L & S MIDDLETON LIMITED

GENERAL SALES, DELIVERY AND PAYMENT TERMS AND CONDITIONS

1.DEFINITIONS

In these terms and conditions the following expressions shall have the following meanings:

1.       “the Seller” means L & S MIDDLETON LIMITED

2.       “the Buyer” means the natural or legal person or combination of such persons who purchases the goods from the

3.       “the Goods” means the items or articles the subject of the Order placed with the Seller.

4.       “the Conditions” means the terms and conditions herein set out which shall govern the purchase and sale of the

5.       “the Order” means the order placed by the Buyer with the Seller for the supply of the Goods.

6.       “the Contract” means the contract of sale concluded by the placing of an Order which is accepted by the

7.       “the goods” means the goods as set out in the

QUOTATIONS

Quotations shall only be valid for a maximum period of 30 days from the date of the quotation unless otherwise agreed in

The quotation may be withdrawn or cancelled or amended by the Seller at any time prior to acceptance within the validity period by written or oral

CREDIT

 (a) Credit will be granted at the sole discretion of the Seller and subject to the Buyer  providing a fully completed application form and to the Buyer’s references and credit checks being taken up and reviewed.

(b) The provision of credit by the Seller to the Buyer is subject to the Buyer’s compliance with Clause 7 of these Terms and Conditions and may be withdrawn by the Seller at any time and at the Seller’s sole discretion.

(c) Credit accounts will be reviewed periodically and may be suspended or withdrawn.

(d) The Seller may at its sole discretion request that payment of the Buyer’s account are brought forward if the Buyer’s credit limit is exceeded by further orders being placed by the Buyer.

VARIATIONS AND CONDITIONS

• NEITHER the Buyer nor the Seller shall be bound by any variation, waiver of or addition to the Conditions or to the Contract except as agreed by both parties in writing and signed on their

• Where the Buyer purports to rely on its terms and conditions in respect of the Contract, the Seller’s terms will prevail.

• No statement or representation made at any time prior to the Contract shall be a term of the Contract or deemed to be an inducement or collateral contract pursuant to which the Buyer entered into the

• The Seller’s quotations, estimates and offers do not bind the Seller until confirmed by the Seller in a Confirmation of

• In the event that the Buyer amends the Order – whether before or after the Contract is concluded – the Buyer agrees to pay the Seller any additional costs arising from such

    5 DELIVERY

• Delivery of the Goods shall be made at the Seller’s earliest Any time or date for delivery is an estimate only and may be cancelled or revised at the Seller’s option. Time for delivery by the Seller shall not be of the essence in the Contract.

• The Seller shall not be liable to the Buyer for any loss or damage suffered directly or indirectly by the Buyer from any delays in delivery howsoever

• The Seller shall have no liability to the Buyer in the event of non- delivery of the whole or any portion of the Goods caused directly or indirectly by Act of God, elements, war, act of Government, strikes or lockouts, fire, flood, breakdown of machinery, non- delivery or delay in delivery by the Seller’s suppliers of the

• The Seller may effect part deliveries and may do so in any order.

• Dispatch shall ordinarily be effected from the Seller’s If the Seller elects to deliver to the Buyer’s premises then the Buyer will accept delivery of the Goods when tendered by the Seller provided such delivery is tendered at the Buyer’s place of business within usual business hours or at such other place as may be agreed between the Seller and the Buyer.

• Delivery shall be deemed to take place when the goods are lifted from the delivery vehicle.

6.       PRICE

The Seller reserves the right to alter its prices as well as the specifications, types or quality of the goods at any time.  The goods are sold subject to prices and conditions ruling at the time of invoice and the placing of an order and its acknowledgement by the Seller shall not be construed as acceptance at a particular price.

     7.TERMS OF PAYMENT

1.       Payment is to be made in cash or in cleared funds prior to delivery or the day of delivery unless the Buyer has an approved credit account.

