STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS
1. Definitions and interpretation
1.1 In these Conditions, the following definitions apply:
“Conditions” the terms and conditions set out in this document as amended from time to time;
“Contract” each contract between the Supplier and the Customer for the sale and purchase of the Goods which incorporates these
Conditions;
“Customer” the person or firm who purchases the Goods from the Supplier;
“Customer Requirements” any requirements for the Goods per line item (including those
relating to the purpose for which the Goods will be used or
resold by the Customer) that are agreed in writing by the
Customer and the Supplier at the time of the Contract;
“Delivery” the point at which the Supplier makes the Goods available for
collection from the Delivery Location;
“Delivery Location” the Supplier’s premises at Unit 9, Priory Industrial Estate, BH23 4HD or
such other location as may be advised by the Supplier;
“Ex-Works” means that the Supplier fulfils its obligations in respect of each
Contract upon Delivery. Where appropriate Incoterms 2020
shall apply;
“Force Majeure
Event” any event which hinders, delays or prevents performance of a
party’s obligations and which is either beyond that party’s
reasonable control, which by its nature could not have been
foreseen, or, if it could have been foreseen, was unavoidable;
“Goods” the goods (or any part of them) set out in the Order and
supplied to the Customer in accordance with these Conditions;
“Industry Recognised
Standards” those relevant industry standards in respect of certain Goods
as set out on the Supplier’s Website or as specified in the Order
Acknowledgement;
“Intellectual
Property Rights” patents, rights to inventions, copyright and related rights,
moral rights, trade marks, business names and domain names,
rights in get-up, goodwill and the right to sue for passing off,
rights in designs, database rights, rights to use and protect the
confidentiality of, confidential information (including knowhow
and trade secrets) and all other intellectual property
rights, in each case whether registered or unregistered and
including all applications and rights to apply for and be granted
renewals or extensions of, and rights to claim priority from,
such rights and all similar or equivalent rights or forms of
protection which subsist or will subsist now or in the future in
any part of the world;
“Order” the Customer’s order for the Goods;
“Order Acknowledgement” the Supplier’s written acceptance of an Order;
“Specification” unless otherwise agreed in writing by the parties, any
specification for the Goods that is provided by the Supplier.
“Supplier” Forest Whole Foods Limited, a company
registered in England and Wales with company number
10177426 whose registered office is at Unit 9, Priory Industrial Estate, BH23 4HD;
“Supplier’s Website” the website URL https://trade.forestwholefoods.co.uk; and
Working Days Monday to Friday (inclusive) other than bank holidays in
England and Wales.
1.2 In these Conditions, the following rules apply:
1.2.1 any phrase introduced by the words including, includes, in particular or for example or similar
shall be construed as illustrative and shall not limit the generality of the related general words; and
1.2.2 reference to any statute or statutory provision includes a reference to the same as from time to
time amended, extended, re-enacted or consolidated and all subordinate legislation made pursuant to it.
2. Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks
to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Each Order constitutes an offer by the Customer to purchase the Goods in accordance with these
Conditions. The Customer is responsible for ensuring that the terms of the Order and any Customer
Requirements are complete and accurate.
2.3 Each Order (including any Customer Requirements) shall only be deemed to be accepted when the
Customer purchases from the website trade.forestwholefoods.co.uk, at which point the Contract shall come into existence. Once
the Contract comes into existence, the Customer shall not cancel or vary the Order (including the
Customer Requirements) without the Supplier’s express written consent.
2.4 Any samples, descriptive matter or advertising produced by the Supplier and any descriptions or
illustrations contained in the Supplier’s literature are produced for the sole purpose of giving an
approximate idea of the Goods described in them. They shall not form part of the Contract or have any
contractual force.
2.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered
with or contained in any document that is inconsistent with these Conditions.
3. Goods
3.1 The Supplier will make available to the Customer, on request, current Specifications for all relevant
Goods. The Supplier reserves the right to re-issue updated Specifications at any time. Typically this may
be to incorporate amendments (for example, to state a new country of origin) or as a result of updates to
relevant regulations or Industry Recognised Standards.
3.2 The Supplier holds organic certification to Industry Recognised Standards. The Customer
acknowledges and agrees that this does not guarantee that the individual agricultural raw ingredients in
the Goods are entirely free from pesticide residues.
3.3 The Customer acknowledges and agrees that the Goods are typically, although not always, organic
and untreated agricultural raw ingredients which are not inert and are likely to contain levels of
microbiological activity, which may vary across each batch and between batches. The Supplier routinely
carries out testing of Goods by accredited laboratories to endeavour to maintain safe levels of
microbiological activity in line with Industry Recognised Standards. Results of tests are available upon
written request.
3.4 The Customer acknowledges and agrees that:
3.4.1 the Supplier’s test results:
3.4.1.1 may not be entirely representative of the whole product batch due to the nature of the Goods as
described in clauses 3.2 and 3.3; and
3.4.1.2 do not in themselves ensure that the Goods are safe for the Customer’s intended use or resale
use,
3.4.2 it does not rely solely upon such test results in respect of its use or resale of the Goods; and
3.4.3 it is fully responsible for its own testing of the Goods prior to using, mixing or selling the Goods
and for having in place its own safety and quality control mechanisms in respect of its storage, processing
and use (or its customers’ use) of the Goods.
