1. The sale
1.1 Welsh Bakers Buying Group Limited, trading as Bako Wales (“the Seller”), shall sell and the person who accepts a quotation of the Seller for the sale of goods (including any instalment or part of them)(“the Goods”) or whose order for the Goods is accepted by the Seller (“the Buyer”) shall purchase the Goods in accordance with the quantity description and other information in relation to the Goods set out overleaf (“the Order”) and included in any specific instructions of the Buyer (“the Specification”) and subject to these standard terms and conditions of sale set out herein including any special terms and conditions agreed in writing between the Seller and Buyer (“the Conditions”) which shall govern the contract for the sale and purchase of the Goods (“the Contract”) to the exclusion of any other terms and conditions.
1.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
1.3 The Seller’s employees or agent are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing and the Buyer acknowledges that he does not rely on and waives any claim for breach of any such representations which are not so confirmed and agrees that the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
1.4 Any typographical clerical or other error or omission in the specification the Order or any quotation price list acceptance of offer invoice or other document literature or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2. Orders and specifications
2.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative whether by delivery note or otherwise howsoever.
2.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of the Order including (if applicable) the specification and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform.
2.3 The quantity quality and description of any specification for the Goods shall be those set out in the Order PROVIDED THAT all descriptions and illustrations contained in the Seller’s catalogues price lists and advertisements or otherwise communicated to the Buyer (other than in written quotation) are intended merely to present a general idea of the Goods described therein and nothing contained in any of them shall form any part of the Contract.
2.4 Notwithstanding that a sample of the Goods may have been exhibited to and inspected by the Buyer it is hereby agreed that such sample was so exhibited and inspected solely to enable the Buyer to judge for himself the quality of the bulk and not so as to constitute a sale by sample SO THAT the Buyer shall take the Goods at his own risk as to their corresponding with the said sample or as to their quality or sufficiency for any purpose.
2.5 The Goods are not tested and sold as fit for any particular purpose and any term of warranty or condition express implied or statutory to the contrary is excluded to the fullest extent allowed in law.
2.6 The Buyer shall indemnity the Seller against all loss damages costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to the paid by the Seller in settlement of any claim for infringements of any patent copyright registered design right trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the specification.
2.7 No order may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of all labour and material used) damages charges and expenses incurred by the Seller as a result of cancellation and against any claim or actions arising out of such cancellation.
2.8 Goods returned by prior agreement with the Seller may be subject to a charge.
3. Price of the goods
3.1 The price of the Goods shall be the price quoted to the Buyer by the Seller in or the time of the Order.
3.2 The Seller reserves the right to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as without limitation any foreign exchange fluctuation currency regulation alteration of duties significant increase in the cost of labour materials or other costs of manufacture) or any change in delivery quantities or specifications for the Goods which is requested by the Buyer or any delay caused by any instructions of the Buyer and the Seller all prices are given by the Seller on an ex works basis and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises the Buyer shall be liable to pay the Seller’s Charges for transport packaging and insurance.
3.3 The price for the Goods is exclusive of any applicable Value Added Tax which the Buyer shall be additionally liable to pay to the Seller.
4. Terms of payment
4.1 The Seller shall not be bound to give up possession of the Goods until it shall have received payment in full for the Goods in cash or in cleared funds.
4.2 If the Seller decides to allow the Buyer a credit facility (subject to the Buyer satisfying such criteria as the Seller may from time to time stipulate) in respect of payment for the Goods or any part of them it shall be without prejudice to the Seller’s right to withdraw such credit facility at any time of (if applicable) to refuse to give up possession of any other part of the Goods except against payment in full.
4.3 Subject to any special terms agreed in writing between the Buyer and the Seller the Seller shall be entitled to invoice the Buyer for the price of the Goods on or any time after delivery of the Goods to the Buyer SAVE THAT where the goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
4.4 The Buyer shall pay the price of the Goods no later than the twenty first day of the month following the month of the delivery or as otherwise stipulated in writing at the time of the acknowledgement of the Order PROVIDED THAT the period of time for the payment of the price of the Goods shall be calculated from the date of the invoice for the Goods or from the date when the goods are collected/delivered whichever shall be the earlier and FURTHER PROVIDED THAT the time of payment of the goods shall be of the essence of the contract and receipts for payment will be issued only upon request. Buyer’s collecting vehicle or off-loaded from the vehicle the seller is using to make the delivery.
