Terms & Conditions

Farrah’s of Harrogate Limited – Terms & Conditions

1. General
   1. Any contract howsoever agreed (“the Contract”) between Farrah’s of Harrogate Limited (“the Seller”) and another person, firm or company (“the Buyer”) for the supply of goods (“the Goods”) 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).
   2. Each order or acceptance of a quotation for Goods by the Buyer from the Seller or (if earlier) the Seller delivers the Goods to the Buyer shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2. Description

The quantity and description of the Goods shall be as set out in the Seller’s quotation or acknowledgement of order and any samples, drawings, descriptive matter, specifications, advertisements contained in the Seller’s brochures or catalogues are published for the sole purpose of giving an approximate ideal of the Goods described in them. They shall not form part of the Contract and the Contract is not a sale by sample.

1. Delivery
   1. Unless otherwise agreed in writing by the Seller, delivery of the Goods shall take place at the Buyer’s place of business (“the Delivery Point”), and the Buyer shall provide at its expense adequate and appropriate equipment for unloading the Goods.  Any dates specified by the Seller for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice.
   2. Subject to the other provisions of these conditions the Seller 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 Seller’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
   3. If for any reason the Buyer fails to accept delivery of any of the Goods when they are delivered to the Buyer, or the Seller is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
      1. risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Seller’s negligence);
      2. the Goods shall be deemed to have been delivered; and
      3. the Seller 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. The Seller may deliver the Goods by separate instalments. Each instalment shall be a separate contract and shall be invoiced and paid for in accordance with the provisions of the Contract.
2. Non-delivery
   1. The quantity of any consignment of Goods will be recorded by the Seller upon despatch from its place of business and shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
   2. The Seller shall not be liable for any non-delivery of Goods (even if caused by the Seller’s negligence) unless the Buyer gives written notice to the Seller of the non-delivery within 5 working days of the date when the Goods would in the ordinary course of events have been received.
   3. Any liability of the Seller 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.
3. Receipt of Goods

At the point of delivery, the Buyer shall be responsible for checking the Goods and ensuring that they sign a delivery note confirming the condition and quantity of the actual Goods received, specifying any incorrect quantity or damage to the Goods.

1. Risk/title
   1. 6.1.The Goods are at the risk of the Buyer from the time of delivery.
   2. 6.2.Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of:
      1. the Goods; and
      2. all other sums which are or which become due to the Seller from the Buyer on any account.
   3. Until ownership of the Goods has passed to the Buyer, the Buyer shall store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party, and shall not destroy, deface or obscure any identifying mark or packaging on or in relation to the Goods and shall maintain the Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller.
   4. The Buyer’s right to possession of the Goods shall terminate immediately if:
      1. the Buyer commits any material breach of its obligations under this Contract which (if remediable) is not remedied within 30 days after the service of notice specifying the breach and requiring it to be remedied; or
      2. 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 provisions for the time being in force for the relief of insolvent debtors, or (being a body corporate) ceases to trade or becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation or a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole of part of the business or assets, or notice of an intention to appoint such a person is given or documents in relation to such an appointment are filed with any court or any process is instituted which could lead to it being dissolved and its assets being distributed to its creditors, shareholders or other contributors.
   5. The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.
   6. The Buyer grants the Seller, 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.
   7. Where the Seller 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 Seller to the Buyer in the order in which they were invoiced to the Buyer.
   8. On termination of the Contract, howsoever caused, the Seller’s (but not the Buyer’s) rights contained in this condition 6 shall remain in effect.
2. Minimum Order

Unless otherwise agreed in writing, the Seller shall bear the delivery costs for Goods ordered by the Buyer with an order value of £200 or more.

1. PRICE AND Payment
   1. The price for the Goods shall be the price set out in the order or if none the Seller’s standard wholesale price for the Goods plus VAT (if applicable).
   2. The Buyer shall pay each invoice submitted to it by the Seller, in full within 30 days of receipt of the invoice and time for payment shall be of the essence.
   3. 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 Seller to the Buyer.
   4. If the Buyer fails to pay the Seller any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Seller on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis until payment is made, whether before or after any judgment.
2. Buyer’s obligations

In the event of any claim being made against the Seller or the Seller being joined as a party in a claim relating to the consumption of any Goods (including but not limited to food poisoning, cross contamination of food stuffs and allergy related illness/injury) which have allegedly (or the Seller reasonably believes have) been sold by the Buyer, the Buyer shall provide written details of its stock control procedure and storage facilities for Goods within 7 days of receiving a written request for such information from the Seller or its legal representatives.

1. limitation of liability
   1. Subject to condition 3 and condition 4, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
      1. any breach of these conditions;
      2. any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
      3. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
   2. All warranties, conditions and other terms implied by statute or common law (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.
   3. 10.3.Nothing in these conditions excludes or limits the liability of the Seller:
      1. for death or personal injury caused by the Seller’s negligence; or
      2. under section 2(3), Consumer Protection Act 1987; or
      3. for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
      4. for fraud or fraudulent misrepresentation.
   4. 10.4.Subject to condition 10.2 and condition 10.3:
      1. the Seller’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 Contract price; and
      2. the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
2. Assignment
   1. 11.1.The Seller may assign the Contract or any part of it to any person, firm or company.
   2. 11.2.The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.
3. Force majeure

The Seller 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 Seller 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 90 days, the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract.

1. General
   1. Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.
   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.
   3. Failure or delay by the Seller 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.
   4. Any waiver by the Seller 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.
   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.
   6. The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
2. Communications
   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 fax to the business or head office address of the other party
   2. 14.2.Communications shall be deemed to have been received:
      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
      2. if delivered by hand, on the day of delivery; or
      3. if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.