Terms & Conditions
THE CUSTOMER’S ATTENTION IS DRAWN TO THE FULL TERMS AND CONDITIONS WHICH ARE AVAILABLE ON THE SUPPLIER’S WEBSITE (www.knightmeats.com) AND WHICH FORMS THE BASIS OF THIS CONTRACT BETWEEN THE SUPPLIER AND THE CUSTOMER.
Here follows an extract of terms to the agreement.
The following definitions apply:
Account Application form: an application by the Customer to commence a trading arrangement with the Supplier in a form prescribed by the Supplier and duly completed, signed and dated by the Customer (or its representative).
Business Day: a day (other than a Sunday or public holiday).
Commencement Date: The date that the Supplier receives an Account Application form duly completed, signed and dated by the Customer (or its representative).
Delivery or Delivered: completion of delivery of an Order in accordance with clause 5.2 or clause 5.5.
Delivery Date: the date specified for delivery of an Order in accordance with clause 3.5.
Delivery Location: the location specified for collection of an Order in accordance with clause 5.1.
Delivery Note: the note confirming delivery of the Order to the Customer in accordance with clause 5.6.
Order: an order for Products submitted by the Customer in accordance with clause 3.
Order Number: the reference number to be applied to an Order by the Supplier in accordance with clause 3.6.
Product Prices: the prices of the Products as determined in accordance with clause 8.1 and Product Price means the price of an individual Product as determined in accordance with that clause.
Products: the meat and meat products ordered by and supplied to the Customer.
2.1 During the Term, the Supplier shall supply and the Customer shall purchase such quantities of Products as the Customer may order under clause 3 in accordance with the terms and conditions of this agreement.
3.1 Each Order shall be deemed to be a separate offer by the Customer to purchase Products on the terms of this agreement, which the Supplier shall be free to accept or decline at its absolute discretion.
3.2 Subject to clause 3.3 each Order is subject to a minimum value of £50.00 (fifty pounds sterling) (Minimum Order).
3.3 The Supplier may, at its ultimate discretion, choose to waive the Minimum Order in respect of any individual Order placed by the Customer such waiver to be a once-only waiver and not to be construed as amending the terms and conditions of this Agreement.
3.4 No Order shall be deemed to be accepted by the Supplier until it issues an Order Number and confirms that Order Number to the Customer or (if earlier) the Order is delivered to the Customer.
3.5 Each Order shall:
(a) be given in writing or, if given orally, shall be confirmed in writing within two Business Days (such confirmation to include the Supplier’s own Delivery Note);
(b) specify the type and quantity of Products ordered;
(c) specify the location at which the Products are to be delivered (Delivery Location); and
(d) specify the date on which the Order is to be delivered, if no Delivery Date is specified by the Customer then the Order shall be delivered to the Customer at the earliest available opportunity on the next Business Day after the Order was placed (Delivery Date).
3.7 Subject at all times to clauses 4 and 6 of this Agreement, once Delivered the Order may not be returned to the Supplier.
3.8 Subject at all times to clause 3.9, no later than 12 hours before Delivery the Customer may amend or cancel an Order by written notice to the Supplier. If the Customer amends or cancels an Order, its liability to the Supplier shall be limited to payment to the Supplier of all costs reasonably incurred by the Supplier in fulfilling the Order up until the date of deemed receipt of the amendment or cancellation, except that where the amendment or cancellation results from the Supplier’s failure to comply with its obligations under this agreement the Customer shall have no liability to the Supplier in respect of it.
3.9 Special Orders placed by the customer for items not purchased on a day-to-day trading arrangement may not be cancelled by the Customer without the express written consent of the Supplier. By way of an example Special Orders include, but are not limited to, a pig, lamb or venison for use at a “hog roast”.
4.1. The Products supplied to the Customer by the Supplier under this agreement shall:
(a) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended); and;
(b) comply with all applicable statutory and regulatory requirements.
4.2 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
4.4 The Supplier shall comply with all applicable laws, enactments, orders, regulations and other instruments relating to the processing, packing, packaging, marking, storage, handling, and delivery of the Products.
5.1 The Supplier shall deliver each Order to the Customer’s premises in accordance with clause 3.5(c) of this agreement (Delivery Location).
