in respect of short or incorrect delivery or damaged goods must be reported to the Seller in writing within 48 hours of receipt of the goods. Non-delivery must be notified to the Seller within seven days of the advice of delivery.

17. (a) If, notwithstanding condition 6 the Buyer contends that it has any claim against the Seller, any such claim shall be barred unless submitted by the Buyer to the Seller and confirmed in writing within seven days of delivery, as defined above, or within seven days of the expiry of any period for which a warranty has been given.
(b) All claims must specify brand, marks, can codes, invoice numbers and dates, and be accompanied where appropriate by official condemnation certificate/s dated within the warranty period.
(c) Claims in respect of alleged defective condition of the goods must be accompanied by satisfactory and acceptable evidence that the goods concerned had been stored in conditions and temperatures which by custom are applicable to those classes of goods throughout the period from arrivals at Buyer's premises to the time when the alleged defective condition was discovered.
(d) The Sellers do not accept liability for damage loss of injury to the Buyer its servants or agents arising as a result of unloading or handling the goods on delivery. The Buyer its servants or agents accept and recognise that goods may become insecure during transit and will take such steps to protect themselves against such loss or injury as may be appropriate.

18. When goods are delivered on pallets. Ownership of such pallets shall remain vested in the Seller at all times and the Buyer shall hold such pallets as bailee on behalf of the Seller and shall keep them separate and identifiable as the property of the Seller. The Buyer shall return such pallets to or exchange the same with the Seller in good condition in the ordinary course of business and shall keep the Seller fully and completely indemnified against all costs, damage, claims and demands arising as a consequence of the Buyers failure to return the pallets. The Seller may deliver to the Buyer an invoice as its current rates which the Buyer shall pay within seven days and upon such payment property in the pallets the subject of such invoice shall pass to the Buyer.

19. The Buyer and the Seller agree that for the purpose of proceedings, either legal or by arbitration, this contract shall be deemed to have been made in England and to be performed there and that the Courts of England, or arbitrators appointed in England shall, except for the purpose of enforcing any award made in pursuance of the arbitration clause hereof, have exclusive jurisdiction over all disputes which may arise under this contract. All disputes shall be settled according to the Law of England whatever the domicile, residence or place of business of the parties to this contract may be or may become.

20. All disputes, differences or questions at any time arising between the parties as to the validity or construction of the contract or as to any matters or thing arising under or in relation to the contract or in any way connected therewith shall be determined by arbitration under the rules of the National Dried Fruit Association of London. Such arbitration shall be held in accordance with the Arbitration Act 1950 and any statutory modification or re-enactment thereof for the time being in force.