Interpretation

1.1 In these Conditions:

'BUYER'' means the person who accepts the quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.

"GOODS" means the Goods (including any instalment of the Goods or any parts) which the Seller is to supply in accordance with these conditions.

"SELLER" means FAILTE FOOD SERVICE LIMITED registered in Scotland under Company Number SC275128 with registered office at Stances C10-C16 Glasgow Fruit and Vegetable Market, 130 Blochairn Road. Glasgow G21 2DU.

"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.

1.2 The headings are for convenience only and shall not affect their interpretation.

Basis of sale

2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any 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 any such order is made or purported to be made, by the Buyer.

2.2 No variation to these Conditions shall be binding unless agreed in writing between authorised representatives of the Buyer and Seller.

2.3 Any typographical, clerical or other error or omission in any quotation, invoice, estimate, delivery note or other document issued by the Seller shalt be subject to correction without any liability on the part of the Seller.

Orders and specifications

3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order 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.

3.2 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against any loss, (including loss of profit) cost (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

The price of the Goods shall be the price which appears on the Seller's invoice. All written and verbal

prices provided to the Buyer before delivery ("the estimated price") are estimates which are only indicative of the likely price of the Goods.

The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable

to pay to the Seller.

Terms of payment

Subject to any special terms agreed in writing between the Buyer and the Seller. the Seiler shall be

entitled to invoice the Buyer for the price of the Goods at the time of 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 available for collection or (as the case may be) the Seller has tendered delivery of the Goods.

Subject to any special terms agreed in writing between the Buyer and the Seller, the Buyer shall pay

the price of the Goods immediately on receipt of the Seller's invoice, and the Seller shall be entitled to recover the price notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only on request.

if the Buyer fails to make payment on the due date then. without prejudice to any other right or remedy

available to the Seller, the Seller shall be entitled to:

5.3.1 cancel the contract or suspend any further deliveries to the Buyer.

5.3 2 appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer): and

5.3 3 charge the Buyer interest (both before and after a court decree has been granted) on the amount unpaid, at the rate of 8 per cent a year above the Royal Bank of Scotland plc 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

Subject to any special terms agreed between the Buyer and the Seller, delivery of the Goods shall be

made by the Seller delivering the Goods to the Buyer's premises. or. if some other place of delivery is agreed by the Seller, by the Seller delivering the goods to that place.

Where the Goods are delivered otherwise than at the Seller's premises, the Seller shall be under no

obligation under Section 32(2) of the Sale of Goods Act 1979.

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 however 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 the Buyer.

6.4 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.

It the Seller fails to deliver the Goods (or any instalment) 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.

Risk and ownership

Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery by the Seller to

the Buyer 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 the passing of 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 other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.

Until such time as the property in the Goods passes to the Buyer in terms of clause 7.2, the Buyer shall

keep the Goods separate from those of the Buyer arid of third parties and properly stored. protected and insured and identified as the Seller's property, but the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.

7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been re-sold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and. if the Buyer fails to do so forthwith, to enter upon premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

<>Inspection and storage

8.1The Buyer shall inspect the Goods and check their quantity and quality at the time of delivery. The

Buyer shall check the temperature of all Goods at the time of delivery.

8.2The Buyer shall store the Goods in appropriate conditions immediately after delivery. Appropriate

conditions for frozen, ambient and chilled Goods, for the purposes of these Conditions, are as follows:

FoodstuffTemperature 

Frozen food -12"C to -30OC

Ambient food2"C to 22°C

Chilled food2'C to S'C

Warranties and liability

9.1Subject to the conditions set out below the Seller warrants that the Goods will correspond with their

specification at the time of delivery and will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979 (as amended)).

9.2The above warranty is given by the Seller subject to the following conditions:

9.2.1 the Seller shall be under no liability in respect of any defect arising from wilful damage. negligence. abnormal working conditions, failure to keep the Goods in an appropriate place and at an appropriate temperature as provided for in these Conditions:

9.2.2 The Seller shall be under no liability under the above warranty (or any other warranty, condition

or guarantee) if the total price for the Goods has not been paid by the due date for payment.

9.3 Subject as expressly provided for in these Conditions. and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties. conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

9.4 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with the specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 36 hours from the time of delivery. Any claim by the Buyer which is based on any defect in the quantity or temperature of the Goods shall be notified to the Seller at the time of delivery. If delivery is not refused. and the Buyer does not notify the Seller within the above time periods, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract,

9.5 Any Goods which are the subject of a claim by the Buyer which is based on any defect in the quality. quantity. temperature or condition of the Goods or their failure to correspond with specification shall be stored in appropriate conditions as set out In clause 8 frotr. the time they are delivered until they can reasonably be inspected or collected by the Seller.

9.6 The Buyer shall not be entitled to any refund of price or replacement of goods if the Goods have not been stored in appropriate conditions.

9.7Goods which are returned by the Buyer to the Seller must. be returned with the Goods' original

packaging and labelling. Goods which are not returned with the original packaging and labelling will be deemed not to have been returned.

9.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions. the Seller shall be entitled to replace the Goods (or the part in question) free of charge or. at the Seller's sole discretion. refund to the Buyer the price of the Goods (or a proportionate part of the price). but the Seller shall have no further liability to the Buyer.

9.9Except in respect of death or personal injury caused by the Sellers 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 the express terms of the Contract, for any indirect. special or consequential loss or damage (whether for loss of profit or otherwise), costs. expenses or other claims for compensation whatsoever whether caused by the negligence of the Seller. its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyei. and the entire liability of the Seller under or in connection with the contract shall not exceed the price of tire Goods, except as expressly provided in these Conditions.

9.10 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform. any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing. the following shall be regarded as causes beyond the Seller's reasonable control: including (I) labour disputes, (2) breakdown of equipment. (3) failure or shortages of energy, water and other supplies. (4) delays transit.

Insolvency of Buyer

10.1 If the Buyer (1) fails to pay any part of the price by the due date or (2) becomes insolvent or enters into any arrangement with creditors or (3) a petition is presented. or a resolution proposed. for the winding up of the Buyer or (4) a receiver or administrator is appointed by the Buyer or over any part of its assets or (5) any equivalent event occurs in any jurisdiction other than Scotland, the Company shall have the right to immediately and without notice terminate the contract and repossess the Goods. The Buyer, shall assist the Seller to repossess the Goods.

General

11.1 These Conditions shalt prevail over any standard Conditions of the Buyer.

11.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

11.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable 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

Jurisdiction

12.1 The Contract shall be governed by the Law of Scotland and the parties agree that all disputes arising out of the Contract and all unjust enrichment, restitution and constructive trust claims which either party may pursue against the other in connection with or arising out of the supply of goods by the Seller to the Buyer: shall be determined by court proceedings at Glasgow Sheriff Court and the parties hereby prorogate the exclusive jurisdiction of Glasgow Sheriff Court