Terms & Conditions
SD Ramsden & Company Limited T/A Ramsden International
Standard Terms and Conditions of Sale
1.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any Order of the Buyer which is accepted by the Seller in accordance with clause 4.5.
1.2 These Conditions, the Incoterms specified under clause 8.2 and the British International Freight Association terms referenced in clause 24 shall govern the Contract to the exclusion of any other terms and conditions which the Buyer may purport to apply or which are applied by law, trade custom, practice or course of dealing unless otherwise stated herein. Further, no terms or conditions endorsed on, delivered with, or contained in the Buyer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Seller otherwise agrees in Writing.
1.3 Where there is a conflict between these Conditions and the Incoterms specified under clause 8.2 or the British International Freight Association terms referenced in clause 24, the provisions of these Conditions shall prevail.
2.1 In these Conditions:
Approved Content means the labelling, packaging and ingredients of the Goods.
Assembly means the date on which the Goods, which are subject to the Contract between the Buyer and the Seller under these Conditions, are assembled by the Seller’s supplier.
Business Day means any day other than a Saturday, Sunday, or bank holiday in England.
Buyer means the person or company whose Order for the Goods is accepted by the Seller.
Collection Date means the date on which the Goods are to be collected as agreed in Writing by the Buyer and the Seller.
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 authorised representatives of the Buyer and the Seller.
Contract means the contract between the Supplier and the Buyer for the purchase and sale of the Goods in accordance with these Conditions.
Covid-19 Pandemic means the ongoing global pandemic resulting from the coronavirus disease of 2019 (covid-19).
Delivery Date means the date on which the Goods are to be delivered (if applicable) as agreed in Writing by the Buyer and the Seller.
Documents any and all documents which the Buyer may require from the Seller to gain customs clearance for the Goods, including, but not limited to, the bill of lading, compliance certificate(s) and any other documents requested by the Buyer from the Seller.
Ex Works means the Ex Works, Incoterms in place from time to time.
Final Quotation means the Seller’s final quotation to the Buyer for the sale of the Goods sent after negotiations have concluded between the Buyer and Seller and based on which the Buyer places its Order to the Seller.
Goods means the Goods (including any instalment of them) which the Seller is to supply in accordance with the relevant Contract with the Buyer.
Importer/Import Agent means the Buyer-appointed person or body who is responsible for clearance of Goods in the receiving country.
Import Licence means such licences, consents and permissions as are applicable.
Importing Country means the country outside the UK to which the Goods are to be imported to by the Buyer.
Incoterms means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made.
Large Order Process means the Buyer providing an Order with a minimum of 10 Business Days lead time before the required Delivery Date or Collection Date (as applicable). Large Orders means an Order placed by the Buyer for the Goods in accordance with these Conditions where the quantity of any stock keeping unit on said Order meets or exceeds 25 cases and is subject to the Large Order Process.
Losses includes all liabilities, costs, expenses, damages and losses, (including, but not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs).
Order means the Buyer’s order for the Goods.
Price has the meaning in clause 7.1.
Requirements means any relevant laws, statutes, regulations, codes and requirements as may be amended from time to time.
Seller means SD Ramsden & Company Limited, trading as Ramsden International, registered in England and Wales with company number 07902211 and whose registered office is at Adam Smith Street, Grimsby, North East Lincolnshire, DN31 1SJ.
Taxation any and all duties, taxes or other levies.
Writing means any communication effected by e-mail or any comparable means.
2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision, as amended, re-enacted, or extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, these Conditions shall prevail.
4 Basis of Sale
4.1 No variation to these Conditions shall be binding unless agreed in Writing between an authorised representative of the Buyer and the Seller.
4.2 Sales literature, marketing material, price lists, and other documents howsoever issued by the Seller (including for the avoidance of doubt those displayed on the Seller’s website) in relation to the Goods are illustrative only, subject to alteration without notice, do not constitute offers to sell the Goods which are capable of acceptance and do not form part of the Contract between the Buyer and the Seller.
4.3 The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions. A Contract between the Seller and the Buyer may not be withdrawn, or cancelled without the prior consent of the Seller in Writing acting by an authorised representative.
4.4 Each Order by the Buyer to Seller shall be an offer to purchase the Goods subject to these Conditions and shall include as part of the Contract the relevant Final Quotation issued by the Seller to the Buyer alongside these Conditions.
