BUYER means the person who accepts a quotation of the seller for the sale of the goods or whose order for the goods is accepted by the seller.
GOODS means bread, bread rolls, pies or confectionery (including any installment of the said goods) which the seller is to supply in accordance with these conditions.
SELLER means Morris's of Coppull (A Firm) of Baker Street, Coppull, Near Chorley, Lancashire, PR7 5UH.
CONDITIONS means the standard terms and conditions of sale set out in this document and (unless) the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
CONTRACT means the contract for the purchase and sale of the goods.
WRITING includes Telex, Cable, facsimile transmission and comparable means of communication.
Any reference in these conditions to any provision of a statute shall be construed as a reference to
that provision as amended re-enacted or extended at the relevant time.
The headings in these conditions are for convenience only and shall not affect their interpretation.
BASIS OF SALE
The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written
quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which
is accepted by the Seller, subject in either case to these conditions, which shall govern the Contract
to the exclusion of any other terms and conditions subject to which any such quotation is accepted
or purported to be accepted, or such order is made or purported to be made, by the Buyer.
No variation to these conditions shall be binding unless agreed in writing between the authorised
representatives of the Buyer and the Seller.
The Seller's employees or agents are not authorised to make any representations concerning the
Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer
acknowledges that it does not rely on any such representations which are not so confirmed.
Any advice or recommendation given by the Seller or its employees or agents to the Buyer
or its employees or agents as to storage, application or use of the Goods which is not confirmed
in writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly
the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
Any typographical, clerical or other error or omission in any sales literature, quotation, price list,
acceptance of offer, invoice or other document or information issued by the Seller shall be subject
ORDERS AND SPECIFICATIONS
The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order
(including any applicable specification) submitted by the Buyer, and for giving the Seller any
necessary information relating to the Goods within a sufficient time to enable the Seller to perform
the contract in accordance with its terms.
The quantity, quality and description of and any specification for the Goods shall be those set out
in the Seller's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller).
If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in
accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from the Seller's use of the Buyer's specification.
The Seller reserves the right to make any changes in specification of the Goods which are required
to conform with any applicable statutory or EC requirements or, where the Goods are to be
supplied to the Seller's specification, which do not materially affect their quality or performance.
PRICE OF GOODS
The price of the Goods shall be the Seller's quoted price, or when no price has been quoted (or
a quoted price is no longer valid) the price listed in the Seller's published price list current at the
date of acceptance of the order. All prices quoted are valid for 7 days only or until earlier
acceptance by the Buyer, after which time they may be altered by the Seller after giving notice
to the Buyer in writing.
The Seller reserves the right, by giving 21 days notice to the Buyer, 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), any change in delivery dates, quantities, or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and
unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on a delivery basis inclusive of transport and packaging costs.
The price is exclusive of any applicable valued added tax, which the Buyer shall be additionally
liable to pay to the Seller.
The cost of any pallets and returnable containers will be charged to the Buyer in addition to the
price of the Goods, but full credit will be given to the Buyer provided that they are returned
undamaged to the Seller before due payment date.
TERMS OF PAYMENT
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 at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event 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.
The Buyer shall pay the price of the Goods within the time limit specified on the Seller's invoice or statement as from the date of delivery. The time of payment of the price shall be of the essence of the contract. Receipts for payment will be issued only upon request. Payment will be accepted by the Seller by cheque, cash, bankers draft or bank transfer.
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;
Appropriate any payment made to the Buyer to such of the Goods (or the Goods supplied under the terms of any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
Charge the Buyer interest, both before and after any Judgement (on the amount unpaid at the rate of 4% per annum above the Royal Bank of Scotland 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).
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 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.
Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable
for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the
essence of the contract unless previously agreed by the Seller in writing. The Goods may be
delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to
Where the goods are to be delivered in installments, each delivery shall constitute a separate
contract and failure by the Seller to deliver any one or more of the installments in accordance
with these conditions or any claim by the Buyer in respect of any one or more installments shall
not entitle the Buyer to treat the contract as a whole as repudiated.
If the Seller fails to deliver the Goods (or any installments) for any reason other than any cause
beyond the Seller's reasonable control or the Buyer's fault, and the Seller is accordingly 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.
If the Buyer fails to take delivery of the Goods then, without prejudice to any other right or remedy
available the Seller may store the Goods until actual delivery and charge the Buyer for the
reasonable cost (including insurance) of storage or sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the contract or charge the Buyer for any shortfall below the price under the contract.
RISK AND PROPERTY
Risk of damage to or loss of the Goods shall pass to the Buyer in the case of Goods to be delivered
at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available
for collection; or in the case of Goods to be delivered otherwise than at the Seller's premises, at the
time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the
Seller has tendered delivery of the Goods.
Notwithstanding delivery and passing of the risk in the Goods, or any other provision of these
conditions, the property in 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 of the Goods agreed to be sold by
the Seller to the Buyer for which payment is then due.
The Seller shall be entitled to recover the price notwithstanding that the property and the Goods has
not passed from the Seller.
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 are the property of the Seller. Without prejudice to the other
rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall
forthwith become due and payable.
WARRANTIES AND LIABILITIES
8.1 The Seller warrants that the goods will at the time of delivery correspond to the description given by the Seller. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract
Terms Act 1977 Section 12) all other warranties, conditions or terms relating to fitness for purchase, merchantability, or condition of the goods and whether implied by statute or common law or otherwise are excluded. Where the goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these conditions.
ACCEPTANCE OF GOODS
The Buyer shall be deemed to have accepted the goods 6 hours after delivery to the Buyer.
After acceptance the Buyer shall not be entitled to reject the goods which are not in accordance with the contract.
INSOLVENCY OF BUYER
If the Buyer makes any voluntary arrangement with its creditors being an individual or a firm or
becomes bankrupt or being a company becomes the subject of an Administration Order or goes
into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or an
encumbrancer takes possession or a receiver is appointed, of any of the property or assets of
the Buyer or the Buyer ceases or threatens to cease to carry on business or the Seller reasonably
apprehends that any of the above events is about to occur in relation to the Buyer and notifies the
Buyer accordingly 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 under the contract
without any liability to the Buyer, and if the goods have been delivered but not paid for the price
shall become immediately due and payable notwithstanding any previous agreement or
arrangement to the contrary.
The contract is subject to the law of England and Wales.