1. INTERPRETATION
1.1 In these Terms, the following definitions shall apply:
“Business Day” means a day (other than a Saturday, Sunday or a public holiday) when banks in Belfast are ordinarily open for business.
“Conditions” means the terms and conditions set out in this document as amended from time to time in accordance with Condition 14.2.
“Contract” means the contract between the Supplier and the Customer constituted by the Sales Order Confirmation and these Terms.
“Customer” means the purchaser of the Products as specified in the Sales Order Confirmation.
“Delivery Location” means the location for delivery of the Products as specified in the Sales Order Confirmation.
“Force Majeure Event” has the meaning given to it in Condition 15.
“Order” means the Customer’s order for the Products.
“Products” means the goods or any part of them as set out in the Sales Order Confirmation.
“Sales Order Confirmation” means the sales order confirmation issued by the Supplier to confirm the Supplier’s acceptance of the Order placed by the Customer.
“Supplier” means the supplier as named on the Sales Order Confirmation.
“VAT” means value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.
1.2 In these Terms:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5 a reference to writing or written includes faxes and emails.
2. BASIS OF CONTRACT
2.1 These Conditions and the Sales Order Confirmation 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, unless the Supplier agrees otherwise.
2.2 The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
2.3 A Contract shall only be formed when the Supplier issues the Sales Order Confirmation to the Customer, and it shall be on the basis of the Sales Order Confirmation and these Conditions.
3. QUOTATIONS
If a quotation is provided by the Supplier to the Customer, this shall not constitute an offer. A quotation shall only be valid for 7 (seven) days from the date on which it is issued (unless otherwise stated on the quotation).
4. PRICE
4.1 The price of the Products shall be the price set out in the Sales Order Confirmation, or, if no price is quoted, the price set out in the published price list which the Supplier has in force for the Customer at the date of the Sales Order Confirmation.
5. SUPPLIER’S WARRANTIES
5.1 The Products supplied to the Customer by the Supplier shall on delivery:
5.1.1 conform to the Specification;
5.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier; and
5.1.3 comply with all applicable statutory and regulatory requirements.
5.2 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.
5.3 The Supplier gives no other warranty (and excludes any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
6. DELIVERY
6.1 The Sales Order Confirmation shall set out a time period in which the Products will be delivered (the “Delivery Period”). The Supplier shall use reasonable endeavours to deliver the Products within the Delivery Period and shall notify the Supplier in the event that the Supplier will not deliver the Products within the Delivery Period. The Delivery Period is an estimate only and time shall not be of the essence in delivering the Products.
6.2 If the Sales Order Confirmation states that the Products shall be:
6.2.1 delivered by the Supplier, delivery shall be made to the delivery location specified in the Sales Order Confirmation (the “Delivery Location”) and the delivery shall occur upon the unloading of the Products at the Delivery Location. The Customer shall be responsible for unloading the Products at the delivery location and shall do so in accordance with any unloading instructions specified on the Sales Order Confirmation. The Customer shall indemnify the Supplier for any damage or loss caused by the Customer, its employees or agents in unloading the Products.
6.2.2 collected by the Customer, delivery shall take place at the premises of the Supplier upon completion of the loading of the Products into the vehicle of the Customer. The Supplier shall be responsible for loading the Products.
6.3 The Customer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Products as are required from time to time and, if required by the Supplier, the Customer shall make those licences and consents available to the Supplier prior to the relevant shipment.
6.4 Once the Products have been unloaded at the delivery location or loaded onto the Customer’s vehicle in accordance with Condition 6.2.1 or 6.2.2 (as applicable), the Customer shall sign the delivery note provided by the Supplier and this shall indicate the Customer’s acceptance of the Products. If the correct quantity of Products has not been supplied, the Customer must note this on the delivery note. The Customer must notify the Supplier in accordance with clause 7.1 that an incorrect quantity has been supplied.
6.5 If the Supplier is unable to deliver the Products during business hours at the delivery location specified in the Sales Order Confirmation as a result of any act or omission of the Customer, for example, the Supplier is unable to gain access to the delivery location, the Customer shall be fully liable for the initial delivery charge, an additional delivery charge when the Products are redelivered and any storage costs incurred by the Supplier in storing the Products until delivery can be made again.
6.6 If the Sales Order Confirmation states that the Products shall be collected by the Customer at the premises of the Supplier and the Customer fails to collect the Products on the date specified in the Sales Order Confirmation, the Customer shall be liable for and shall fully indemnify the Supplier for all costs and charges incurred as a result of this failure, including but not limited to storage costs.
6.7 Where the Products are to be sent by the Supplier to the Customer by a route including sea transport, the Supplier is under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.