4.5 The Seller may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Goods shall arise, until the earlier of:
4.5.1 the Seller’s written acceptance of the Order; or
4.5.2 the earlier of the Seller;
(i) carrying out any ancillary services in respect of the provision of the Goods to the Buyer (whether or not the same is communicated to the Buyer);
(ii) delivering the Goods for the relevant Order; or
(iii) notifying the Buyer that they are ready to be delivered or collected.
4.6 Rejection by Seller of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Buyer.
4.7 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice, or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
5.1 No Order of the Buyer shall be deemed to be accepted by the Seller other than in accordance with clause 4.5 above.
5.2 The specification for the Goods shall be those set out in the Seller’s Final Quotation which forms part of the Contract unless varied expressly by the authorised representatives of the Buyer and the Seller in Writing. The Goods will only be supplied in the minimum units or multiples as notified by the Seller to the Buyer from time to time. Orders received for quantities other than these will be adjusted accordingly and the Seller shall have no liability for any shortages caused by such adjustment. Illustrations, photographs, or, descriptions whether in brochures, price lists, on-line or in other documents issued by the Seller are intended as a guide only and the contents shall not be binding in any way on the Seller.
5.3 The Seller reserves the right to make any changes to the specification of the Goods required to conform with any applicable statutory or regulatory requirements or, where the changes do not materially affect their quality or performance. The Buyer accepts that the Seller shall have no liability to the Buyer in respect of such changes.
5.4 No Contract for the purchase of Goods which has been agreed or has been deemed to be agreed in accordance with clause 4.5 above may be cancelled by the Buyer except with the agreement in Writing of an authorised representative of the Seller and the Buyer shall indemnify the Seller in full against any and all Losses howsoever incurred by the Seller as a result of cancellation.
5.5 The Seller shall confirm to the Buyer the availability of the Goods on the date of Assembly. If there is any shortfall in the quantities of the Goods (howsoever caused), the Seller shall not be liable to the Buyer for any Losses (howsoever incurred) it suffers as a result of the non-availability on the date of Assembly. For the avoidance of doubt, nothing in this clause 5.5 shall affect the Buyer’s obligation under the Contract between the Buyer and the Seller to purchase the remainder of the Goods which are the subject of the Contract between the Buyer and the Seller.
5.6 Any Order or portion thereof may be suspended or cancelled at any time by the Seller at its absolute discretion and without liability whatsoever to the Buyer.
5.7 In respect of all Large Orders, the Buyer must comply with the Large Order Process. If the Buyer fails to comply with the Large Order Process in respect of any Large Order, the Seller shall not be liable to the Buyer for any Losses (howsoever incurred) incurred by the Buyer as a result of any failure by the Seller to deliver the relevant Goods on any Collection Date or Delivery Date (as applicable) agreed between the parties.
6.1 The Seller warrants the Goods will be supplied with adequate expiry dates for the Requirements for sale of the Goods in the UK. It is the Buyer’s responsibility to check all expiry dates comply with the Requirements for the relevant Importing Country and the Buyer warrants, represents and undertakes that it has all necessary Import Licences in accordance with the Requirements of the Importing Country to allow to import the relevant Goods into the Importing Country. The Seller accepts no liability in cases where expiry dates are not deemed sufficient for the Requirements of the Importing Country or the Buyer does not have the required Import Licences to import the relevant Goods. Expiry dates of Goods shall not be of the essence of the Contract.
6.2 The Seller warrants that all Goods supplied shall conform with relevant UK Requirements, but shall have no liability for ensuring that the Goods shall conform with the Requirements of any jurisdiction other than the UK.
6.3 In addition and without prejudice to clauses 6.1 and 6.2, it is the Buyer’s specific responsibility before placing an Order for the Goods to ensure that Goods to be ordered are acceptable and meet any and all Requirements of the Importing Country and its Import Licence. This shall include, but not limited to, with respect to the Approved Content and if requested by the Seller, the Buyer shall provide evidence of compliance with the Requirements to the Buyer withing seven days of a request to do so.
6.4 In the event that the Requirements of the Importing Country into which the Goods are to be imported by the Buyer imposes any obligations in respect of the Approved Content or any other relevant consideration in relation to the Goods, the Buyer shall notify the Seller in Writing of such requirements (including any Approved Content it requires the Seller to provide) when the Buyer places its Order for the supply of Goods in accordance with these Conditions. In so far as the Buyer fails to notify the Seller of any such requirements, it shall be deemed to have breached the warranty at clause 6.5 and shall indemnify the Seller as set out therein. The Seller shall not be bound to comply with any request of the Buyer in respect of the Goods under this clause 6.4 unless it expressly agrees to be bound by such request in Writing.
