Terms and conditions
General Terms & Conditions of Sale
These terms and conditions (the "Terms") apply to any purchase made by you from BFP. When purchasing from BFP, please ensure you have read the Terms carefully as they set out important information about your and our rights and obligations. By making the purchase you are deemed to have read and be bound by these Terms .
1 Interpretation
1.1 In these Terms reference to:
"Company" means Kent Foods Limited a company trading as BFP and incorporated in Scotland with (Company Number SC141654), having its registered office at Albex House, Westpoint Business Park, 1 Marchfield Drive, Paisley, PA3 2RB, and its successors and assignees;
"Contract" means and includes these Terms along with any Purchase Order or any other form of order, whether in writing or not and however placed, between the Company and the Purchaser for the supply of goods or services;
"Purchase Order" means an order from the Purchaser to the Company for the goods or services, made in accordance with these Terms. For the avoidance of doubt, this Purchase Order may take, but is not limited to, the following formats: a document stating the order, an email containing the order, an order submitted through our website bfp-xpress.co.uk or a verbal order which we subsequently confirm with the Purchaser by email;
"Purchaser" means the person, firm, corporation or other legal entity to whom the Company has agreed to supply goods or services in accordance with the Purchase Order.
1.2 Unless otherwise agreed by the Board of the Company and confirmed in writing by one of its statutory directors (i.e. registered at Companies House) all offers are accepted and all goods and services sold subject to and in accordance with these Terms.
1.3 All orders for goods and/or services shall be deemed to be an offer by the Purchaser to purchase goods and/or services subject to these Terms.
1.4 The Company does not contract on Purchaser terms and conditions. Any acceptance or counter offer by a Purchaser will be in accordance with the Company's terms and to the exclusion of all other terms and conditions including any such terms and conditions which the Purchaser may purport to apply under any Purchase Order, confirmation of order or similar document, whether signed or acknowledged by the Company or not.
1.5 No variation of a Contract shall be effective unless it is in writing, refers expressly to these Terms and is signed by a statutory director of the Company.
1.6 All communications to and from the Company cannot be relied or founded upon unless in the English language.
2 Terms of Supply
2.1 The Company undertakes to use all reasonable endeavours to supply the goods and/or services to the Purchaser as agreed in any agreed Purchase Order, subject to and in accordance with these Terms, and the Purchaser agrees to pay the price.
2.2 The Company will supply the Purchaser with the goods and/or services provided the Company has the availability to do so and the Company reserves the right to reject any Purchase Order at its discretion.
2.3 If a Purchase Order is accepted by the Company, the Company will aim to deliver the goods and/or services to the address provided by the Purchaser in the Purchase Order and in accordance with the time specified in the Purchase Order.
3 Prices
3.1 The Company will provide the Purchaser with a quote for the goods and/or services selected for purchase. The Company reserves the right to adjust such quoted prices to take account of additions to, or increases in, the cost of labour, materials, services, transport and ancillary charges occurring between the date of the quotation and the date of delivery of the goods or services. The Purchaser will be notified of any such changes and if it does not reject such changes in writing within 3 working days it shall be deemed to have accepted them.
3.2 Unless otherwise stated, all prices quoted are exclusive of VAT and any other applicable tax, duty or imposition. Any such tax or duty shall be added to the price and shall be payable by the Purchaser to the Company. For the avoidance of doubt, any tax, duty or levy occurring after acceptance of a quoted Purchase Order by the Company but before delivery and/or invoicing will be for the account of the Purchaser.
3.3 The Purchaser shall pay in advance or if the option to purchase on credit has previously been agreed with the Company in accordance with the agreed payment terms supplied by the Company..
3.4 The Company may offer the Purchaser credit terms, and any extension of credit to the Purchaser may be changed or withdrawn at any time by the Company.
3.5 Should the Purchaser fail to make payment of the price or undisputed invoice on or before the due date of any sum due in accordance with condition then:
3.51. interest on the amount unpaid shall accrue from the date such amount was due until the date of payment at the rate of the higher of 1.5% per month or part thereof or 8% per annum above the base rate from time to time of the Bank of England, such interest to be calculated daily; and
3.5.2 without prejudice to the Company's right to be paid interest, the Company may suspend the delivery of the goods and/or services under a relevant Purchase Order, until payment in full of such outstanding sums are received.
