1.1.The definitions and rules of interpretation in this condition apply in these conditions.
Buyer:the person, firm or company who purchases the Goods from the Company.
Company:JCS Fish Limited
Contract:any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to take place under condition 4.
Goods:any fish, seafood (fresh or frozen) or other goods agreed in the Contract to be supplied to the Buyer by the Company.
1.2. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3. Words in the singular include the plural, and in the plural include the singular.
1.4. A reference to one gender includes a reference to the other gender.
1.5. Condition headings do not affect the interpretation of these conditions.
2. APPLICATION OF TERMS
2.1. Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2. No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3. These conditions apply to all the Company's sales and any variation to these conditions shall have no effect unless expressly agreed in writing on behalf of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
2.4. Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions and must be emailed (or sent by post) to the Company with a purchase order number and/or contact details of the individual ordering on behalf of the Buyer. No orders will be processed unless such information is received.
2.5. No order placed by the Buyer shall be deemed to be accepted by the Company until an acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
2.6. The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7. Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 7 days only from its date, unless otherwise stated by the Company and provided that the Company has not previously withdrawn it.
3.1. The quantity and description of the Goods shall be as set out in the Company's quotation or acknowledgement of order.
3.2. All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
4.1.Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Buyer's place of business, delivery to be arranged by the Company and delivered against signed delivery notes.
4.2. The Buyer shall take delivery of the Goods on the signing of the delivery note.
4.3. Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.4. Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.5. If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence);
b) the Goods shall be deemed to have been delivered; and
c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.6. The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for unloading the Goods.
4.7. If the Company delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity accepted by the Company, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
4.8. The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.9. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
4.10. The Buyers may opt to collect orders from the Company whereupon delivery shall take place at the point of the signing of the delivery note.
5.1.The quantity of any consignment of Goods as recorded by the Company on despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2. The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the non-delivery within 2 days of the date when the Goods would in the ordinary course of events have been received.
5.3. Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6.1. The Goods are at the risk of the Buyer from the time of delivery.
6.2. Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1. The Goods; and
6.2.2. all other sums which are or which become due to the Company from the Buyer on any account.
6.3. Until ownership of the Goods has passed to the Buyer, the Buyer shall:
6.3.1. store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property;
6.3.2. provide the Company with such information relating to the Goods as the Company may require from time to time;
6.3.3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
6.3.4. maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
6.4. The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
6.4.1. any sale shall be effected in the ordinary course of the Buyer's business at full market value; and
6.4.2. any such sale shall be a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.
6.5. The Buyer's right to possession of the Goods shall terminate immediately if:
6.5.1. the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
6.5.2. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
6.5.3. the Buyer encumbers or in any way charges any of the Goods.
6.6. The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
6.7. The Buyer grants the Company, its agents and employees 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 the Buyer's right to possession has terminated, to recover them.
6.8. Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
6.9. On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this condition 6 shall remain in effect.
7.1. Unless otherwise notified by the Company in writing, the price for the Goods shall be the price agreed between the parties and set out in the Company’s acknowledgement of the Buyer’s order.
7.2. The price for the Goods shall be exclusive of any value added tax and all duties, all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
7.3. The Company may, by giving notice to the Buyer at any time before delivery, increase their prices due to factors beyond their control to include foreign exchange fluctuations, increase in taxes and duties, increase in labour, materials and manufacturing costs, a request by the Buyer to change the delivery date(s), quantities, type or specification of Goods ordered, or any delay caused by any instructions of the Buyer or failure of the Buyer to give adequate or accurate information or instructions
8.1. Subject to condition 8.3, payment of the price for the Goods is due in pounds sterling within 30 days, unless otherwise agreed.
8.2. Time for payment shall be of the essence.
8.3. No payment shall be deemed to have been received until the Company has received cleared funds.
8.4. All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
8.5. The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
8.6. INTEREST at a rate of 1.5% per month, on all overdue invoices will be charged in accordance with the: Late payment of Commercial Debts (Interest) ACT 1998
9.1. The Company warrants that (subject to the other provisions of these conditions) on delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
9.2. The Company shall not be liable for a breach of the warranty in condition 9.1 unless:
9.2.1. the Buyer gives written notice of the defect to the Company, within twenty four hours of delivery; and
9.2.2. the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business for the examination to take place there.
9.3. The Company shall not be liable for a breach of the warranty in condition 9.1 if:
9.3.1. the Buyer makes any further use of such Goods after giving such notice; or
9.3.2. the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, condition, package, handling or use of the Goods or (if there are none) good trade practice; or
9.3.3. the Buyer alters or interferes with such Goods without the written consent of the Company or contrary to good trade practice.
