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ARMITAGES PET PRODUCTS LIMITED

General Terms and Conditions of Sale

1. FORMATION AND INCORPORATION

Goods are sold on these Conditions to the exclusion of all other terms and conditions and all previous oral or written representations including any terms or conditions which you may purport to apply under any purchase order, confirmation of order or similar document.

Each order or acceptance of a quotation for goods shall be an offer by you to purchase goods on these Conditions. A contract for the sale of goods is formed when we accept your order either formally or by conduct.

Acceptance by you of delivery of any goods shall be conclusive evidence of your acceptance of these Conditions.

These Conditions may only be varied or amended in writing and signed by one of our directors.

1. DESCRIPTION

Goods are offered subject to stocks being available.

We may make any change to the specification, design, materials or finishes of the goods or their packaging which are required to conform with any applicable safety, statutory or regulatory requirement. Where we cannot make any such changes we shall be entitled to rescind the relevant order or contract and we shall not be liable for any loss suffered by you as a result.

All samples, drawings, descriptive matter, specifications and advertising which we or any manufacturer issue and any descriptions or illustrations contained in our or any manufacturer’s catalogues or brochures are issued or published for the sole purpose of giving you an approximate idea of the goods represented by or described by them. They will not form part of any contract for the sale of goods which is not a sale by sample.

1. PRICE AND PAYMENT

The price for the goods will be the price current at the date of despatch of order and is exclusive of value added tax or any other similar sales taxes levies or duties which will be added to or charged on invoices at the appropriate rate.

We may invoice you for the goods on or at any time after delivery and payment is due within 28 days of delivery.

Payment shall be due in pounds sterling but shall not be deemed received until we have received cleared funds.

All payments which you make will be made in full, without any set-off, restriction or condition and without any deduction for or on account of any counterclaim.

If any sum payable by you is not paid when due then, without prejudice to any of our other rights, that sum will bear interest from the due date until payment is made in full, both before and after any judgement, at 3% above HSBC Bank plc base rate from time to time and we will be entitled to suspend deliveries of the goods until the outstanding amount (including interest) has been received.

4. DELIVERY

Goods will be delivered carriage paid (mainland UK only) on all orders of £350 in value (exclusive of value added tax). For orders below this amount we shall include appropriate costs of carriage in our invoice.

We may deliver the goods by separate instalments. Each instalment shall be a separate contract and no cancellation or termination of any one contract relating to an instalment will entitle you to repudiate or cancel any other contract or instalment.  Each separate instalment will be invoiced and paid for in accordance with these Conditions.

Unless otherwise expressly agreed in writing any delivery times specified by us in our quotation or otherwise are business estimates only and time of delivery will not be of the essence. If we are unable for any reason to fulfil any delivery on the specified date we will not be deemed to be in breach of these Conditions.  We will not be liable to you for any direct, indirect or consequential loss (all three terms to include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused (including as a result of negligence) by any delay or failure in delivery.  Any delay in delivery will not entitle you to cancel any order or contract.

It shall be your duty to inspect the goods on delivery and you will not be entitled to claim for non delivery, shortages, damages or incorrect delivery unless:-

• the claim is notified to us by telephone within 72 hours and also confirmed in writing within 7 days of delivery; and
• we have been given an opportunity of inspecting the goods before removal from the point of delivery.

Any other claims of whatsoever nature not falling within Condition 4.4 which arise from a delivery must be made in writing not more than 28 days after the date of delivery.

No claim arising out of damage, loss or delay of goods in transit can be made by you unless, in addition to any other requirements set out in these Conditions, we are notified in writing in sufficient time to enable a claim to be made on the carrier.

1. RISK AND PROPERTY

The risk in the goods shall pass to you on delivery of the goods or any carrier acting on your behalf.

The property in the goods shall not pass to you until the full price of the goods and goods which are the subject of any other contract we have with you has been paid in full.

Until such time as the property in the goods has passed to you all goods: –

• shall be held by you in a fiduciary capacity and stored by you at your premises in such a manner that they are clearly identifiable as our goods and shall be kept separate from any other goods whether or not supplied by us;
• shall be handed over to us on demand and we shall be entitled to re-take possession of them without prejudice to any of our other rights against you;
• shall be maintained in satisfactory condition and you will not destroy, deface or obscure any identifying mark or packaging on or relating to the goods.

You grant to us an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them or where your right to possession has terminated, to recover them.

We can recover payment for the goods from you notwithstanding that property in the goods has not passed to you from us.