6.5 Subject to the Buyer requesting any amendment under clause 6.4 which the Seller agrees to accommodate in accordance with the same, the Buyer warrants, represents and undertakes to the Seller that the Goods it places an Order in respect of (including, but not limited to, the Approved Content) comply with any and all Requirements of the Importing Country which apply to the relevant Goods and the Buyer’s Import Licence in the Importing Country. The Buyer shall indemnify the Seller for any Losses howsoever incurred by the Seller as a result of a breach of that warranty, representation and undertaking.
6.6 The Seller makes (and the Buyer shall not be entitled to rely upon) no warranty, representation, statement, recommendation, or promise:
6.6.1 as to the accuracy or completeness of any Approved Content or any of the information contained within it; or
6.6.2 that the Approved Content complies (in whole or in part) with any Requirements that apply to in the Importing Country into which the Goods are to be imported in connection with these Conditions;
and the parties agree that the Seller shall have no liability (either to the Buyer or to any third party) in connection with the use of any Approved Content or in connection with any Goods supplied by the Seller to the Buyer as a result of any failure of the Goods to meet any Requirements of the Importing Country.
6.7 Details of any hazardous or dangerous goods ordered by the Buyer will be automatically provided to hauliers, who may have to make suitable arrangements under the International Maritime Dangerous Goods Code (IMDG) or road equivalents and the Buyer shall be liable to pay for the cost of any such arrangement.
6.8 The Seller does not carry pharmaceutical and/or medicinal products licenced for re-sale.
7.1 Subject always to the rest of this clause 7, the price of the Goods shall be the price as agreed in Writing by the Seller and the Buyer at the time of entering into the Contract in accordance with clause 4 (‘Price’).
7.2 Where the Seller has quoted the Price for the Goods in the Final Quotation which forms part of the Contract and the Price quoted shall be valid for the period specified only and shall at all times remain subject to the Goods remaining available to the Seller in the quantities and at the price quoted to the Buyer on the Final Quotation.
7.3 The Seller reserves the right to charge the Buyer in full for any and all additional services including, but not limited to, transportation, pallets, special packaging arrangements, and arrangements for Approved Content in addition to the Price.
7.4 The Seller reserves the right, by giving notice to the Buyer at any time before the delivery, to increase the charge for the additional services and the Price to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller including, without limitation, any foreign exchange fluctuation, currency regulation or alteration of duties, any change in the price at which the Seller is able to source the Goods, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer or failure of the Buyer to give the Seller adequate information or instructions or any other failure of the Buyer which causes a delay.
7.5 The Price is exclusive of any applicable Taxation (including value added tax excise, sales or taxes or levies of a similar nature) which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller or direct to the relevant authority (as applicable).
8.1 Save where the Goods delivered by the Seller are defective and the Buyer complies with clause 11, the Seller shall have no obligation to take return of the Goods and/or refund the Price after the Goods are delivered to the Buyer (howsoever that occurs).
8.2 Unless agreed otherwise in Writing between the Buyer and the Seller, delivery of the Goods shall take place and risk in the Goods will pass in accordance with the Ex Works Incoterms at a place to be agreed between the Buyer and the Seller in Writing.
8.3 Where the Buyer is to arrange shipment, the Seller shall not be responsible for any Losses suffered by the Buyer resulting from failure by the Buyer to give reasonable notice (which for the avoidance of doubt shall be at least 7 days’ notice before the carrier is due to arrive) of the carrier’s time of arrival.
8.4 If applicable, the Delivery Date is approximate only and time for delivery shall not be of the essence of the Contract. The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer. If the Seller delivers the Goods at any time after the Delivery Date, the Seller shall have no liability in respect of such late delivery.
8.5 If applicable, the Collection Date is approximate only, and time for collection shall not be of the essence of the Contract. The Goods may be collected by the Buyer in advance of the Collection Date with the prior Written agreement of the Seller. If the Seller makes available the Goods at any time after the Collection Date, the Seller shall have no liability in respect of such late collection.
