General Conditions of Purchase
by Abbeyfield Foods Limited
(hereinafter called “the Buyer”)

1 – Quality Control
• It is the Seller’s responsibility to ensure that the product specifications as per the Buyer’s contract are adhered to.
• The Buyer retains the right not to accept any production which does not comply with the specifications as laid out in the contract of purchase.
• The Buyer’s quality controllers must be given access to the production plants, cold stores and loading bays in order to have the opportunity to carry out an inspection of the product.
• No changes can be made to the specification by the Buyer’s quality controllers or any other person unless it is agreed in writing by the Buyer’s head office.
• It is the responsibility of the Seller to ensure that the product is produced to the correct specification and that all the labelling, documentation, production and expiry dates are in accordance with the regulations of the importing country.
• The Buyer or its quality controllers cannot be held responsible for any problems or any claim from the final client in relation to problems that have occurred to the product prior to shipment.

2 – Shipment
• The Seller must give at least one week notice of its intention to load a container.
• It is the responsibility of the Seller to ensure that the goods are delivered to the port on time with the correct export documents in order to ship the goods in accordance with the agreed shipping schedule.
• Any changes in the shipping schedule must be agreed in writing with the Buyer in advance.
• The Buyer reserves the right to cancel the contract or re negotiate the price if the goods are not shipped in accordance with the agreed shipment schedule.
• All local charges, taxes, duties, local demurrage, documentation, halal slaughter costs (if applicable), insurances in the country of origin, legalisation etc..., are for the account of the Seller.

3 – Documentation
• All documents must be received in the Buyer’s bank within the time limit set by this contract and any charges incurred for late documents shall be for the account of the Seller.
• The Buyer must receive copies of documents before they are sent to the Buyer’s bank.
• It is the responsibility of the Seller to ensure that all documents are issued correctly and any charges incurred for incorrect documents shall be for the account of the Seller.

4 – Claims
• In the event of a claim or dispute the Buyer and Seller shall do their best to resolve the issue in an amicable way.
• Any claims for quality will be subject to an independent survey acceptable to both the Seller and the Buyer.
• The findings of the independent survey report shall be final and serve as a basis of the settlement between the parties. The cost of the survey shall be for the account of the party at fault.
• Where product is not accepted due to problems that occurred prior to shipment including wrong labels or markings, at the Buyer’s option, either the product shall be replaced by the Seller or the value of the product shall be refunded to the Buyer and all costs incurred by the Buyer shall be refunded by the Seller to the Buyer.
• In the case of a ban being placed by the importing country for Health or Veterinary reasons, the Buyer reserves the right to return the goods to the Seller and to receive a refund of the price paid for the goods by Buyer and the costs incurred by the Buyer in shipping and returning the goods.
• The Seller shall be responsible for any direct or indirect loss or third party claims occasioned by any delay in completing the Buyer’s order.
• Where goods are defective for any reason, including negligence, at Buyers option, the Seller shall rectify such defect by way of replacement or shall refund the Buyer the full value of the product and all costs incurred by the Buyer as a result of the defect shall be for the account of the Seller.

5 – Settlement of disputes
• In the case of a dispute the English language will prevail.
• Any dispute which cannot be settled amicably shall be referred to the Arbitration Court in London.

General Conditions of Sales
by Abbeyfield Foods Limited
(hereinafter called “the Seller”)

1 – Contracts
• Contracts are confirmed on the basis that the goods shall be delivered in as far as possible in line with the delivery schedule.

2 – Reservation of Title
• The goods shall remain the property of the Seller until the entire of the purchase price payable and all other debts owing by the Purchaser to the Seller have been paid in full.
• The Purchaser shall be entitled to sell the said goods during the time they remain the property of the Seller. In such event the Purchaser shall be under a fiduciary duty to account to the Seller for the proceeds of such sale to the extent of the total of all moneys owing by the Purchaser to the Seller.
• If any amount owing by the Purchaser to the Seller for the goods is overdue, the Seller may (without prejudice to any of its other rights or remedies) repossess and resell any or all of such goods, and may enter upon the Purchasers premises for that purpose.
• The goods shall be at the risk of the Purchaser from the time of delivery to the Purchaser notwithstanding that the property in the goods shall not have passed to the Purchaser. This reservation of title clause shall not entitle the Purchaser to return the goods and refuse or delay payment on the grounds that the property has not yet passed. The Seller and the Purchaser will treat the goods as the Purchaser’s stock from the date of the invoice in respect thereof. This reservation of title clause shall not constitute an Agency.

3 – Interest
• All amounts due to the Seller must be paid on time. In the event of amounts not being paid on time, then such overdue sums of monies shall carry interest at the rate of two percent per month. The right of the Seller to charge interest under this clause shall be without prejudice to any rights that the Seller may have to repossess or resell the said goods under Clause 2 herein.

4 – Claims
• Claims arising from damage, delay or partial loss of goods in transit, must be notified to the Seller immediately on receipt of goods by telephone and confirmed in writing to the Seller and the Carrier so as to reach them within 3 days of delivery. Acceptance of notification of a claim should not be construed as admission of liability in relation to claims arising from quality.
• In the event of a quality claim the product will be subject to an independent survey acceptable to both Buyer and Seller. • The findings of the independent survey report shall be final and serve as a basis of the settlement between the parties.
• The cost of the survey shall be for the account of the party at fault.
• In the event of a claim or dispute, the Buyer and Seller shall do their best to resolve the issue in an amicable way.

5 – Liability
• The Seller shall not be responsible for indirect loss or third party claims occasioned by the delay in completing the Purchasers order or for any loss to the Purchaser arising from delay in transit.
• Where goods are defective for any reason, including negligence, the Seller’s liability (if any) shall be limited to rectifying such defect by way of replacement.

6 – Force Majeure
• Every effort will be made by the Seller to carry out its contracts but the due performance of such contracts is subject to cancellation in contract or variation thereof as may be necessary as a result of Force Majeure due to the inability to secure labour, materials or supplies as a result of Acts of God, war, strike, lock-out or any labour dispute, fire, flood, drought, legislation or other cause (whether of the forgoing class or not) beyond the Seller’s control.

7 – Settlement of Disputes
• In the case of a dispute the English language will prevail. Any dispute which cannot be settled amicably shall be referred to the Arbitration Court in London.