First Choice Wholesale Foods Limited, terms and conditions of business

1.1 Definitions. These terms and conditions (the “agreement”) relate to and govern the sale and supply of all goods by First Choice Wholesale Foods Ltd (“We”, “Us”, or “FC”) to the person who is accepted as qualifying for our service (the “customer”). These sets of terms and conditions should be read as one.

1.2  Variation of Terms. No individual agent, servant or employee of FC can vary or vary any part of, or add to this agreement, even in writing. Oral representations, published sales material, do not vary this agreement in any way. Variations to this agreement can only be made by FC (at its sole discretion) by way of a written notice that will be sent to the customer by letter. All dealings within 5 working days of the notification being sent will be subject to these modifications.

2.1  Placement and Acceptance of an order. The price list sent to the customer is an invitation to treat. No order by the customer will be deemed to have been accepted by FC until FC expressly accepts the order, or the goods are delivered. The placing of the order means the customer warrants not to change or withdraw all, or any part, of the order. FC reserves the right to be free to accept or reject each order, or part of an order, by the customer, as FC sees fit.

2.2  Goods ordered in error. Collection of or credit for goods that have been delivered to but ordered in error by the customer will be at the sole discretion of FC. If FC agrees to collect products that the customer has ordered in error, an administration charge of £2 will be made for each outer returned, subject to a minimum charge of £25. Neither collection nor credit will be considered for claims made when there have been less than five individual outers delivered as a result of an error made by the customer in a single order.

3.1  Delivery Times. Although FC will take all reasonable measures to deliver the goods, agreed delivery times cannot be guaranteed. FC accepts no responsibility or liability for loss, however arising, that the customer or a third party may suffer due to late delivery, whatever the nature of the loss that might be incurred.

3.2  Redelivery. If the customer or its agent(s) is unable to accept a delivery at an agreed time, or refuses to take the delivery for a reason that FC deems to be unacceptable, FC may attempt redelivery of the goods, and reserves the right to charge the customer for the costs of any redelivery.

3.3  Evidence of Delivery. A delivery note is to be signed by the customer, or by another person appearing to have the authority to sign on behalf of the customer at the time of delivery. This is irrefutable evidence that the customer or the person appearing to have the customers authority has had satisfactory opportunity to examine the goods and has acknowledged that the goods are of a satisfactory quality. The delivery note is also irrefutable evidence of the quantity of the goods delivered, whether the quantity of goods is measured in cages, pallets, cartons or outers.

3.4  Cages. By signing the delivery note the customer accepts full responsibility for the delivery roll cages whilst they are on their premises. FC reserves the right to charge £100 for each roll cage that is retained, lost or stolen whilst in the customer’s possession.

3.5  Claims for Shortages. Claims for shortages, damaged or incorrect items must be reported to FC customer services by 12.00hrs on the day following the delivery. Settlement for claim(s) made after this time will be at the discretion of FC. No claim(s) for shortages, damaged or incorrect items will be accepted under any circumstances if it is not reported within 5 calendar days after delivery.

4.1  Reservation of Title. Risk in the goods passes on delivery to the customer. Property or beneficial ownership in the goods does not pass to the customer until all monies owing to FC including monies owed from past transactions, and all other contracts between FC and the customer, have been paid in full.

4.2  Obligation to hold the goods. Up until the point that title in the goods passes to the customer, a fiduciary relationship exists, whereby the customer holds the goods on behalf of FC. The customer must store the goods so that they are identifiable as goods of FC, and not his own. Further the customer must take reasonable measures to ensure that the goods remain in good condition and are insured against all usual risks.

4.3  Right to request return. If title has not passed to the customer and the goods remain unsold and existing, FC is entitled at any time to request the delivery up of the goods back to FC.

4.4  Right to Reclaim Goods. If the goods are not delivered up when requested, the customer hereby gives irrevocable permission for FC or its agents to enter without notice, any premises or vehicles controlled by the customer, that FC reasonably believes to contain the goods and to remove any of the goods in which title has not passed from FC to the customer.