7. INSPECTION AND ACCEPTANCE
7.1 The Customer shall inspect the Products upon completion of delivery. The Customer shall, within 48 (forty-eight) hours of the arrival of each delivery of the Products, or within 48 (forty-eight) hours of the discovery by the Customer of any latent defects, notify the Supplier by email, fax and telephone to the details provided in the Sales Order Confirmation of any defect by reason of which the Customer alleges that the Products delivered do not comply with Condition 5.1 and which was apparent on reasonable inspection, providing a detailed explanation of the damage or defect.
7.2 If the Customer fails to give notice as specified in Condition 7.1 then, except in respect of any defect which is not one which would be apparent on reasonable inspection, the Products shall conclusively be presumed to comply with Condition 5.1 and, accordingly, the Customer shall be deemed to have accepted the delivery of the Products in question and the Supplier shall have no liability to the Customer with respect to that delivery (except in relation to liability for any latent defects).
7.3 If the Customer alleges that any Products are defective, it shall, if so requested by the Supplier, return the relevant Products (unaltered and unrepaired) to the Supplier for inspection as soon as possible and at the Supplier’s risk and expense.
7.4 The Supplier shall be entitled, and the Customer shall enable the Supplier, to enter the premises of the Customer to inspect the Products.
7.5 The Supplier shall not be liable for Products’ failure to comply with the warranty set out in Condition 5.1 in any of the following events:
7.5.1 the Customer makes any further use of such Products after giving notice in accordance with Condition 7.1;
7.5.2 the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;
7.5.3 the Customer repairs such Products without the written consent of the Supplier; or
7.5.4 the defect arises as a result of normal use or aging of the Products; the wilful damage or negligence of a third party or the Customer, its employees, officers or agents; or abnormal storage or working conditions.
7.6 If the Customer validly rejects Products under Condition 7.1 then the Supplier and the Customer shall first discuss the issues which have arisen and following such discussions the Supplier shall determine in its absolute discretion what (if any) action to take, which may be:
7.6.1to repair the rejected Products;
7.6.2 to replace the rejected Products; or
7.6.2to repay the price of the rejected Products in full or in part.
7.7 Once the Supplier has complied with the Customer’s request, it shall have no further liability to the Customer in respect of the rejected Products’ failure to comply with Condition 5.1.
7.8 If the Customer accepts delivery of the Products after the Delivery Date, the Customer shall have no right to claim against the Supplier for the delay (including but not limited to claims for damages for indirect or consequential loss, or an increase in the price of the Products).
7.9 The Supplier may in its absolute discretion deliver the Products in instalments. Each instalment is treated as a separate contract and delay in delivering one instalment does not entitle the Customer to cancel any other instalment.
7.10 The Supplier shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
7.11 The Supplier may refuse to deliver the Products if the Supplier in its absolute discretion believes that it would be unsafe, unlawful or unreasonably difficult to do so; or the premises (or the access to them) are unsuitable for the vehicle used by the Supplier for delivery.
8. PAYMENT TERMS
8.1 Payment shall be made in cleared funds by the Customer to the Supplier as specified in the Sales Order Confirmation, and if not specified, in cleared funds by one of the approved payment methods, being Direct Debit, Credit/Debit Card, BACs, same day bank transfer, cheque, and cash lodgements.
8.2 Customers who do not have an approved credit account with the Supplier shall pay the Supplier all invoiced amounts in full in cash or in cleared funds prior to delivery.
8.3 Customers who have an approved credit account shall pay the Supplier all invoiced amounts in full in cleared funds in accordance with the written terms of the Customer’s approved credit account, unless otherwise agreed between the parties in writing.
8.4 If the Customer does not pay the Supplier all invoiced amounts in full on the due date for payment the Supplier may in its absolute discretion and without notice:
8.4.2 suspend or cancel future deliveries to the Customer;
8.4.3 cancel any discount offered to the Customer; and/or
8.4.4 if applicable, withdraw the Customer’s approved credit account, reduce the credit limit on the Customer’s approved credit account or reduce the time limits given for payment under the Customer’s approved credit account.
8.5 If the Customer does not pay the Supplier all invoice amounts in full on the due date for payment the Customer shall be liable to the Supplier for:
8.5.1 interest on the overdue amount at the rate set under section 6 of the Late Payment of Commercial Debts (Interest) Act 1998 (the“1998 Act”), such interest to be calculated (on a daily basis) from the date of the invoice of the Supplier until payment, and to include all interest incurred before and after any judgment until payment in full is made (unless a court orders otherwise);
8.5.2 compensation from you under section 5A of that 1998 Act to cover the credit control overhead costs of the Supplier; and
8.5.3 all costs, fees, expenses and charges incurred by the Supplier in obtaining payment from the Customer, including but not limited to legal fees and expenses.