2.       If the Buyer has an approved credit account, payment is due no later than 30 days from the date of invoice unless otherwise agreed in writing.

3.       If the Buyer fails to pay in full by the due date, the Seller may:-

(i)    Suspend or cancel future deliveries;

(ii)   Cancel any discount offered if applicable;

(iii)  Charge interest compensation and costs under the Late Payment of    Commercial Debts (Interest) Act 1998;

(iv)   If the Buyer has an approved credit account, the Seller may withdraw or reduce the credit limit or bring forward the Buyer’s dates for payment for all or any other invoices rendered.

(v)  The Seller agrees to indemnify the Buyer in relation to all expenses and liabilities including legal costs on a full indemnity basis in connection with recovering any overdue invoices.

 RISK

• Unless otherwise agreed between the parties the risk in the Goods shall pass

to the Buyer when the Goods are delivered.

  RETENTION OF TITLE

• Notwithstanding delivery the property in the goods shall not pass to the buyer

until the Buyer has paid in full the price of the Goods.

• Furthermore the property in the Goods shall not pass to the Buyer unless and until the full price of any other goods the subject of any other business transaction between the Buyer and the Seller has been paid. Such price and the price of the Goods shall hereinafter together be called “the value” and shall where the context so permits include in addition thereto any costs of repossession incurred pursuant to paragraph (ii) of Clause (c)

• Until the value has been received by the Seller the Buyer will hold the Goods as bailee on behalf of the Seller and the Buyer hereby acknowledges that there shall accordingly subsist a fiduciary relationship in respect of the Goods between the Buyer and the Subject thereto:

• The Buyer is authorised by the Seller to agree to sell on the Goods subject to the express condition that the entire proceeds thereof are held in trust for the Seller and are not mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Seller’s money.

• The Seller may, at any time if payment is overdue in whole or in part without prejudice to any other right arising pursuant to or consequent upon this Agreement, for the purpose of recovery of the Goods, enter upon any premises where the Goods are stored or where they are reasonably incurred by the Seller in connection with such recovery shall be paid by the Buyer;

• It is declared for the avoidance of doubt without prejudice to the generality of

the foregoing that the Seller may recover the Goods and payment shall become

due if:-

• The Buyer does or fails to do anything which would entitle an Administrator or Administrative Receiver to take possession of any of its assets or which would entitle any person to present a petition to wind up the Buyer: and/or

• The Buyer passes any resolution to wind itself up or publishes a notice convening a meeting of its creditors pursuant to section 98 of the Insolvency Act 1986 or any statutory modification or replacement thereof: and/or

• The Buyer if an individual has a Bankruptcy Order made against it or enters into

any arrangement for the benefit of its creditors generally.

• In the event of the goods having being resold by the Buyer the Seller reserves

the beneficial entitlement to the proceeds of sale until payment of goods has

been made in full.

• The Seller also reserves the right to add collection costs and legal fees incurred in the recovery of the outstanding debt pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

• Each of the preceding Clauses and subparagraphs shall be construed and shall

take effect separately and in the event of one or more such Clauses or sub-paragraphs being held ineffective this shall not affect the validity of the remaining Clauses or sub-paragraphs.

10.     CLAIMS

• The Buyer or a person acting on its behalf shall inspect the Goods

immediately upon delivery thereof.

• If upon inspection the Goods are damaged or there is a material discrepancy between the Goods received and the Goods requested in the Order, the Buyer or a person acting on its behalf must notify L & S Middleton Limited immediately after the receipt of such Goods to the delivery location, providing evidence of the damage or discrepancy.

• The Buyer must also preserve whatever rights of action it may have against third parties in respect of such loss, defects or damage to the Goods.

• Goods which are subject of a claim under this clause must be returned within24 hours of delivery provided that Goods are returned on a Business Day,

• If the claim is in relation to damaged Goods and upon inspection by L & S Middleton Limited (acting reasonably) the Goods are not damaged, L & S Middleton Limited reserves the right to invoice the Buyer for the full amount due for the Goods.