3.5.3 the Purchaser agrees that they will cover all costs incurred by the Company in recovering sums owed by the Purchaser including any fees charged by a debt recovery agency working on behalf of the Company.
3.6 The Purchaser shall not be entitled to withhold any payment of the whole or any part of an invoice which is properly due on the ground that it has any dispute over the remainder of the same or any other invoice, or has an alleged claim, counterclaim or set-off against the Company.
3.7 Notwithstanding anything in these Terms expressed or implied to the contrary, in the event of the Purchaser ceasing to take supplies from the Company (for whatever reason) or the Company ceasing to deliver supplies to the Purchaser (for whatever reason) then all sums invoiced shall fall due for immediate payment.
4 Containers
4.1 The Company shall be entitled to charge the Purchaser for crates, drums, boxes, cases, IBC's, carboys or any other type of packaging where such packaging is used for transportation of the goods to the Purchaser or its agents. Where the Company has indicated to the Purchaser that such packaging is returnable to the Company the Purchaser shall return the packaging to the Company in good condition within two months of delivery, fully paid. All returnable packaging which is not returned to the Company in accordance with this provision or is not complete or in good condition will be invoiced at replacement cost with payment of any such invoice being due within 14 days of issue.
4.2 Where the goods purchased are delivered on pallets, exchange delivery pallets of the equivalent quality to those on which the goods are delivered must be made available by the Purchaser at the time of delivery. Should such pallets not be made available the Company reserves the right to levy a charge on the Purchaser's next invoice (or invoice separately if no such invoice is to be raised within one month) for such pallets at the then current market price for replacement of such pallets. This charge would be in addition to the agreed price of the goods and services.
5 Delivery
5.1 Subject to these Terms, acceptance of goods and services by the Purchaser shall be deemed to take place on delivery to the address stated on the Purchase Order, or the premises of a party as directed by the Purchaser or when the goods are collected by the Purchaser or their agent, unless the Company is notified of any issue within 48 hours of such delivery.
5.2 Goods are not supplied on a "sale or return" basis.
5.3 Time of delivery is not of the essence and any delivery date advised by the Company on the relevant Purchase Order is an estimated date only and the Company shall not be liable for loss or damage attributable to any failure to meet such date.
5.4 If the Purchaser does not promptly discharge any goods made available for delivery by the Company including but not limited to by way of road tankers used to deliver liquid or powder goods to the Purchaser, the Purchaser shall indemnify the Company against any liability whatsoever, including, but not limited to, a liability to pay demurrage or similar payments owed to the owner/operator of the road tanker in respect of the consequent delay.
5.5 Unless otherwise specified and agreed any Contract for delivery over a period of time will assume call off of deliveries in equal quantities per month of the Contract period.
6 Claims For Loss, Damage and Shortage
6.1 The Purchaser shall notify the Company and, if applicable the carrier, of any damage to or defect in the goods when the quantity of goods actually delivered varies from that stated on the relevant Purchase Order or any other paperwork accompanying the delivery.
6.2 Such notification should be made in writing at the time of delivery and the relevant details recorded on the delivery paperwork. In every case, the Purchaser shall re-confirm in writing any such claim for shortage, damage or defect within 5 days of delivery of the goods and/or services.
7 Passing of Risk and Title
7.1 Risk of loss of, or damage to, the goods shall pass to the Purchaser upon delivery to the relevant address as stated in a Purchase Order.
7.2 Notwithstanding that delivery of the goods has been made:
7.2.1 the goods shall remain the sole property of the Company as legal and equitable owner and the Company will have a lien on them until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
7.2.1.1 the goods: and
7.2.1.2 all other sums which are or which will become due to the Company by the Purchaser.
7.2.2 Until the Purchaser becomes the owner of the goods, it shall:
7.2.2.1 hold the goods on a fiduciary basis as the Company's fiduciary agent and bailee,
7.2.2.2 store the goods on its premises or on premises advised to the Company, at no cost to the Company, separately from its own goods or those of any other person and marked, at no cost to the Company, in such a way as to make the goods readily identifiable as the Company's property,
7.2.2.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the goods,
7.2.2.4 maintain the goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company, and the Purchaser shall on request produce the policy of insurance to the Company.
