Foodmaker Terms and Conditions of Sale

1. Unless otherwise expressly provided Buyer shall pay in the currency mentioned overleaf Payment shall be due on the date stated on Seller's order form or if no such date is specified on delivery of the goods. The property in the goods or materials sold hereunder shall not pass to Buyer until Buyer has paid the full price for the same subject to any agreed retention and until such time the property but not the risk shall remain vested in Seller. If Seller shall sell or purport to sell the goods or materials in such manner as to purport to pass to a third party a valid title to the goods proceeds of sale shall be held by Buyer on trust for Seller. Seller shall be under no obligation to make any shipment when Buyer is in default under this agreement or any other sales agreement between Buyer and Seller, whether such default arises because of Buyers failure to meet any payment term or otherwise. In addition, if Buyer fails to meet any payment term and is thus in default, Seller may terminate this agreement without the necessity of giving Buyer any notice of such default. In the event Buyer defaults with respect to any of the conditions of this agreement other than those respecting payment. Seller shall give Buyer five (5} days written notice of such default specifying the default, and if Buyer fails to remedy the default within the said five (5) days period Seller may terminate the agreement. Any termination of this agreement for default, whether for non-payment or otherwise shall be without prejudice to any other legal remedy which Seller has. Each shipment hereunder for purposes of payment only, shall be treated as a separate contract.
2. Unless provided otherwise, Buyer shall pay in addition to the price the amount of any duty, tax or other charge now or hereafter imposed by any applicable law, decree of Government, national or supernational Authority, upon with respect to, or measured by the production, sale, export from country of production, shipment, import into country of destination, use and/or price of any material sold hereunder.
3. Save as may be imposed by the Supply Of Goods (implied Term's) Act or the Unfair Contract Terms Act 1977 or any statutory modification or re-enactment thereof Seller makes no warranty or any kind express or implied except that the materials sold hereunder shall be of Seller's standard quality and Buyer assumes all risk and liability whatsoever resulting from the use of such materials, whether used singly or in combination with other substances. With twenty (20) days after any shipment hereunder reaches its destination, but in no event later than ninety (90) days after shipment leaves the plant of Sellers or Seller's supplier the materials shall be examined and tested by or on behalf of Buyer and promptly thereafter and before the materials are used. Seller shall be notified forthwith in writing or by cable if the materials are found defective or short in any respect other than as provided in clause 6 hereof. Failure so to notify Seller shall constitute a waiver of all claims with respect to the materials and in any event the use of the materials shall be deemed to mean that the Seller has satisfactorily performed its obligations hereunder. Liability of the Seller if any hereunder, shall in no event exceed in amount the purchase price of the materials sold with respect to which any damages are claimed save where any liability is imposed by the before-mentioned Acts as aforesaid. Seller neither assumes nor authorises any person to assume for it any other liability in connection with the sale or use of the materials sold hereunder and there are no agreements or warranties, either oral or written, collateral with or affecting this agreement.
4. Seller shall not be liable for any failure to deliver or for any delay when any such failure or delay shall be caused, directly or indirectly, by fires, floods, accidents, explosions, sabotage, strikes or other labour disturbances (regardless of the reasonableness of the demands of labour) civil, commotions, riots, invasions, wars (present or future) acts, restraints, requisitions, regulations or directions of any Government, national or supernational Authority, or any officer, department, agency or committee thereof for purposes of defence or compliance with any request for materials represented to be for purposes of, directly or indirectly producing articles for defence or completing defence facilities, shortages of labour, fuel, power or raw materials, inability to obtain supplies, failures of normal sources of supplies, inability to obtain or delays of transportation facilities, any act of God, or any cause whether similar or dissimilar to the foregoing, beyond the reasonable control of the Seller and/or Seller's normal source of supply affecting the production and/or delivery of any materials covered by this agreement. If by reason of any such cause the Seller's supply of any materials covered hereby shall be limited. Seller shall have the right without liability to apply its available supply against its own manufacturing requirements and the requirements of all its customers, including Buyer, in such manner as Seller deems equitable. If such disability shall delay any shipment hereunder for more than thirty (30) days, such shipment may be cancelled, without liability, at Seller's option and without Seller being liable for any loss or damage caused thereby.
5. Seller reserves the right by notice given at any time before despatch, to increase the price of the materials. If there is any increase in the price or cost of such materials to Seller by virtue of foreign exchange fluctuations, currency regulations, alteration of duties or imposts, increases in the cost of raw materials labour or transport or any other causes (whether or not of the same nature as, the foregoing) beyond the control of the Seller. If Buyer is of the opinion that any such increase in price is unreasonable it may, by written notice given within ten days of the date of receipt of Seller's notice, cancel the balance of the Contract not despatched to Buyer at such date.
6. Each shipment shall be inspected by Buyer at time of delivery by the carrier and in the event of loss or damage (whether or not Buyer is responsible for the transportation hereunder) a statement describing the loss or damage shall be secured from the carrier's agent, and Buyer shall forthwith supply Seller with full details of such loss or damage in writing by cable.
7. Unless otherwise expressly provided overleaf, if material shipped hereunder is sold on C.I.F. terms. Seller shall take out war risk insurance (if obtainable) and the entire amount of premium for such insurance shall be included in the C.I.F. price set out overleaf. Any increase in war risk insurance rate over that included in the C.I.F. shall be charged to Buyer at Seller's option.
8. If any Government price regulation, or other applicable regulation or law shall fix a maximum price for any material covered by this agreement below the price mentioned on the reverse side hereof. Seller without liability and at its option may, upon a written notice, terminate this agreement with respect to further shipments of the material so affected.
9. Seller and Seller's supplier respectively reserve the right to claim any rebate of any government duty, tax or other charge that may apply to this order and Buyer shall supply Seller with a certified copy of the relative shipping documents as evidence.
10. This agreement shall be construed according to the laws of England.