4.5 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to cancel the contract or suspend any further deliveries to the Buyer under the contract appropriate any payment made by the Buyer for such of the goods (or goods supplied under any other contact between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer) and charge the buyer interest (both before and after any judgement) on the amount unpaid at the rate of 5% per annum above Barclays Bank plc base rate from time to time until payment in full is made ( a part of a month being treated as a full month for the purpose of calculating interest) and receive from the Buyer a sum equivalent to any bank charge legal costs or other costs charges or expenses incurred by the Seller arising from the late payment or recovery of sums due from the Buyer.
4.6 In addition to any right of lien to which it may be by law entitled the Seller shall be entitled to a general lien on all property of the Buyer in the possession of the Seller including (without prejudice to the generality of the foregoing) any dividend entitlement for all sums due from the Buyer to the seller PROVIDED THAT the seller shall not be liable for loss of or damage to the Buyer's property in the sellers possession either as a result of the exercise by the seller of its lien or otherwise.
5. Delivery
5.1 Delivery of the goods shall be made by the Buyer collecting the goods at the seller’s premises at any time after the seller has notified the Buyer in writing that the goods are ready for collection or if some other place for delivery is agreed by the seller by the seller delivering the goods to that place.
5.2 Delivery of the goods takes place when the goods are either loaded on to the Buyer’s collecting vehicle or off-loaded from the vehicle the seller is using to make the delivery.
5.3 Any dates quoted for delivery of the goods are approximate only as time of delivery shall not be of the essence and the seller shall not be liable for any delay in delivery of the goods howsoever caused and the goods may be delivered by the seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer and in one or more consignments unless otherwise agreed in writing.
5.4 Where the goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the seller to deliver any one or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.
5.5 Should the seller be prevented from or hindered in delivering the goods by reason of war, riot, explosion, fire, flood, strike, lockout, shortage of materials or labour or any cause beyond the seller’s control the time for delivery shall be extended by a period equal to that during which the cause preventing or hindering delivery exists.
5.6 Should the seller be prevented from delivering part of the goods by reason of any of the causes specified in Condition 5.5 above the seller shall deliver and the buyer shall take and pay for such part of the goods as the seller shall be able to deliver in accordance with the contract
5.7 If the seller fails to deliver the goods for any reason other than any cause beyond the seller’s reasonable control or the buyer’s fault and the seller is adjudged liable to the buyer the seller’s liability shall be limited to the excess (if any) of the cost to the buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the goods.
5.8 If the buyer fails to take delivery of the goods or fails to give the seller adequate delivery instructions at the time stated for delivery (otherwise that by reason of the seller’s fault) then without prejudice to any other right or remedy available to the seller the seller may store the goods until actual delivery and charge the buyer for the reasonable costs (including insurance) of storage or sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the buyer for any shortfall below the price under the contract.
5.9 The seller may at its option cancel or suspend (or suspend and later cancel) all further deliveries under the contract in the event of default by the buyer in making any payment due hereunder or under any other contract between the seller and the buyer or in the event that the buyer being a natural person shall die.
6. Risk and property
6.1 Risk of damage to or loss of the goods hall pass to the buyer either at the time when the seller notifies the buyer in writing that the goods are available for collection or at the time of delivery (if the buyer wrongfully fails to take delivery of the goods the time of delivery shall be when the seller has tendered delivery of the goods).
6.2 The seller shall not be liable for any loss of any kind to the buyer arising from any damage to the goods occurring after the risk has passed to the buyer however caused nor shall any liability of the buyer to the seller be diminished or extinguished by reason of such loss.
6.3 Notwithstanding delivery and the passing of risk in the goods or any other provision of these conditions the ownership of the goods shall not pass to the buyer until the seller has received in cash or cleared funds payment in full of the price of the goods and all other sums due from the buyer to the seller for which payment if then due.
6.4 Until such time as the ownership of the goods passes to the buyer the buyer shall hold the goods as the seller’s fiduciary agent and bailee and shall keep the goods separate from those of the buyer and third parties and properly stored protected and insured and identified as the seller’s property SO THAT until that time the buyer shall only be entitled to resell or use the goods in the ordinary course of its business provided that it forthwith accounts to the seller for the proceeds of sale or otherwise of the goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any monies or property of the buyer and third parties and in the case of tangible proceeds property stored protected and insured.
6.5 Until such time as the ownership of the goods passes to the buyer (and provided the goods are still in existence and have not been resold) the seller shall be entitled at any time to require the buyer to deliver up the goods to the seller and if the buyer fails to do so forthwith to enter upon any premises of the buyer or any third party where the goods are stored and repossess the goods.
6.6 The buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain in the ownership of the seller but if the buyer does so all moneys owing by the buyer to the seller shall (without prejudice to any other right or remedy of the seller) forthwith become due and payable.