1. WARRANTY AND LIABILITY
   • Applicable goods will, unless otherwise stated in writing, conform to the requirements of the Agriculture Act 1970 or any other statutory modification or re-enactment thereof. All other goods shall, at the time of delivery, be free from defects in workmanship and materials.
   • Except as set out in Conditions 6.1 and 6.4 there are excluded from any contract for the sale of goods, to the fullest extent permissible in law, all conditions, warranties and stipulations, express or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in your favour.
   • Where any valid claim in respect of any of the goods which is based on any defect in quality or condition or made under Condition 4 is notified to us in accordance with these Conditions we shall be entitled to replace the goods (or the portion in question) free of charge or, at our sole discretion, refund to you the invoice price of the goods (or a proportionate part of the price) but we shall have no further liability to you.
   • We do not exclude our liability (if any) to you:-
     • for breach of our obligations arising under section 12 Sale of Goods Act 1979; or
     • for personal injury or death resulting from our negligence; or
     • under section 2(3) Consumer Protection Act 1987; or
     • for any matter which it would be illegal for us to exclude (or attempt to exclude) our liability; or
     • for fraud.
   • Except as provided in Conditions 6.1 to 6.4 we will be under no liability to you whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three terms to include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused arising out of or in connection with:-
     • any of the goods, or the manufacture or sale or supply, or failure or delay in supply, of the goods by us or on the part of our employees, agents or sub-contractors;
     • any breach by us of any of the express or implied terms of the contract for the sale of goods or of these Conditions;
     • any use made or resale by you of any of the goods, or of any product incorporating any of the goods; or
     • any statement made or not made or advice given or not given by us or on our behalf.
   • You acknowledge that the above provisions of this Condition 6 are reasonable and reflected in the price of the goods which would be higher without those provisions and you will accept such risk and/or insure accordingly.
   • You will indemnify us against any loss or damage suffered or liability incurred by us whatsoever as a consequence of:
     • our printing or using in any way labels, packaging and any other printed matter where such printing or use was in accordance with your instruction or authority;
     • any breach by you of or the negligent performance or failure or delay in performance by you of any of these Conditions or any act or omission of your employees, agents or sub-contractors.

2. FORCE MAJEURE
   • We will not be liable to you for any failure or delay or for the consequences of any failure or delay in performance of our obligations under these Conditions and shall have the right to cancel or vary the volume of the goods delivered, if we are prevented from or hindered in performing our obligations through any circumstances beyond our control including but not limited to industrial action (including dock strike), war, fire, acts of God, acts of terrorism, acts of national emergencies, prohibitions or enactments of any kind. We will be entitled to a reasonable extension of time for performing such obligations.
3. TERMINATION
   • We may by written notice to you suspend or cancel any contract for the sale of goods if you do not comply with these Conditions or if you make any voluntary arrangement with your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or an encumbrancer takes possession of or a receiver, manager or administrative receiver is appointed of any of your property or assets, or if you cease or threaten to cease to carry on business.
   • The cancellation of any contract for the sale of goods is without prejudice to our and your rights, duties and liabilities accrued prior to cancellation. The Conditions which expressly or impliedly have effect after cancellation will continue to be in force notwithstanding cancellation.
4. GENERAL
   • Each of our rights or remedies under these Conditions is without prejudice to any other of our rights or remedies whether under these Conditions or otherwise.
   • Any relaxation or waiver by us of any of these Conditions shall act merely as a waiver on that occasion and shall not affect our right to enforce these Conditions on other occasions.
   • Any contract for the sale of goods is personal to you and you may not assign, delegate, license, hold on trust or sub-contract all or any of your rights or obligations under such contract without our prior written consent.
   • We may undertake a search with a credit reference agency before accepting your credit application. We may also make enquiries about the principal directors with a credit reference agency.  The credit reference agency will record these searches.  We will monitor and record information relating to your trade credit performance and such records will be made available to credit reference agencies and other organisations to assess applications for credit.
   • You acknowledge that we are a data controller for the purposes of the Data Protection Act 1998 and may be required to process personal data in connection with the entering into, performance or enforcement of any contracts. In entering into contracts you consent to us on behalf of yourself and your employees to use and process personal data and agree that we may use and disclose personal information to third parties.
   • Neither you or we intend that any of these Conditions will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to the contract for the sale of goods.
   • Any notice in connection with these Conditions will be in writing addressed to the other at its registered office or principal place of business and will be delivered by hand or first class or special delivery post. The notice will be deemed to have been duly served, if delivered by hand, when left at the proper address for service or if made by pre-paid, first class post or special delivery post, 48 hours after being posted.
   • Each contract for the sale of goods and these Conditions will be governed by English law. The English courts will have exclusive jurisdiction (and you agree to submit to that jurisdiction) to settle any dispute which may arise out of or in connection with a contract or these Conditions.