• Other than under the provisions of this clause 10, L & S Middleton Limited does not accept any cancellation or returns of the Goods and will not reimburse the Buyer for the return of Goods which are not subject to a claim.

11.     WARRANTY

• Subject as hereinafter provided, L & S Middleton Limited warrants that all Goods supplied hereunder are at the date of despatch free from material defects, however that its sole liability to the Customer shall be limited to making good or, if necessary, replacing any Goods which shall, by consent with L & S Middleton Limited, be returned to L & S Middleton Limited or its duly authorised representative within 24 hours of delivery, provided that returns must take place on a Business Day. and provided it is clearly established that such goods were in fact defective at the time of despatch. The Buyer acknowledges and agrees that due to the nature of the Goods, Goods may vary from photos, descriptions or previous orders for the same or similar Goods.

• No warranty whatever is given or shall be implied that the Goods are suitable in size, shape, quality, capacity or otherwise for the purpose for which the goods are bought and L & S Middleton Limited shall not be liable for any damage arising by reason of unsuitability of the Goods for the particular purpose for which the same may have been used.

• The Buyer shall be responsible for any expenses of transportation, installation, labour and other costs which may be involved in relation to any claim hereunder save to such extent as L & S Middleton Limited may agree in writing in any particular case.

• The foregoing warranty does not extend to any Goods which have been accidentally damaged or which have been neglected or used in any way so as to affect adversely their reliability or quality or uses under normal conditions. This includes Buyer’s failure to follow L & S Middleton Limited’s instructions with respect to particular products (for example, the requirement to refrigerate immediately).

• L & S Middleton Limited gives no warranty whatever in respect of its Goods except the foregoing warranty excludes all other conditions warranties or representations as to quality, fitness or suitability whether express, implied, collateral or statutory.

• In the event of there being any dispute as to whether or not the Goods are defective at the time of despatch or as to the case of any defect L & S Middleton Limited shall be entitled to apply or have applied such tests as may be necessary but L & S Middleton Limited shall not be responsible for any loss occurring or for any damage to the Goods or to any other Goods, occasioned by or in the case of such tests.

• Notwithstanding that sample of the Goods has been exhibited to and inspected by the Buyer it is hereby agreed and declared that such sample was so exhibited and inspected solely to enable the Buyer to judge for himself the quality of the bulk and not so as to constitute a sale by sample under this contract. The Buyer shall take the Goods at his own risk as to their corresponding with the same sample and/or as to their quality, condition or fitness for any purpose.

• Notwithstanding clause 10 above, where a claim arises under this warranty the Buyer shall furnish within 24 hours thereof all details of the claim to L & S Middleton Limited by prepaid registered post addressed to L & S Middleton Limited’s Sales Manager at the address specified on the face of the invoice and every claim shall specify the date and place of purchase, the date on which the Goods were despatched, the circumstances in which the alleged defect(s) became apparent and such further details as maybe relevant to the claim or requested by L & S Middleton Limited.

12.     BREACH BY BUYER

If the Buyer shall commit any material breach of its obligations hereunder or shall commit an act of insolvency  or (being a corporation) shall go into liquidation other than for the purpose of reconstruction or amalgamation or shall suffer the appointment of a receiver of any of his or its property or make any deed or arrangement with or composition for the benefit of any of his or its creditors, or if in the opinion of the Seller, the Buyer’s credit becomes impaired, the Seller shall have the following rights and remedies in addition to any other rights and remedies provided by applicable law:-

• The Seller shall have the right forthwith to terminate the Contract or any part of

• All sums shall become immediately due and payable, notwithstanding any credit terms previously in

• The Seller may refuse any order placed by the Buyer

• The Seller may cancel any accepted orders or delay shipment of any order.