8.6 The Customer shall pay all amounts due under the Contract without set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). The Supplier may at any time without notice to the Customer set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.
8.7 The time for payment shall be of the essence and no payment shall be deemed to have been made until the Supplier has received payment in cleared funds.
8.8 For any period in which the Customer is in breach of its obligation to pay the Supplier under the terms of the Contract, including the obligation to pay interest on overdue amounts, the Supplier shall have a lien on any property of the Customer in the Supplier’s possession.
8.9 The Customer shall indemnify the Supplier in full and hold it harmless from all expenses, fees, costs, charges and liabilities the Supplier may incur, whether directly or indirectly following any breach by the Customer of any of its obligations under the Contract.
8.10 All amounts due to the Supplier under the Contract shall become due immediately if the Contracted is terminated or novated despite any other provision.
9. RISK AND TITLE
9.1 Risk in the Products shall pass to the Customer from the time and date at which delivery takes place in accordance with Conditions 6.5 and 6.5.2.
9.2 Title in the Products remains with the Supplier until payment in full is received by the Supplier in accordance with these Terms.
9.3 Until the Customer pays the Supplier in full for the Products, the Customer shall:
9.3.1 store the Products separately from all other goods and mark the Products so that they are clearly identifiable as the property of the Supplier;
9.3.2 insure the Products with a reputable insurer and for their full value to the satisfaction of the Supplier and hold the policy on trust for the Supplier, to be presented immediately if requested by the Supplier;
9.4 Subject to Condition 9.5, prior to payment in full being made in accordance with these Terms, if the Customer sells the Products to a third party, the Supplier shall be the beneficial owner of the proceeds of said sale and the Customer shall hold the proceeds of said sale on trust for the Supplier until payment in full is made under these Terms.
9.5 Prior to payment in full being made in accordance with these Terms, the Customer may use the Products and sell them in the ordinary course of the Customer’s business, unless:
9.5.1 the Supplier notifies the Customer in writing that they may not use or sell the Products; or
9.5.2 one of the events in Conditions 13.2.1 to 13.2.15 occurs.
9.6 The Customer must notify the Supplier immediately in writing if any of the events in Conditions 13.2.1 to 13.2.15 occur.
9.7 If the Customer’s right to use and sell the Products ends the Customer shall allow the Supplier to remove the Products from the Customer’s premises or whatever location they are stored at, and grant the Supplier the necessary access to do so.
9.8 The Customer hereby grants the Supplier a licence to enter any premises where the Products are stored at any time, to inspect them; and after the Customer’s right to use and sell the Products has ended, to remove them, using reasonable force if necessary.
10. LIMITATION OF LIABILITY
10.1Subject to clause 10.5, nothing in the Contract shall limit or exclude the liability of either party for:
10.1.1 death or personal injury resulting from negligence; or
10.1.2 fraud or fraudulent misrepresentation; or
10.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
10.1.4 breach of Article 10 of the Consumer Protection (Northern Ireland) Order 1987; or
10.2 Without prejudice to Condition 10.1, neither shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss of profit, or loss of goodwill, or loss of business, loss of business opportunity, or loss of anticipated saving, or loss or corruption of data or information, or special, indirect or consequential damage suffered by the other party that arises under or in connection with the Contract.
10.3 Without prejudice to Condition 10.1 or Condition 10.2:
10.3.1 the Supplier’s total liability in respect of damage to or destruction of property caused or contributed to by the Supplier shall be limited to £1,000,000.00 (one million pounds sterling); and
10.3.2 (in respect of all other liability) the Supplier’s total liability arising under or in connection with an Order, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the price of the Products relating to that Order.
10.4 The Supplier is not liable for death or personal injury arising from the use of the Products delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).
10.5 In addition to any other rights to which it may be entitled, the Seller may retain, set off or appropriate any credit balances (whether current or not yet due) on any accounts the Seller may owe to the Buyer or any other Companies within the Fane Valley Co-operative Society Group (full list is available on request or on the company website www.fanevalley.com) may owe to the Buyer or any other obligations the Seller may owe to the Buyer, whether present, future, actual or contingent.
The Seller may exercise any of these rights without prior notice
Applicable Law These terms and conditions will be construed in accordance with the laws of Northern Ireland.
11. SPECIFICATION
11.1 The Customer shall ensure that:
11.1.1 any specifications or instructions provided by it are accurate and complete;
11.1.2 Products prepared in accordance with any specifications or instructions provided by the Customer will be fit for the purpose for which the Customer intends to use them; and
11.1.3 any specifications or instructions provided by the Customer will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation.