3.5 Subject at all times to clause 3.1, the Customer acknowledges and agrees that it is its sole
responsibility to provide the Supplier with any required variation to the Specification for each individual
raw ingredient Goods that it intends to purchase prior to placing an Order for those Goods and that any
such variation must be agreed in writing by the Supplier for it to be applied to the Goods in that Order.
3.6 The Supplier shall not be responsible for the procurement of any licenses, consents or permissions
required for the Customer’s ownership, processing and/or resale of the Goods, including any testing of
the Goods or products containing the Goods following Delivery.
3.7 The Customer acknowledges and agrees that due to the nature of the Goods there may be
fluctuations in the availability of the Goods which are outside the control of the Supplier, for example due
to seasonal shortages. If Goods are not available to fulfil an Order the Supplier shall inform the Customer
of this as soon as reasonably practicable.
3.8 It is the Customer’s sole responsibility at all times to ensure that the Goods are suitable and/or
appropriate for the purposes intended by it, including storage, any processing or mixing with other
materials and their final use.
3.9 The Customer acknowledges that, unless otherwise indicated by the Supplier either orally or in
writing, upon Delivery and at all material times thereafter all Goods must be stored by it in airtight opaque
containers in a cool place and out of direct sunlight.
4. Delivery
4.1 The Supplier shall ensure that each consignment of the Goods is accompanied by a delivery note
which shows all relevant Customer and Supplier reference numbers, the type and quantity of the Goods
(including the batch code number of the Goods where relevant) and, if the Order is being delivered by
instalments, the outstanding balance of Goods remaining to be delivered.
4.2 Unless otherwise agreed in writing by the parties, Delivery shall be Ex-Works.
4.3 The Customer shall collect the Goods from the Delivery Location within five Working Days of the
Supplier notifying the Customer that the Goods are ready.
4.4 The Customer shall ensure that each consignment of Goods is signed for by an authorised
representative.
4.5 Any dates quoted for Delivery are approximate only, and the time of Delivery is not of the essence.
The Supplier shall not be liable for any delay in Delivery that is caused by a Force Majeure Event or the
Customer’s failure to provide the Supplier with any information or instructions that are relevant to the
supply of the Goods, for example, a product forecast.
4.6 If the Customer fails to accept Delivery of the Goods within five Working Days of Delivery then, except
where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its
obligations under the Contract, the Supplier shall store the Goods and charge the Customer for all related
costs and expenses (including insurance) and, after a reasonable period of time thereafter, may resell or
otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs,
account to the Customer for any excess over the price of the Goods or charge the Customer for any
shortfall below the price of the Goods.
4.7 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately.
Each instalment shall constitute a separate Contract. Any delay in Delivery or defect in an instalment shall
not entitle the Customer to cancel any other instalment.
5. Quality
5.1 The Supplier warrants that on Delivery the Goods shall:
5.1.1 meet the Industry Recognised Standards; and
5.1.2 conform with their description and any applicable Specification.
5.2 Subject to condition 5.3, if:
5.2.1 the Customer gives notice in writing to the Supplier within a reasonable time of discovery, in any
event being no more than 14 days after Delivery, that batch-specific Goods do not comply with
condition 5.1;
5.2.2 the Supplier is given a reasonable opportunity of examining batch-specific Goods; and
5.2.3 the Customer (if asked to do so by the Supplier) returns batch-specific Goods to the Supplier’s
place of business at the Customer’s cost,
then the Supplier shall, at its sole discretion, replace the defective Goods or refund the price of the
Order in full.
5.3 The Supplier shall not be liable for any Goods’ failure to comply with condition 5.1 in any of the
following events:
5.3.1 the Customer makes any further use of such Goods after giving notice in accordance with
condition 5.2;
5.3.2 the defect arises because the Customer failed to follow the Supplier’s written instructions as to
the storage or use of the Goods or (if there are none) industry best practice regarding the same;
5.3.3 the defect arises as a result of the Supplier following any Customer Requirements;
5.3.4 the defect arises as a result of wilful damage, negligence, or abnormal storage or conditions; or
5.3.5 the Goods differ from their description as a result of changes made to ensure they comply with
applicable statutory or regulatory requirements.
5.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent
permitted by law, excluded from the Contract.
5.5 These Conditions shall apply to any replacement Goods supplied by the Supplier.
6. Title and risk
6.1 Risk in the Goods shall pass to the Customer upon Delivery of such Goods.
6.2 Title to the Goods shall pass to the Customer upon the Supplier receiving payment in full (in cleared
funds) for the Goods unless otherwise agreed in writing by the parties.
6.3 Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1 store the Goods for which it has not paid separately from all other goods held by the Customer so
that they remain readily identifiable as the Supplier’s property;
6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full
price from the date of Delivery; and
6.3.4 permit or procure permission for the Supplier, its agents and authorised representatives to enter
any premises of the Customer or of any third party where the Goods are stored in order to inspect whether
the Customer is in compliance with this condition 6.3 and/or recover the Goods.