8.6 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
8.7 The Seller shall not be liable for any costs incurred for whatever reason after delivery of the Goods is deemed to have taken place. Where goods are sold inclusive of any or all of the freight, handling, port or insurance charges, any increases in, or in the rates for such charges arising after the date of the Contract and before the Goods are delivered or arising through deviation to a new port or airport for whatever reason (including, but not limited to, the Buyer’s request or through any delay however caused) shall be the Buyer’s responsibility subject to the absolute discretion of the Seller.
8.8 Port surcharges and other incidental charges are not included in the freight rate and will be the Buyer’s responsibility.
8.9 Import or customs duty or other official taxes or charges arising from or necessary to enable delivery of the Goods shall be the Buyer’s responsibility.
8.10 The Seller shall bear no responsibility as a result of any Buyer appointed Import Agent’s failure to comply with any Requirements of the Importing Country. The Seller may invoice the Buyer for any and all Losses suffered or incurred by the Seller as a result of any Buyer appointed Import Agent’s acts, omissions, failures and/or non-compliance, including but not limited to, the following:
8.10.1 demurrage charges;
8.10.2 charges as a result of delays caused by the Import Agent;
8.10.3 charges as a result of delays caused by a T1 document being discharged incorrectly by the haulier or Import Agent;
8.10.4 charges as a result of delays caused by the Import Agent failing to request the correct paperwork in a timely manner; or
8.10.5 warehouse storage charges in importing country as a result of the Buyer or Import Agent’s errors.
8.11 Goods shipped using a temperature-controlled environment are only guaranteed by the Seller until risk transfers in line with clause 8.2 or the applicable terms which are agreed between the Buyer and the Seller in Writing in respect of the passing of risk. .
8.12 If the Buyer fails to take delivery of or collect the Goods or fails to give the Seller adequate delivery or collection instructions at the time stated for delivery, then delivery of the Goods shall be deemed to have completed at 9.00am on the second day after the day on which the Seller notified the Buyer that the Goods were ready and without limiting any other right or remedy available to the Seller, the Seller may (at its sole discretion) carry out one or more of the following:-
8.12.1 invoice the Buyer for the full Price of the Goods which shall be payable in accordance with clause 9;
8.12.2 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage plus 1% of net invoice value until delivery;
8.12.3 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;
8.12.4 invoice all outstanding Goods ordered by the Buyer and not delivered, for payment together with an immediate stocking charge of 3% of net invoice value.
8.13 The Buyer undertakes, warrants and represents that, notwithstanding any other provision in these Conditions, where any Order placed by the Buyer includes any Goods which contain alcohol and to which any Taxation attach on account of such alcoholic content either in the place of delivery of such order or any other jurisdiction or territory, it shall be solely responsible for ensuring that all liabilities to Taxation which attach to the supply of Goods containing alcohol by the Seller to the Buyer under these Conditions, shall be satisfied in full (without set-off or withholding) and on time to the relevant administrative, governmental, judicial or regulatory agencies or bodies in all relevant jurisdictions or territories. The Buyer shall submit to the Seller (within 7 days of a request of the Seller) such documentary evidence of the Buyer’s compliance with this provision. The Buyer shall indemnify, keep indemnified and otherwise hold the Seller harmless against any of the following whatsoever, howsoever or wheresoever caused or arising:
8.13.1 all actions, proceedings, liabilities (including direct or indirect liabilities) claims or demands;
8.13.2 all Losses and/or damages (including for the avoidance of doubt all indirect, consequential, or special losses or damages); and
8.13.3 all reasonable outgoings, costs, and expenses (including legal expenses); which are awarded against, incurred by, paid by, taken or issued against the Seller or its personnel due to or as a result of a breach of this clause by the Buyer or its personnel (or any negligence or failure of the Buyer or its personnel in performing its obligations under this clause),
In the event of any conflict between this clause and any other Condition, this clause shall prevail.
9.1 Subject to any prepayment or special terms agreed in Writing between the Buyer and the Seller, the Seller shall invoice the Buyer for the sum of the Goods and additional charges on, or at any time after, despatch of or collection of the Goods (as applicable) from either the Seller’s premises or the premises of the Seller’s supplier (as applicable).
9.2 Invoices are based on the quantity of Goods established by the Seller when the Goods leave the Seller’s premises or the Seller’s supplier’s premises and such assessment when provided to the Buyer by the Seller shall be finally determinative and binding on both the Buyer and the Seller.
9.3 The Buyer shall pay the Price of the Goods together with the costs of all other services rendered by or fees chargeable by the Seller under the Contract, including, but not limited to, under clauses 7.3 above and clause 8.10 above, on the payment date agreed in the Contract notwithstanding the delivery may not have taken place and/or that the property in the Goods has not passed to the Buyer. Time of payment shall be of the essence in this Contract.
