“Goods” means any goods and/or services provided by Foodex Trade Ltd as ordered by the Client
“ Client” means the person, firm or company placing an order with Foodex Trade Ltd.
These terms and conditions apply to any provision of goods and servives by Foodex Trade Ltd to the Client.
3) FORMATION OF CONTRACT
All Goods sold by the Foodex Trade Ltd are sold subject to Foodex’s standard terms and conditions (as detailed below) which form part of the Client’s contract with Foodex Trade Ltd. Terms and conditions on the Client’s order form or other similar document shall be binding to all parties.
The prices, quantities and delivery time stated in any quotation are not binding on Foodex Trade Ltd. They are commercial estimates only which the Company will make reasonable efforts to achieve.
Orders will be deemed to have been placed when a contract for the sales of goods is signed and a payment confirmation has been received from a responsible executive of the client company.
6) RIGHT TO SUB CONTRACT
Unless otherwise agreed the Foodex Trade Ltd shall be entitled to sub-contract all or any part of the work.
Foodex Trade Ltd will use its best endeavours to supply the goods and services within the quoted time (normally within a maximum of twenty one days (21) from order or otherwise as agreed) but time will not be of the essence within the contract.
8 ) COPYRIGHT
The Client acknowledges that the rights to the Goods are owned by Foodex Trade Ltd and that the Goods are protected by United Kingdom copyright laws, international treaty provisions and all other applicable national laws.
9) RISK OF LOSS
The risk of loss or damage to the Goods shall pass to the Client upon delivery of the Goods.
- 10.1 New clients or other clients out of terms may be expected to pay in advance for their services.
- 10.2 All proforma invoices issued by Foodex Trade Ltd shall be paid by the Client within seven (7) days of the date of invoice unless otherwise agreed in writing by the Foodex Trade Ltd and the client. In the event of late payment, Foodex Trade Ltd may charge interest on the amount outstanding before and after judgement at the rate of five (3) percent above the Base Rate of Barclays Bank plc in force from the due date until the date of payment. In addition, invoices unpaid for more than 30 days after the invoice date will incur a surcharge 3% of the outstanding amount.
- 10.3 If any amount of an invoice is disputed then the Client shall inform Foodex Trade Ltd of the grounds for such dispute within fourteen days of delivery of the goods and shall pay to Foodex Trade Ltd the value of the invoice less the disputed amount in accordance with these payment terms. Once settlement of the dispute has been agreed, any sum then outstanding shall also be payable in accordance with these payment terms.
- 10.4 Foodex Trade Ltd reserves the right to increase a quoted fee in the event that the client requests a variation to the work agreed.
In view of the nature of the goods and services, any order – once confirmed by Foodex Trade Ltd – is not cancellable. Cancellation of the Order by the Client will only be accepted on condition that any costs, charges and expenses already incurred, including any charges that will be levied by a sub-contractor on account of their expenses, work or cancellation conditions will be reimbursed to the Company forthwith.
The majority of goods as supplied by Foodex Trade Ltd are shipped by sea and shall be deemed as having been delivered when the goods has arrived, disembarked and inspected at the port of arrival. Any defaults, damaged goods or shortages should be reported to Foodex Trade Ltd within the stipulated time.
All written notices to be served on or given to the client shall be sent or delivered to the client’s principle place of business, fax or email and shall be treated as having been given upon receipt.
14) LOSS OR DAMAGE TO SUPPLIES
Foodex Trade Ltd will take all reasonable steps to ensure the protection from loss, damage or destruction of the goods it supplies to the Client (or which may be received from the Client).
Both parties shall maintain strict confidence and shall not disclose to any third party any information or material relating to the other or the other’s business which comes into that party’s possession and shall not use such information and material without written permission by the other party. This provision shall not, however, apply to information or material which is, or becomes, public knowledge by means other than by breach by a party to this clause.
16) EMPLOYMENT OF PERSONNEL
Subject to the prior written consent of Foodex Trade Ltd, the Client shall not induce to employ, whether as an employee, agent, partner or consultant, any employee of Foodex Trade Ltd directly associated with delivery of the Goods.
18) LIMITATION OF LIABILITY
- 19.1 Foodex Trade Ltd shall not be liable for any claim arising out of the performance, non-performance, delay in delivery of or defect in the Goods nor for any special, indirect, economic or consequential loss or damage howsoever arising or howsoever caused (including loss of profit or loss of revenue) whether from negligence or otherwise in connection with the supply, functioning or use of the Goods. Any liability of Foodex Trade Ltd shall in any event be limited to the price of the goods paid by the Client in the year in which the event of default arises.
19.2 Nothing herein shall limit either party’s liability for death or personal injury arising from the proven negligence by itself or its employees or agents.
19) FORCE MAJEURE
Foodex Trade Ltd will not be liable to the Client for any loss or damage suffered by the Client as a direct result of the Foodex Trade Ltd, its sub-contractors or the list-owner from whom the sample or other service or material is derived being unable to perform the Contract in the way agreed by reason of cause beyond its control including Act of God, accident, war, riot, lockout, strike, flood, fire, power failure, breakdown of plant or machinery, delay in transit, postal delay, or any other unexpected or exceptional cause or circumstance.
20) GOVERNING LAW
These Terms of Trading shall be subject to and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.