7.2.3 Until the Purchaser becomes the owner of the goods, the Purchaser may re-sell the goods solely on the following conditions:
7.2.3.1 any sale shall be effected in the ordinary course of the Purchaser's business at full market value and the Purchaser shall hold such part of the proceeds of sale as represent the amount owed by the Purchaser to the Company on behalf of the Company and the Purchaser shall account to the Company accordingly and shall keep all such proceeds separate from any money or property of the Purchaser or third parties, and
7.2.3.2 any such sale shall be a sale of the Company's property on the Purchaser's own behalf and the Purchaser shall deal as principal when making such a sale,
7.3 Until the Purchaser becomes owner of the goods, the Company shall be entitled at its discretion to demand the immediate return of the goods sold by the Company to the Purchaser.
7.4 The Purchaser may not pledge, or in any way charge by way of security, any goods, which remain the property of the Company.
7.5 Unless the Company advises in its discretion otherwise , the Purchaser's right to possession of the goods to which title has not passed shall terminate immediately if the Company is entitled to terminate the Contract .
7.6 The Company shall be entitled to recover payment for the goods notwithstanding that ownership of any goods has not passed from the Company.
7.7 The Purchaser authorises and grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where the Purchaser's right to possession has terminated, to recover them.
7.8 Where the Company is unable to determine whether any goods are the goods in respect of which the Purchaser's right to possession has terminated, the Purchaser will be deemed to have sold all goods of the kind sold by the Company to the Purchaser in the order in which they were invoiced to the Purchaser.
7.9 On termination of the Contract, howsoever caused, the Company's (but not the Purchaser's) rights contained in this condition 7 will remain in effect.
8 Warranty
8.1 The Company warrants that all goods supplied will be at the time of the delivery to the Purchaser, of the nature, substance and quality described and will comply in all respects with the Food Safety Act 1990 and any orders and regulations made thereunder and with all other applicable UK legislation for the time being in force provided that:
8.1.1 the goods have not been sold by the Company as being sub-standard and/or out with the normal specification for that product.
8.1.2 the Company's liability to the Purchaser for breach of any condition, warranty or duty, whilst expressed here or implied by statute or common law and including any claim for negligence in so far as it is lawful to exclude liability therefore shall be limited to £10,000 (ten thousand pounds) in respect of any one claim or of claims in consequence of or attributable to the same occurrence or set of circumstances.
8.2 As the Purchaser's sole and exclusive remedy, the Company shall, at its option, correct, repair, remedy, re-perform or refund the goods that do not comply with this condition 8, provided that the Purchaser:
8.2.1 serves a written notice on Company not later than 2 working days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;
8.2.2 such notice specifies that some or all of the good and/or services do not comply with condition 9.1 and identifying in sufficient detail the nature and extent of the defects; and
8.2.3 gives the Company a reasonable opportunity to examine the claim of the defective goods and/or services.
8.3 The Company shall not be liable for any failure of the goods to comply with condition 8.1
8.3.1 to the extent caused by the Purchaser's failure to comply with the Company's instructions in relation to the goods, including any instructions on operation or storage or use;
8.3.2 to the extent caused by the Company following any specification, instruction or requirement of or given by the Purchaser in relation to the goods and services; and
8.3.3 where the Purchaser uses any of the goods or services after notifying the Company that they do not comply with condition 8.1
8.4 Except as set out in this condition 8:
8.4.1 the Company gives no warranty and makes no representations in relation to the goods and services; and
8.4.2 shall have no liability for their failure to comply with the warranty in condition 8.1.
9 Suitability and Product Information
9.1 The Company does not confirm to the Purchaser that any goods supplied are suitable to mix with any other goods.
9.2 The Company will, upon request and provided that the goods are not being supplied as sub- standard, supply a specification for any products supplied. The issuing of such specifications is for guidance only and it is the Purchaser’s responsibility to ensure that all goods delivered meet with their requirements in all aspects.
9.3 The Company may from time to time provide the Purchaser with product information such as specifications and other data including allergen and nutritional information. Any such information is provided strictly on the basis that, whilst it is given in good faith, no responsibility or liability for the correctness or otherwise of it is accepted and the Purchaser must not rely upon it.