9.4 All payments shall be made to the Seller in cleared funds in the currency stated in the Contract to the bank account as notified by the Seller from time to time without any deduction credit or set off whatsoever and the Buyer shall not be entitled to offset any credit, set-off or counterclaim against the Seller in order to justify withholding payment of such amount in whole or part. The Seller may at any time, without limiting any other rights or remedies it may have, set-off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
9.5 The Seller is not obliged to accept Orders from any Buyer who has not supplied the Seller with company identification satisfactory to the Seller. If at any time the Seller is not satisfied as to the creditworthiness of the Buyer it may inform the Buyer that no further credit will be granted to the Buyer and no further Goods will be delivered to the Buyer other than against cash payment and notwithstanding any payment terms contained in the Contract all amounts owing to the Seller shall be immediately payable.
9.6 Until such time as the Buyer has made payment in full for the Goods which are supplied by the Seller under the Contract, the Seller shall be entitled to retain the Documents from the Buyer and shall have no liability for any losses.
9.7 Without limiting its other rights, the Seller reserves the right to levy interest on any sums which are overdue for payment at a rate of 2% per month, calculated daily. Interest shall apply from the due date for payment until actual payment in full, whether before or after judgment.
10 Credit Limit
10.1 The Seller may set and vary credit limits from time to time and withhold all further supplies if the Buyer exceeds such credit limit at its sole discretion.
10.2 If the Buyer exceeds it credit limit, or fails to comply with any credit conditions, the Seller may demand and the Buyer shall make immediate payment of all invoices. In addition, Seller may cancel any further Orders and/or terminate the Contract and any other contract between the parties.
10.3 The Buyer agrees that the Seller will be entitled to provide to third parties any financial trade or credit reference information relating to the Buyer in order to enable or facilitate credit being made available to a Buyer.
11 Inspection, Shortages & Claims
11.1 The Buyer is under a duty to inspect the Goods on delivery or on collection as the case may be.
11.2 Without prejudice to the obligations of the Seller set out at clause 6.1, the Seller shall be under no liability for any defect, damage, shortages or any issue with expiry dates of the Goods that would be apparent on reasonable careful inspection if the terms of this clause are not complied with and, in any event, the Seller will be under no liability if a written complaint is not delivered to the Seller within 48 hours of receipt of the Goods sent by air or road and within 7 days of receipt of the Goods sent by sea of delivery, with such notice to detail the alleged damage or shortage together with photographic evidence to have been validly provided by the Buyer to the Seller.
11.3 Subject to the rest of this clause 11 and subject always to the Buyer’s compliance with its obligations under this clause 11, the Seller shall, at its option and having had a reasonable opportunity to inspect the evidence provided by the Buyer, replace the defective Goods or refund the price of the defective Goods.
11.4 No claims will be considered where any defect, shortage or damage has been caused by (whether in whole or part) the actions of the Buyer (or any of its representatives) whether intentionally or unintentionally.
11.5 Where the Buyer does not follow the Seller’s pallet height recommendations during the transportation of the Goods (howsoever these recommendations are given to the Buyer), the Seller will not be liable for any Losses (however incurred) by the Buyer as a direct or indirect result of the Buyer’s failure to follow the Seller’s recommendations.
11.6 The Seller offers an effective cargo restrain system on all container loadings. Where this is refused, the Seller accepts no risk of Losses (however incurred) by the Buyer as a direct or indirect result of the Buyer’s failure to utilise the Seller’s system.
11.7 The Seller will, at the Buyer’s cost, fully hand load cases containing the Goods upon request from the Buyer. This will be done at the Buyer’s risk and no claims will be considered in respect of such Goods.
12 Risk and Property
12.1 Risk of damage to or loss of the Goods shall pass to the Buyer in accordance with the relevant provisions of Incoterms agreed between the Buyer and the Seller if the Goods are to be delivered, or where Goods are to be collected from the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection.
12.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, title to the Goods shall pass to the Buyer once the Seller has received payment in full and cleared funds of all monies that may be outstanding to the Seller from the Buyer.