9.4. Subject to condition 9.2 and condition 9.3, if any of the Goods do not conform with the warranty in condition 9.1 the Company shall at its option replace such Goods or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall return the Goods or the part of such Goods which is defective to the Company.
9.5. If the Company complies with condition 9.4 it shall have no further liability for a breach of the warranty in condition 9.1 in respect of such Goods.
10. LIMITATION OF LIABILITY
10.1. The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
10.1.1. any breach of these conditions, including any deliberate breach of these conditions by the Company, or its employees, agents or subcontractors;
10.1.2. any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
10.1.3. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2. All warranties, conditions and other terms implied by statute or common law (including those implied by sections 13 to 15 of the Sale of Goods Act 1979, and those which may be implied by trade, custom, practice or course of dealing, but save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract. The Company makes no warranty or representation as to the Goods’ compliance with the laws or regulatory requirements of any jurisdiction other than those of England and Wales.
10.3. Nothing in these conditions excludes or limits the liability of the Company:
10.3.1. for death or personal injury caused by the Company's negligence; or
10.3.2. for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
10.3.3. for fraud or fraudulent misrepresentation.
10.4. Subject to condition 10.3:
10.4.1. the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price of the Goods relating to such liability; and
10.4.2. the Company shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
11.1. The Company may assign the Contract or any part of it to any person, firm or company.
11.2. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
12. FORCE MAJEURE
12.1. The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
13.1. Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
13.2. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.3. Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
13.4. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
13.5. The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.6. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.
14.1. All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by email:
14.1.1. (in case of communications to the Company) to its registered office or such changed address, or to such business email address as shall be notified to the Buyer by the Company; or
14.1.2. (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address or business email address as shall be notified to the Company by the Buyer.
14.2. Communications shall be deemed to have been received:
14.2.1. if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
14.2.2. if delivered by hand, on the day of delivery; or
14.2.3. if sent by email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
15. DATA PROTECTION
15.1. Each party shall comply with all applicable requirements of the Data Protection Legislation. This condition 15 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
15.2. The parties acknowledge that the for purposes of the Data Protection Legislation, the Buyer is the data controller and the Company is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). Condition15.8 sets out the scope, nature and purpose of processing by the Company, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of data subjects.
15.3. All Personal Data transferred pursuant to the Contract shall be owned by the Buyer and the Company shall not use this Personal Data for any purpose other than that set out in this Contract, without the prior written permission of the Buyer.
15.4. The Buyer grants to the Company a license to use, edit, create data bases from, copy and store the Personal Data solely to perform the Contract, for the term of the Contract.
15.5. Without prejudice to the generality of condition 15.1, the Buyer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Company for the duration and purposes of the Contract.
15.6. Without prejudice to the generality of condition 15.1, the Company shall, in relation to any Personal Data processed in connection with the Contract:
15.6.1. process that Personal Data supplied by the Buyer solely for the purposes of the Contract unless the Company is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Company to process Personal Data (Applicable Laws). Where the Company is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Company shall promptly notify the Buyer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Company from so notifying the Buyer;
15.6.2. ensure that it has in place appropriate technical and organizational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
15.6.3. ensure that all personnel who have access to and/or process Personal data are obliged to keep the Personal Data confidential;
15.6.4. not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Buyer has been obtained and the following conditions are fulfilled:
a) the Buyer or the Company has provided appropriate safeguards in relation to the transfer;
b) the data subject has enforceable rights and effective legal remedies;
c) the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
d) the Company complies with reasonable instructions notified to it in advance by the Buyer with respect to the processing of the Personal Data;
15.6.5. not disclose the Personal Data supplied by the Buyer to any third party other than on the Buyer’s written instructions or as required by Applicable Laws;
15.6.6. assist the Buyer, at the Buyer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
15.6.7. notify the Buyer without undue delay on becoming aware of a Personal Data breach;
15.6.8. at the written direction of the Buyer, delete or return all Personal Data and copies thereof to the Buyer on the termination or expiry of the Contract unless required by Applicable Laws to store the Personal Data; and
15.6.9. maintain complete and accurate records and information to demonstrate its compliance with this condition 15, and shall provide such records without undue delay upon reasonable request from the Buyer.
15.7. The Buyer does not consent to the Company appointing any third party processor of Personal Data under the Contract.
15.8. Subject matter of processing:
- The manual or automated processing of Personal Data.
Duration of processing:
- The term of the Contract
Nature of Processing:
- To use, edit, create databases from, copy and store the Personal Data solely to perform the Contract.
- To supply the services under the Contract.
- To comply with a legal obligation
- For the Company’s legitimate interests, subject to the Buyer’s and data subject’s interests and fundamental rights not being overridden.
Personal Data Categories:
- Email address
- Identification number
Data Subject Types:
-Customers and clients