6.7 The goods are sold subject to the rights of any person whether in respect of any patent trademark, registered design, copyright, confidential disclosure or otherwise howsoever to prevent or restrict the sale or the use of the goods in any part of the world and the buyer will in this respect accept such title to the goods as the seller may have.
7. Warranties and liability
7.1 Subject as expressly provided in the conditions and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties conditions terms and liabilities express or implied by statute or common law are excluded to the fullest extent permitted by law SAVE THAT the seller agrees to execute whatever documents are reasonably necessary to allow the buyer the benefit of any warranty given to the seller in respect of the goods by the party which supplied the goods to the seller
7.2 Where the goods are sold under a consumer transaction (as defined by the Consumer Transaction Restrictions on Statements) Order 1976) the statutory rights of the buyer are not affected by these conditions.
7.3 Without prejudice to condition 7.1 any claim by the buyer which is based on any defect in the quality or condition of the goods or their failure PROVIDED THAT if the buyer does not so notify the seller the buyer shall not be entitled to reject the goods
7.4 any the seller shall have no liability for such defect or failure and the buyer shall be bound to pay the full price for the goods as if they have been delivered in accordance with the contact.
7.5 Without prejudice to condition 7.1 where any claim by the buyer in respect of any of the goods which is based on any alleged defect in the quality or condition of the goods or their failure to met the specification of order is notified to the seller in accordance with these conditions the seller shall be entitled to either the return of the goods to the seller’s premises (if practical) for the inspection by it or its representative or the opportunity for it or its representatives to inspect the goods at the buyers premises for the purpose of validating the claim SO THAT if the claim is validated the seller shall be entitled to replace the goods (or the part in question) free of charge or at the sellers sole discretion refund to the buyer the price of the goods (or a proportionate part of the price) but the seller shall have no further liability to the buyer.
7.6 Except in respect of death or personal injury caused by the sellers negligence the seller shall not be liable to the buyer for any loss, damage, costs, expenses or other claims which arise out of or in connection with the supply of the goods or their use or resale by the buyer except as expressly provided in the conditions.
7.7 The seller shall not be liable to the buyer for any consequential loss of damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever caused by the negligence of the seller its employees or agents or otherwise.
7.8 The seller shall not be liable to the buyer or be deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of the seller’s obligations in relation to the goods if the delay or failure was due to any cause beyond the seller’s reasonable control.
8. Insolvency of buyer
8.1 The buyer calls any meeting of its creditors or makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) shall present a petition or have a petition presented by creditors against it for its winding up or goes into liquidation (otherwise that for the purposes of amalgamation or reconstruction); encumbrance takes possession or a receive or administrative receiver is appointed over the whole or any part of the property or assets of the buyer; or8.2 an encumbrance takes possession or a receive or administrative receiver is appointed over the whole or any part of the property or assets of the buyer; or
8.3 the buyer shall be deemed unable to pay its debts; or
8.4 the buyer ceases or threatens to carry on business; or
8.5 the buyer commits an irremediable breach of the conditions; or
8.6 the seller reasonably apprehends that any of the vents mentioned above is about to occur in relation to the buyer and notifies the buyer in writing accordingly.
If this condition applies the without prejudice to any right or remedy available to the seller then seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without incurring any liability to the buyer and if the goods have been delivered but not paid for the price of the goods shall become immediately due and payable in full notwithstanding any previous agreement or arrangement to the contrary.
General
Any notice required or permitted to be given by either party to the other under the conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may have been notified in writing pursuant to this provision to the party giving the notice.No waiver by the seller of any breach of the contract by the buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of the conditions and/or the contract is held by any competent authority to be invalid or unenforceable in whole or in part but would be valid and enforceable if part of the wording were deleted the said provision shall be deemed to apply with such modifications as may be necessary to make it valid and enforceable and any such modifications such not affect the validity of the other provisions of these conditions and/or the contact and the remainder of the provision in question shall not be affected hereby.
In these conditions references to persons include bodies corporate and unincorporated associations and partnerships and vice versa and words importing the singular include the plural and vice versa and words importing a gender include very gender and references to a statutory provision shall be construed as including reference to any statutory modification consolidation or re-enactment of that statutory provision of the time being in force and all statutory instruments or orders made pursuant to that statutory provision and any statutory provisions of which that statutory provisions is a consolidation or modification.
In these conditions headings are for ease of reference only and shall not affect the construction of any provision hereof and obligations assumed by more than one party shall be joint and several. The contract shall be governed by an interpreted in accordance with the Law of England and Wales and the seller and the buyer both submit to the jurisdiction of the High Court of Justice in Eng