5.2 Delivery of an Order shall be completed on the completion of loading of the Order at the Delivery Location.
5.4 Delays in the delivery of an Order shall not entitle the Customer to:
(a) refuse to take delivery of the Order; or
(b) claim damages; or
(c) terminate this agreement, subject always to clause 14.2(c) and clause 14.2(n).
The Supplier shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by the Customer’s failure to comply with its obligations under this agreement.
5.5 If the Customer fails to take delivery of an Order on the Delivery Date then, except where such failure or delay is caused by the Supplier’s failure to comply with its obligations under this agreement, delivery of the Order shall be deemed to have been completed at 9.00am on the Delivery Date.
5.6 Each Order shall be accompanied by a delivery note from the Supplier showing the Order Number, the date of the Order, the type and quantity of Products included in the Order and, in the case of an Order being delivered by instalments, the outstanding balance of Products remaining to be delivered (Delivery Note).
6.1 The Customer may reject any Products delivered to it that do not comply with clause 4.1, provided that notice, in writing, of rejection is given to the Supplier:
(a) in the case of a defect that is apparent on normal visual inspection, within 12 hours of Delivery; and
(b) in the case of a latent defect, within a reasonable time of the latent defect having become apparent.
6.2 If the Customer fails to give notice of rejection in accordance with clause 6.1, it shall be deemed to have accepted such Products.
6.3 If the Customer rejects Products under clause 6.1 then the Customer shall be entitled to:
(a) require the Supplier to replace the rejected Products; or
(b) require the Supplier to repay the price of the rejected Products in full.
6.5 The terms of this agreement shall apply to any replacement Products supplied by the Supplier.
7. Risk in Products shall pass to the Customer on Delivery.
8.1 The Product Prices shall be notified to the Customer upon request by the Customer for confirmation of the Product Prices but, in any event, shall be confirmed in the Delivery Note.
8.2 Subject to clause 8.3 the Product Prices are inclusive of the costs of packaging, insurance and carriage of the Products.
8.3 The Customer shall not be charged the costs of carriage in respect of the first Delivery to the Customer on any Business Day but the cost of carriage for all subsequent Deliveries on the same Business Day shall be charged to the Customer, such charge to be notified to the Customer upon placing an Order.
9.1 The Delivery Note is an invoice to the Customer for each Order. Each invoice shall quote the relevant Order Numbers.
9.2 The Customer shall pay invoices in full and in cleared funds within 28 days of the date of Delivery as more fully particularised on the Delivery Note. Payment shall be made to the bank account nominated in writing by the Supplier.
9.3 Should any invoice owed by the Customer be more than six Business Days overdue the Supplier shall not make any subsequent deliveries unless the Customer agrees to pay cash on delivery for each and every subsequent Order, such arrangement to continue until the Customer has settled all invoices owing to the Supplier in full.
9.4 If a party fails to make any payment due to the other under this agreement by the due date for payment (Due Date), then, without limiting the other party’s remedies under clause 14.2, the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 (the Act) shall apply, namely that:
(a) the defaulting party shall pay statutory interest on the overdue amount. Such interest shall accrue on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount.
(b) The defaulting party shall pay fixed compensation pursuant to the provisions of the Act. This clause shall not apply to payments that the defaulting party disputes in good faith.
9.5 If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify the Supplier in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Supplier shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in clause 9.2.
10.1 During this agreement the Supplier shall maintain in force, with a reputable insurance company, public and product liability insurance with a limit of at least £1 million per claim;
11.1 This clause sets out the entire financial liability of the parties (including any liability for the acts or omissions of their respective employees, agents and subcontractors) to each other in respect of:
(a) any breach of this agreement however arising;
(b) any use made or resale of the Products by the Customer, or of any product incorporating any of the Products; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
11.4 Without prejudice to clause 11.2 or clause 11.3, the Customer’s total liability arising under or in connection with this agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited as follows:
(a) for non-payment of invoices for Products purchased, to the amount unpaid, and any interest due on such amount pursuant to clause 9.4.
14.1 The Customer may at any time terminate this agreement by giving to the Supplier not less than one week’s notice in writing.
14.2 A party shall be entitled to terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any undisputed amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or
(b) the other party commits a material breach of its obligations under this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after receipt of notice in writing requiring it to do so; or
(c) the other party commits a series of persistent minor breaches which when taken together amount to a material breach; or…
14.3 A breach of any of clauses 4, 9 & 11 shall be a material breach of obligations for the purposes of this clause.
23. No term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this agreement, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.
25.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).