Terms and Conditions
“Buyer” means the person or company buying the Goods from Brighton and Newhaven Fish Sales Limited.
“Seller” means BNFS, or any trading names used by Brighton and Newhaven Fish Sales Limited, (Company registration number 7091639).
“Goods” means the goods (including any instalments of the goods or any parts for them)
which the seller is to supply in accordance with these terms and conditions.
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with these conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any quotation is accepted, or purported to be accepted, or any such order is made or purported to be made. Placing an order means acceptance of the Agreement.
2.2 No variation of these Conditions shall be binding unless agreed in writing by the authorised representative of the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods and no such representations shall be binding on the Seller unless confirmed by the Company in writing. In entering into the Contract the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.
2.4 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 on entirely at the Buyer’s own risk.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other documentation or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. Quotations, Orders and Contracts
3.1 Quotations are only valid in writing and during the period stated. If unstated, the period is for that day only.
3.2 Orders may be received by internet, telephone but are only binding when accepted by the Seller in a written order confirmation. The Buyer is responsible for the accuracy of the order and must check the order confirmation and immediately notify the Seller of any mistake. If no such written notification is received within 24 hours of the date of the order confirmation the details stated in the order confirmation will apply.
3.3 The quantity, quality and description of, and any specifications 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).
3.4 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, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.5 The seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or E.U. requirements or, where the goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.6 The descriptions and illustrations contained in the Seller’s catalogues, price lists and advertisements, or otherwise communicated to the Buyer are for illustrative purposes only and nothing contained in any of them shall form part of the Contract.
4. Cancellation by the Buyer
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 all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
5. Price of the Goods
5.1 The price of the Goods shall be the Seller’s quoted price at the date of acceptance of the order. All prices quoted are valid for the day on which they were quoted or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without further notice.
5.2 Except as otherwise stated in the Seller’s quotation, and unless otherwise agreed in writing all prices are given on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
5.3 Changes to exchange rates, duties, insurance, freight and purchase costs may cause the Seller to adjust prices accordingly without further notice.
6. Terms of payment
6.1 Subject to any special terms agreed in writing the Seller may invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, or at any time after the Seller informs the Buyer that the Goods are ready for collection.
6.2 Payment must be made by the Buyer before supply of the Goods or, within the terms agreed with the Seller.
6.3 The time of payment is of the essence of the Contract.
6.4 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:
(a) cancel any Contract or suspend any further deliveries to the Buyer;
(b) appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Seller and the Buyer) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
(c) charge the Buyer interest (both before and after the judgement) on the amount unpaid, at a rate of 1% per month above the base lending rate of the Bank of England for the time being, from the due date for payment until the actual date of payment, or at the rate prevailing pursuant to The Late Payment of Commercial Debts (Interest) Act 1998, and subsequent amendments thereto whichever is the higher. We will exercise our statutory right to claim interest (at 8 per cent over the Bank of England base rate) and compensation for debt recovery costs under the Late Payment legislation if we are not paid according to our agreed credit terms.
6.5 All charges related to transfers of monies in payment of invoices shall be borne by the buyer.
6.6 In the event the Buyer is granted credit by the Seller, any agreed credit limit shall be subject to increase or decrease at any time and shall not act so as to limit the amount recoverable from the Buyer by the Seller.
7. Delivery, title and risk
7.1 The delivery period in the order confirmation is approximate. The place of delivery is as stated in the order confirmation. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract.
7.2 The risk in the Goods shall pass from the Seller to the Buyer upon delivery of such Goods to the Buyer. However, notwithstanding delivery and the passing of risk in the Goods title and property to the Goods, including full legal and beneficial ownership, shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full for all Goods delivered to the Buyer under this and all other contracts between Seller and the Buyer for which payment of the full price of the Goods there under has not been paid. Until such time as the property in and legal title of the Goods passes to the Buyer, the Buyer shall not 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, insured and identified as the Seller’s property. Until that time, the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of the sale of the Goods, including insurance proceeds, and shall keep all such proceeds separate from any moneys of the Buyer and of third parties.
7.3 If the Buyer refuses delivery without the Seller’s agreement, the Buyer is responsible for the Seller’s expenses or loss resulting from that refusal, including storage costs, until you accept delivery.
All Goods must be inspected by the Buyer immediately upon receipt. The Seller shall not be liable to the Buyer for any defects or non-conformity not confirmed by the Buyer to the Seller in writing within 24 Hours of delivery. If the Seller agrees to the return of such defective Goods, the Goods must be in original condition together with packaging; a return note and proof of purchase. The Seller reserves the right to charge the Buyer the return costs of such Goods.
9.1 Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation or any express or implied warranty, condition or other term for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever.
9.2 The Seller’s liability shall not exceed the purchase price of the products or services that are subject of any claims made by the Buyer.
10. Force Majeure
The Seller shall not be liable to the customer, or deemed to be in breach of any Contract with the customer, 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 force majeure or to any other cause beyond the Seller’s reasonable control.
11. Insolvency of the Buyer
If the Buyer, being a body corporate, shall pass a resolution or suffer an order of the Court to be made for winding-up, or if a receiver, administrator or administrative receiver shall be appointed or, being an individual or partnership, shall suspend payment, propose or enter into any composition or arrangement with his or their creditors, or have a bankruptcy order made against them, then the Seller shall have the right without prejudice to any other Contract with the Buyer, not to proceed further with the Contract, and shall be entitled to charge for work already carried out (whether completed or not) and for goods, materials and services already purchased for the Buyer, such charge to be an immediate debt due from the Buyer.
English law and the exclusive court jurisdiction of the English courts will apply to the agreement.