7. Intellectual Property
The Customer acknowledges that all Intellectual Property Rights used by or subsisting in the Goods are
and shall remain the sole property of the Supplier or (as the case may be) the third party rights owner.
8. Price and payment
8.1 The price of the Goods shall be the price set out on trade.forestwholefoods.co.uk, or, if no price is
quoted, the price set out in the Supplier’s published price list in force on the date of Delivery.
8.2 The Supplier may, by giving notice to the Customer at any time before Delivery, increase the price of
the Goods to reflect any increase in the cost of the Goods that is due to:
8.2.1 any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in
taxes and duties and increases in labour, materials and other costs);
8.2.2 any request by the Customer to change the Delivery date(s), quantities or types of Goods ordered,
or the Customer Requirements; or
8.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the
Supplier adequate or accurate information or instructions.
8.3 The price of the Goods is exclusive of:
8.3.1 the costs and charges of packaging, insurance and transport of the Goods; and
8.3.2 amounts in respect of value added tax (“VAT”), which the Customer shall pay to the Supplier at
the prevailing rate, subject to receipt of a valid VAT invoice.
8.4 The Supplier may invoice the Customer for the Goods on or at any time after the Supplier issues an
Order Acknowledgement.
8.5 The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the
invoice if an invoice has been issued, otherwise payments are made directly on trade.forestwholefoods.co.uk at time of purchase. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
8.6 The Supplier reserves the right to delay Delivery of Goods until it has received payment in full of any
outstanding invoices.
8.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date
for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum
above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from
the due date until actual payment of the overdue amount, whether before or after judgment. The
Customer shall pay the interest together with the overdue amount. The Customer shall indemnify, keep
indemnified and hold harmless the Supplier in respect of any loss, liability, damage, costs and expenses
(including, without limitation, legal costs) the Supplier will or may incur or suffer in recovering any unpaid
and overdue sums.
9. Termination and suspension
9.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with
immediate effect by giving written notice to the Customer if the Customer is declared or becomes
insolvent or suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a
substantial part of its business.
9.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under
the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay
any amount due under this Contract on the due date for payment.
9.3 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier
all of the Supplier’s outstanding unpaid invoices and interest.
9.4 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies,
obligations and liabilities that have accrued as at termination.
9.5 Conditions which expressly or by implication survive termination of the Contract shall continue in full
force and effect.
10. Limitation of liability
10.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or
subcontractors (as applicable);
10.1.2 fraud or fraudulent misrepresentation; or
10.1.3 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
10.2 Subject to condition 10.1:
10.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in
contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for:
10.2.1.1 any indirect, special, consequential or pure economic loss or damage;
10.2.1.2 any damage to plant, equipment or machinery used in the Customer’s processing or use of the
Goods;
10.2.1.3 any loss of profits, anticipated profits, revenue or business opportunities; or
10.2.1.4 damage to goodwill
(in each case arising as a direct or indirect result of the relevant claim); and
10.2.2 the Supplier’s total liability to the Customer in respect of all other losses arising under or in
connection with a Contract, whether in contract, tort (including negligence), breach of statutory duty, or
otherwise, shall in no circumstances exceed 125% of the price of the Goods which are the subject of the
claim.
11. Force majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the
extent that such failure or delay is caused by a Force Majeure Event.
12. General
12.1 Neither party may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any
other manner with any or all of its rights or obligations under the Contract without the prior written
consent of the other party, such consent not to be unreasonably withheld or delayed.
12.2 The Contract (incorporating these Conditions) constitutes the entire agreement between the parties
and supersedes and extinguishes all previous agreements, promises, assurances, warranties,
representations and understandings between them, whether written or oral, relating to its subject matter.
The Customer acknowledges that it has not relied on any statement, promise, representation, assurance
or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
12.3 Except as set out in these Conditions, no variation of the Contract, including the introduction of any
additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.
12.4 No failure or delay by a party to exercise any right or remedy provided under the Contract or by law
shall constitute a waiver of or prevent or restrict the further exercise of that or any other right or remedy.
No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that
or any other right or remedy.
12.5 If any provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed
modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is
not possible, the relevant provision shall be deemed deleted. Any modification or deletion of a provision
under this condition shall not affect the validity and enforceability of the rest of the Contract.
12.6 Any notice given to a party under or in connection with the Contract shall be in writing and shall be
delivered by hand personally or by a signed-for next working day delivery service at its registered office
(if a company) or its principal place of business (in any other case) and shall be deemed to have been
received, if delivered by hand personally, at the time that the delivery is signed for or, if sent by a signed for
next working day delivery service, at the time recorded by the delivery service. This condition does not
apply to the service of any proceedings or other documents in any legal action or, where applicable, any
arbitration or other method of dispute resolution.
12.7 No one other than a party to the Contract shall have any right to enforce any of its terms.
12.8 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint
venture between the Supplier and the Customer, constitute either party the agent of the other party or
authorise either party to make or enter into any commitments for or on behalf of the other party.
12.9 The 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 the law of England and Wales.
12.10 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction
to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or
formation (including non-contractual disputes or claims).