• If credit previously has been extended by the Seller to the Buyer and the Seller elects to make further sales to the Buyer, the Seller may require payments on a C.O.D or cash-in-advance

• In the event collection of sums due from the Buyer the Seller is referred to lawyers or debt recovery agents or if proceedings are brought to collect such sums or to enforce the right of the Seller, the Buyer agrees to pay all costs, commissions, administration charges and reasonable fees and disbursements, including such costs and fees incurred in any appeal or proceedings and in executing on any judgment and shall indemnify the Seller in this

13.     LIABILITY

(a)   If the Buyer deals as a consumer as defined in Section 2 of the Consumer     Rights Act 2015 the following provisions shall not apply and the Buyer’s statutory rights herein remain unaffected

(b) Except in respect of death or personal injury caused by the negligence of the   Seller the Seller’s aggregate liability, if any, to the Buyer whether for negligence, breach of contract, misrepresentation, unless fraudulent, or otherwise shall, in no circumstances exceed the price paid for the goods.

(c)  Except as expressly provided for in these conditions;

• All conditions and representations expressed or implied by statute, common law or otherwise in relation to the Goods and or Services are hereby excluded to the fullest extent permitted by law save for liability for death or personal injury caused by negligence of the Seller.

• The Seller shall have no liability for any indirect or consequential losses or expenses suffered by the Buyer, howsoever caused, and excluding without limitation loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party

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14.     SEVERABILITY

(a)  Should any provision of the Terms & Conditions for the supply of Goods prove to be illegal or unenforceable, such provision shall be deemed severable to the extent of such illegality or unenforceability and the remaining provisions thereof shall continue in full force and effect.

(b)  That failure by the Seller at any time to fully enforce any Terms & Conditions of the contract for the supply of Goods or to exercise any rights hereunder shall not constitute a waiver of such Terms & Conditions nor shall it affect the Seller’s right to enforce them.

15.     WAIVER

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.

16.     ASSIGNMENT AND THIRD PARTY RIGHTS.

• The Seller may subcontract the performance of any contract with the Buyer in whole or in part, and may assisgn the benefit and burden of any contract with the Buyer subject to giving notice of such assignment to the Buyer.

• The Buyer may not assign or sublet the benefit of any contract with the Seller without the written consent of the Seller.

• Nothing in these terms and conditions shall confer any right upon a third party and the Buyer agrees that the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded from any contract to which these terms and conditions apply.

17.     GOVERNING LAW

These conditions and each and every contract shall be subject to and interpreted in accordance with the Laws of England and Wales and all parties agree to accept the non-exclusive jurisdiction of the Courts of England and Wales. Such submissions shall not limit nor be construed as limiting the Seller’s rights to take proceedings against the Buyer in connection with this contract in any court of competent jurisdiction nor shall the taking of proceedings in any one or more courts preclude the taking of proceedings in any other jurisdiction.

18.     FORCE MAJEURE

If the Seller is hindered or prevented (whether temporarily or permanently) from procuring supplies to enable it to supply Goods or Services or if such supply is prevented or hindered by reason, without limitation, of Act of God, war, Act of Parliament, or orders, regulations or bye laws made under statutory authority, labour disputes including the Seller’s labour force, interruption of power supply, failure of sources of supply, interference by a third party, civil commotion, fire, flood or other natural disaster, or any causes of whatever kind and whenever occurring being a cause beyond the Seller’s control, (circumstances of Force Majeure), then the Seller. may cancel performance of the contract for as long as and to the extent that the prevention or hindrance may last and such cancellation shall not give rise to any claims by the Buyer, and the Buyer shall remain liable to pay for the Goods delivered prior to the date of such cancellation.

19.     NOTICES

Notices may be given by either or both the Seller and the Buyer by sending such notices to the last known business address or the Registered Office of the other party. Such notices shall be  in writing and sent by First Class Post or by e-mail to any e-mail address notified by either party to the other.