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ARMITAGES PET PRODUCTS LIMITED

General Terms and Conditions of Sale

The customer’s attention is drawn in particular to clause 6

1. FORMATION AND INCORPORATION

In these Conditions the following words and expressions have the meanings given to them below:

“Conditions”: these General Terms and Conditions of Sale;

“Contract”: the contract between you and us for the sale and purchase of Goods in accordance with these Conditions;

“Goods”: the goods we have agreed to sell to you as set out in any order or quotation which we have accepted in accordance with clause 1.3;

“we”, “us” or “our”: Armitages Pet Products Ltd;

“you” or “your”: the customer having an account with us who places an order or accepts a quotation for the Goods;

References in these Conditions to clauses are to clauses in these Conditions.

Goods are sold subject to these Conditions which apply to each Contract 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 in accordance with these Conditions. A Contract shall come into existence only when we accept your order or your quotation acceptance either in writing or by conduct. We shall not be obliged to accept any order or your quotation acceptance.

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

2. DESCRIPTION

Goods are offered subject to stocks being available. If suitable stocks are not available we may terminate the Contract by written notice to you without any liability to you for any losses you may incur.

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 terminate the Contract by written notice to you without any liability to you for any losses you may incur.

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.

3. PRICE AND PAYMENT

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

We will invoice Goods on a Pro Forma basis. Unless we agree otherwise in writing you shall pay for the Goods in full in cleared funds before the Goods are released to our Distribution Centre for packing. Payment shall be made in pounds sterling unless agreed otherwise by us in writing.

You shall pay all amounts due under these Conditions 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 and remedies, 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 in full in cleared funds.

Unless otherwise agreed in writing all taxes and duties required by customs authorities and all import and export licences, clearances and permissions are your responsibility.

Any charges incurred by us as the result of Goods not being correctly cleared through customs shall be the reimbursed to us by you on demand

Where clearance documentation is required to be completed by us, a minimum order value of £1,500 (excluding taxes and duties) is required. For orders below £1,500 we will charge for completing supporting and /or clearance documentation. Our charges in these circumstances will be as advised by our sales manager or export coordinator.

It is your responsibility to ensure that any clearance documentation that may be required is requested for upon our acceptance of your order. Documentation cannot be created once Goods have been released for collection from our Distribution Centre.

4. DELIVERY

Terms of delivery are strictly EX Works (as per INCOTERMS 2010) unless previously agreed in writing with your Armitage Sales Representative. Accordingly we will make the Goods available to be collected at our Distribution Centre as advised to you and you will be responsible for all risks, transportation costs, taxes and duties from that point onwards.

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 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 and shall have no liability to you for any delay or late 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 (subject to clause 4.6) 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 a reasonable opportunity of inspecting the Goods and if requested you shall return to us at your cost any damaged or incorrectly supplied Goods; and
• you have notified the carrier of the damage upon arrival and signed any documentation issued by the carrier to confirm the claim.

Any other claims in relation to Goods of whatsoever nature not falling within clause 4.4 or clause 4.6 must be made in writing not more than 28 days after the date of delivery. We must be given a reasonable opportunity to inspect any Goods which are claimed to be defective and if requested you shall return any such Goods to us at your cost.

Where we are responsible for transporting Goods 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 by us on the carrier.

5. RISK AND PROPERTY

Risk in the goods shall pass to you on release of the Goods from our Distribution Centre unless alternative delivery arrangements have been agreed with you in writing in which case risk shall pass to you in accordance with the applicable INCOTERM.

Title to the Goods shall not pass to you until the full price of the Goods and payment of all other amounts due to us under any contract with you has been received by us in full in cleared funds.

Until such time as title in the Goods has passed to you the 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 shall be entitled to recover payment for the Goods from you notwithstanding that property in the Goods has not passed to you from us.

6. WARRANTY AND LIABILITY

Goods will comply with any specification which we have specifically referenced in our quotation or written acceptance of your order and, unless otherwise stated in writing, shall conform to any applicable UK laws and regulations. All Goods shall, at the time of delivery, be free from defects in workmanship and materials.

Except as set out in clauses 6.1 and 6.4 all conditions, warranties and stipulations, express or implied, statutory, customary or otherwise which would or might subsist in your favour are excluded from this Contract to the fullest extent permitted by law.

Where any valid claim in respect of any of the Goods which is based on any defect in quality or condition or made under clause 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.

Subject to clause 6.4:

we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of revenue, loss of business, loss of anticipated savings or depletion of goodwill (in each case whether such loss is direct, indirect or consequential) or for any consequential loss arising under or in connection with the Contract; and our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.

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; and
• any breach by you of the Contract or the negligent performance or failure or delay in performance by you of any of your obligations under these Conditions or any act or omission of your employees, agents or sub-contractors.

7. 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 the Contract 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.

8. TERMINATION

We may by written notice to you suspend or terminate the Contract and any other 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 go 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 termination of the Contract or any other contract for the sale of goods is without prejudice to our and your rights, duties and liabilities accrued prior to termination. The Conditions which expressly or impliedly have effect after cancellation will continue to be in force notwithstanding cancellation.

9. 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.

The Contract 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 the 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 your 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.

Neither you nor we intend that any of these Conditions will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the Contract.

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, commercial courier or prepaid registered mail. The notice will be deemed to have been duly served, if delivered by hand or commercial courier, when left at the proper address for service, or if made by pre-paid registered mail, 5 days after being posted.

The Contract 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 the Contract or these Conditions.