10 Force Majeure/Exceptional Circumstances Beyond The Reasonable Control Of The Company
10.1 To the extent that execution by the Company of any order is rendered impracticable by reason of Force Majeure (as defined below) or other exceptional circumstances beyond the reasonable control of the Company. The Company shall forthwith notify the Purchaser and thereupon and to that extent the parties shall be excused from further performance of the Contract and (where applicable) the price shall be adjusted pro rata.
10.2 In condition 10.1 above "Force Majeure" means any cause affecting the performance of the Contract arising from or attributable to acts, events or circumstances beyond the reasonable control of the Company and (without limiting the generality of the foregoing) shall be deemed to include; strikes, lock outs or other industrial action (whether involving employees of the Company or a third party); civil commotion; riot; invasion; war; threat of or preparation for war; fire; explosion; radioactivity; storm; flood; earthquake; subsidence; epidemic, pandemic or other natural physical disaster; acts or restraints of any government or local authority; import or export regulations or embargoes; difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery, failure by a Company to the Company to supply any goods, for whatever reason, on which the Company relies to honour its commitments.
11 Termination
11.1 The Company may terminate the Contract (or any other contract which it has with the Purchaser) at any time by giving notice in writing to the Purchaser if:
11.1.1 the Purchaser commits a material breach of the Contract and such breach is not remediable or if remediable is not remedied within 14 days of receiving written notice of such breach;
11.1.2 the Purchaser has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Company has given notification that the payment is overdue; or
11.1.3 any consent, licence or authorisation held by the Purchaser is revoked or modified such that the Purchaser is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
11.1.4 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Company reasonably believes that to be the case;
11.1.5 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
11.1.6 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income; or
11.1.7 has a resolution passed for its winding up;
11.2 The Company may terminate the Contract at any time by giving not less than four weeks' notice in writing to the Purchaser.
11.3 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Company at any time up to the date of termination.
12 Incorporation of Third Party Terms and Conditions of Sales
12.1 The Company, in its absolute discretion and right, may incorporate the terms of sale or supply of any of its suppliers in as much as the implementation of such terms of sale or supply would impact in any way on the sale or supply of goods to be supplied by the Company to the Purchaser. The reliance on a supplier’s terms and conditions include but is not limited to the following:
12.1.1 force majeure or exceptional circumstances;
12.1.2 intellectual property including the use of any trade mark;
12.1.3 passing of risk and title;
12.1.4 product recall; and/or.
12.1.5 claims for loss, damage and shortage when the Company delivers on behalf of the Company.
12.2 Where the Company wishes to incorporate such third party terms and conditions it shall notify the Purchaser at the time of acceptance of the Order that it is a condition of its acceptance that such third party terms and conditions are acknowledged and accepted by the Purchaser and provide a copy of these to the Purchaser. If the Purchaser does not advise that it does not accept such third party terms and conditions within two working days of receipt they shall be deemed to have been accepted and incorporated into the Contract. If the Purchaser indicates within such two working days that it does not accept the third party terms and conditions then the Company may remove the relevant Products from the Order or cancel the Order in its entirety at the Company’s discretion.
13 Waiver
Any indulgence granted by the Company to the Purchaser or any waiver by the Company of its rights under the Terms in respect of any particular transaction or series of transactions shall not be deemed an agreement to confer the same indulgence or the waiver of the Company's rights in respect of any further transaction(s).
14 Set Off
The Purchaser acknowledges that in the event of the Purchaser's insolvency or in such other circumstances as the Company may determine, sums owing to the Company may be set off in extinction or diminution of sums due to the Purchaser or any company or other entity associated with the Purchaser by the Company.
15 Severability
If at any time any provision of the Terms 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 Terms and the remainder of such provision shall continue to be valid and enforceable in full force and effect to the fullest extent permitted by law.
16 Variation
No variation of these conditions or to a Purchase Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of each of the Purchaser and the Company respectively.
17 Law
The construction, validity and performance of the Contract shall be governed by the Law of Scotland and the Purchaser irrevocably submits to the non-exclusive jurisdiction of the Scottish Courts.