4.5  Proceeds of Sales. If the goods are sold by the customer, before the title to the goods has passed to the customer, then the customer holds the proceeds of the sale on trust for the benefit of FC.

4.6  Inability to pay for Goods. If the customer thinks that he will have difficulty paying for goods that he intends to order from FC, or it is reasonably foreseeable that this is the case then it is the duty of the customer not to place that order. When a customer places an order, FC will assume that the customer has sufficient cleared funds to pay for the goods, and will ensure that any monies owing are paid.

4.7  Notice of Bankruptcy. If at any time a bankruptcy order or administration order is made against the customer, or the customer goes into liquidation, or it becomes reasonably foreseeable that one of these events might occur, the customer or his representatives must immediately inform FC.

5.1  Payment. Payment for goods is to be made by cash unless otherwise agreed by FC.

5.2  Collection of Payments due. Where payment is other than by cash, the customer must ensure that are sufficient cleared funds in his bank account to cover payments that we reasonably believe to be due. Notification of the amount due shall be delivered to the customer on their invoice. Collection shall take place in accordance with the payment terms agreed. If a payment request is not honoured by the customers bank then an administration fee of £30.00 +VAT shall become payable to FC by the customer. If the request is represented and still fails to be honoured a further administration fee shall become payable. FC reserves the right temporarily or permanently to suspend or terminate delivery of goods to the customer if payment terms as set out herein are not honoured.

5.3  Costs to First Choice. The customer irrevocably promises to remunerate FC for all costs reasonably incurred by FC or its agents, whether arising from legal action, recovery of goods or otherwise (as set out in 4.1 – 5.2), due to the customer failing to pay for the goods in full or part, when called upon to do so by the agreed method.

5.4  Interest. If FC does not receive payment for any reason whatsoever, interest may be charged at a rate of 3% per month. Interest shall accrue from day to day (before and after any judgement) on any sum payable under these terns, which are unpaid when due until cleared funds are received in full.

6.1  Accuracy of Information Provided. The customer warrants to provide all information that is asked for and to guarantee that it is as accurate as is reasonably possible. The customer further indemnifies FC against any direct or indirect loss arising out of inaccurate information that the customer supplies.

6.2  Change in Circumstance/Status. The customer agrees to inform FC as soon as practicable of any changes in circumstances or status, if any of the information the customer gave on the registration sheet has changed and or if the customer has become aware of the information’s inaccuracy. Further, if the customer sells or assigns the rights to his business, or plans to do so, it is his responsibility to inform FC as soon as is reasonably practicable. The customer will then receive acknowledgement from FC that we know of the change in circumstances.

6.3  Confidentiality. All written materials or information produced by FC whether written, verbal or published in any other form must be treated as strictly confidential, at all times, by the customer. The customer must also ensure that any of his employees or agents adheres to this confidentiality. The customer hereby agrees to indemnify FC against any losses, legal or otherwise, including loss of profit, suffered by FC, arising from any breach of this term by the customer, his employees or his agents.

7.1  Limitation of Liability. Except in the case of personal injury or death, and to the fullest extent allowed by law, FC aggregate liability, for breach of contract or other, shall not exceed the value of the goods directly concerned with the action.

7.2  Ineffective Terms. Any term, or part of a term, that is found to be, or becomes, illegal, unenforceable or invalid is to be severed from the other terms or the other parts of the term, which will be construed as still applying.

7.3  Waiver. If FC exercises a discretion in a particular way or fails to enforce a right under this agreement, it shall not be deemed that FC will act in that way again, or that we are barred from enforcing that or any other right in the future.

7.4  Law. The terms and conditions of this agreement are governed exclusively by English Law. By agreeing to these conditions the customer agrees to submit any actions to the exclusive jurisdiction of the English courts.

8.1  Data Protection Act 1998. We may transfer information about you to our bankers/financiers in order for them to provide their services to us and other customers of theirs. We or our bankers/financiers may use the information you supply us to carry out a credit check with a licensed credit reference agency and a footprint (record) of that search will be kept for other users to view. Should you require further details, these will be provided on request.