12.3 Until such time as the property in the Goods passes to the Buyer:
12.3.1 the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected in satisfactory conditions, and insured and identified as the Seller’s property;
12.3.2 the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business but it shall do so as fiduciary agent of the Seller shall hold on trust and account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and in the case of tangible proceeds, properly stored, protected and insured; and
12.3.3 provided the Goods are still in existence and have not been resold, the Seller shall be entitled at any time to require the Buyer (at its own cost) to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. The Buyer hereby grants the Seller an irrevocable licence to enter its premises and any third parties premises to affect its rights under this clause.
12.4 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 remain the property of the Seller, but if the Buyer does so, all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
13.1 Neither party to this Contract may assign the Contract or any part of it without the Written consent of the other party.
13.2 Under no circumstances shall the supply of Goods to a particular Buyer be interpreted by the Buyer or any party as the granting of exclusive or non-exclusive agency partnership or joint venture status for any particular market, brand, or product by the Seller.
13.3 No agency agreements shall be entered into by the Seller except when specifically negotiated and confirmed and executed in Writing by a duly authorised representative of both the Seller and Buyer.
13.4 All Goods are supplied under these Conditions shall not be re-exported into the UK without the express authority of the Seller in Writing and signed by a duly authorised representative of the Seller.
14 Warranties and Limitation of Liability
14.1 Subject to the Conditions set out herein the Seller warrants that the Goods will at the time of delivery correspond with the specification set out in the Final Quotation which forms part of the Contract and the Seller’s only and sole obligation in respect of the Goods in the event of a breach of the warranty in this clause 14.1 shall be to replace the relevant defective Goods with no liability for any losses whatsoever incurred by the Buyer.
14.2 The Seller shall be under no liability in respect of any defect arising from;
14.2.1 fair wear and tear, or wilful damage, negligence, subjection to abnormal conditions, failure to follow Seller’s instructions (whether oral or in Writing), misuse or alteration of the Goods without the Seller’s approval, or any other act of omission on the part of the Buyer, its employees or agents or any third party;
14.2.2 if the total price for the Goods has not been paid in accordance with the terms set out herein;
14.2.3 in respect of any defect or lack of fitness of the Goods coming from any specification supplied by the Buyer or arising from the manner in which the goods are used or supplied or incorporated with other Goods by the Buyer or a third party; and
14.2.4 in respect of Goods not manufactured by the Seller in which case the Buyer shall only be entitled to the benefit of any such warranty as is given by the manufacturer to the Seller.
14.3 Subject as expressly provided in these Conditions, all warranties, conditions, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
14.4 No Goods may be returned to the Seller without the prior agreement in Writing of the Seller.
14.5 Except as expressly provided in these Conditions, and in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition, or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any consequential loss or damage sustained by the Buyer (including, without limitation, loss of profit or indirect or special loss or loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods which are the subject of the claim.
14.6 The Buyer shall ensure that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory and other regulatory requirements and that the storage and handling of the Goods by the Buyer is carried out in accordance with directions given by the Seller or any competent government or regulatory authority and the Buyer will indemnify the Seller against any liability or Losses which the Seller might suffer as a result of the Buyer’s failure to comply with this condition.
14.7 If the Buyer sells on the Goods it shall do so on terms which include the limitations of liability set out in this clause 14.
14.8 The Buyer agrees to indemnify the Seller and keep the Seller indemnified against all Losses, costs, claims, demands, expenses and actions which the Seller may suffer or incur as a result of the Buyer’s breach of any of the terms of this Contract or as a result of any resale of the Goods to any third party.
15 Buyer’s Default
15.1 If the Buyer fails to make any payment under any Contract with the Seller on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
15.1.1 cancel the Contract or suspend any further deliveries to the Buyer;
15.1.2 appropriate any payment made by the Buyer to the Goods (or the goods supplied under any contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
15.1.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of eight per cent per annum above the Bank of England base rate on a compound basis, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest); and
15.1.4 where the price is to be paid in a currency other than pound sterling (GBP), charge to the Buyer the reduction in the amount of the GBP receivable by the Seller on conversion of the proceeds by the Seller’s bankers as a result of variations in the rate of exchange between the due date and the date of actual payment.
15.2 This condition applies if:
15.2.1 the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
15.2.2 the Buyer becomes insolvent or suspends payment of its debts or is unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986; or
15.2.3 the Buyer becomes subject to a winding up order, a bankruptcy order, an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual) becomes bankrupt or (being a company) goes into liquidation; or
15.2.4 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
15.2.5 the Seller reasonably apprehends that any of the events mentioned above is about to concur in relation to the Buyer and notifies the Buyer accordingly.
15.2.6 Any event analogies to these described in clauses 15.2.1 to 15.2.4 occurs in relation to the Buyer in any jurisdiction in which the Buyer is incorporated, resident or carries out its business.
15.3 If condition 15.2 applies 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 and without prejudice to any other rights of the Seller, it may at its sole discretion, utilise its rights under clause 12.3 above.
16.1 The Buyer undertakes to the Seller that:
16.1.1 the Buyer will regard as confidential; the Contract and all information obtained by the Buyer relating to the business, affairs, customers, clients or suppliers of the Seller and/or the products of the Seller and will not use or disclose to any third party such information without the Seller’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer’s default;
16.1.2 the Buyer will not use or authorise or permit any other person to use any name, trademark, or logo, which the Seller is licensed to use or which is owed by the Seller upon any premises, printed matter or in any other manner whatsoever unless such use shall have been previously authorised in Writing by the Seller;
16.1.3 the Buyer will use all reasonable endeavours to ensure compliance with this condition by its employees, servants or agents.
16.2 This clause 16 shall survive the termination of the Contract.
17.1 Any notice or other communication between the parties in connection with the Contract shall be in Writing and delivered by hand or sent by post or e-mail:
17.1.1 in case of communications to the Seller, to its registered office or such other address as shall be notified to the Buyer; or
17.1.2 in the case of communications to the Buyer, to the registered office or the addressee (if it is a company) or (in any other form) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified by the Buyer.
17.2 Communications shall be deemed to have been received:
17.2.1 if sent by pre-paid first class post, two Business Days after posting; or
17.2.2 if sent by e-mail on a Business Day prior to 4pm GMT, at the time of the transmission and otherwise on the next Business Day; or
17.2.3 if delivered by hand, on the day of delivery.
17.3 A notice given under this Contract is not valid if sent by fax.
17.4 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
18 Force Majeure
18.1 In the event that either party is prevented from fulfilling its obligations under this Contract by the reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (subject to clause 18.2 and 18.4) the party shall not be deemed to be in breach of its obligations under this Contract. The party shall immediately give notice to the other party and must take all reasonable steps to resume performance of its obligations.
18.2 Clause 18.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.
18.3 If the period of such incapacity exceeds six months then this Contract shall automatically terminate unless the parties agree otherwise in Writing.
18.4 The Buyer and Seller expressly agree that each of them shall not be entitled to rely on clause 18.1 in respect of any affects, impacts or results of the Covid-19 Pandemic. at the time of making this Contract the parties to the Contract should have developed ways of working to deal with the Covid-19 Pandemic.
19 Buyer’s duty to advise of special requirements
19.1 When placing the order the Buyer must advise and it warrants to the Seller it has advised the Seller in Writing of any special, legal, administrative, or regulatory requirements applying in the territory in which the Buyer is to import, use or sell the Goods as to composition, labelling, distribution, or the sale of the Goods and the Buyer must advise the Seller immediately of any change in such requirements.
19.2 The Buyer shall indemnify the Seller in respect of any costs of its compliance with any of the requirements advised under clause 19.1 and in addition shall separately indemnify the Seller for any Losses (howsoever incurred) as a result of the Buyer’s breach of clause 19.1 and the warranty contained therein.
The Seller may terminate this agreement at any time (without reason) and without further obligation to the Buyer on 1 days’ notice in writing. The Seller may terminate this agreement forthwith at any time and without further obligation to the Buyer if the Buyer becomes insolvent or an order is made or a resolution passed for the winding up of the Buyer (other than for the purpose of a solvent amalgamation or reconstruction) or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of its assets or if the Buyer commits any breach of any of the terms of this Contract.
21 Data Protection
The Seller shall use any personal information it collects in accordance with its privacy notice which can be found on its website at www.ramsden-international.com/privacy-cookies.
No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent of the same or any other provision.
23.1 If any provision of these Conditions is held by any authority to be invalid or enforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
23.2 If any provision or part-provision of this Contract is deemed deleted under clause 23.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
As a member of the British International Freight Association, the BIFA standard trading conditions as referenced in the link below apply in addition to the terms of this Contract. If there is any conflict between the terms of this Contract and the BIFA standard trading conditions, this Contract shall prevail.
25 Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
26 Governing Law and Jurisdiction
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales and the parties irrevocably agree to submit to the exclusive jurisdiction of the English and Welsh courts.