11.2 The Customer shall fully indemnify the Supplier for any breach of Condition 11.1.
11.3 The Supplier reserves the right to make any changes in the specifications that the Supplier in its absolute discretion deems necessary to ensure they conform to any applicable safety or statutory requirements; and to make without notice any minor modifications to the specifications which the Supplier in its absolute discretion thinks necessary or desirable.
12. CANCELLATION
12.1 The Customer may not cancel an Order unless the Supplier agrees.
12.2 A cancellation shall not be valid unless it is made by email or fax to the details set out for the Supplier in the Sales Order Confirmation.
12.2 If an Order is validly cancelled the Customer shall pay the Supplier for all stock (finished or unfinished) that the Supplier holds (or which the Supplier has ordered from a third party in relation to the Order) for the Order which has been cancelled.
12.3 The Supplier may, in its absolute discretion, suspend or cancel the Order, by written notice to the Customer, if the Customer fails to pay the Supplier any money when due (under the Order being cancelled or otherwise); or one of the events in Conditions 13.2.1 to 13.2.15 occurs.
13. TERMINATION
13.1 If the Customer becomes subject to any of the events listed in Condition 13.2, the Supplier may in its absolute discretion terminate the Contract with immediate effect by giving written notice to the Customer.
13.2 For the purposes of Condition 13.1, the relevant events are:
13.2.1 the Customer commits a material breach of these Conditions or the Contract;
13.2.2 the Customer consistently breaches any term of the Terms or the Contract;
13.2.3 the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or Article 103 of the Insolvency (Northern Ireland) Order (as applicable), or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or Article 242 of the Insolvency (Northern Ireland) Order 1989 (as applicable), or (being a partnership) has any partner to whom any of the foregoing apply;
13.2.4 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
13.2.5 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
13.2.6 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
13.2.7 (being a company) the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
13.2.8 a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
13.2.9 (being an individual) the Customer is the subject of a bankruptcy petition or order;
13.2.10 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 (fourteen) days;
13.2.11 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Conditions 13.2.1 to 13.2.11 (inclusive);
13.2.12 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
13.2.13 the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
13.2.14 (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; or
13.2.15 there is a change of control in the Customer (within the meaning of section 1124 of the Corporation Tax Act 2010).
13.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Products under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in Conditions 13.2.1 to 13.2.11 (inclusive), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
13.4 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.
13.5 In the event that the Supplier continues to supply the Products following the occurrence of an event outlined in clauses 13.2.1 to 13.2.13 (inclusive), the Customer shall pay for the Products ordered in advance in full and cleared funds.
13.6 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
13.7 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
14. WAIVER AND VARIATIONS
14.1 No failure of delay by the Supplier in enforcing any of its rights under the Contract shall constitute a waiver of any of the Supplier’s rights. No waiver shall be effective unless it is given in writing and signed by the Supplier.
14.2 No variation of these terms is binding unless it is in writing and states an intention to vary these Terms.
15. FORCE MAJEURE
15.1 In these Conditions, “Force Majeure Event” means an event beyond a party’s reasonable control including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, volcanoes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
15.2 The Supplier shall not 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.
16. GENERAL
16.1 If the Customer under this Contract is more than one person or legal entity, each person and/or legal entity shall be jointly and severally liable to the Supplier under the Contract.
16.2 If any part of this 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 or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of the Contract.
16.3 Any notice to be served by either party under the Contract shall only be valid if given in writing and delivered (by hand, first class post or by fax) to the other’s registered office or principal place of business. Any notice given under this Contract must be signed and must be in the English language. A notice shall be deemed to be received: if delivered personally, when left at the address referred to in this Condition 16.3; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or, if sent by fax, one Business Day after transmission.
16.4 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not 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 Supplier.
16.5 A person who is not a party to the Contract shall not have any right to enforce its terms, whether by virtue of the Contracts (Rights of Third Parties) Act 1999) or otherwise.
16.6 These Terms shall apply to any repaired or replacement Products supplied under the Contract.
16.7 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
16.8 Please note that we may transfer personal information about you to those we may appoint to administer your account or recover amounts owing. That may include, for example, passing information about you to our insurers, debt recovery agents and solicitors, if you fail to pay us.
16.9 The Contract constitutes the entire agreement between the parties. 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. All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any Contract and you should not rely on them in entering into the Contract.
17. GOVERNING LAW AND JURISDICTION
17.1 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) (“Relevant Dispute or Claim”), shall be governed by, and construed in accordance with Northern Irish law.
17.2 Each party irrevocably agrees that the courts of Northern Ireland shall have exclusive jurisdiction to settle any Relevant Dispute or Claim.
17.3 Nothing in this Condition 17 shall limit the right of the Supplier to choose to have any Relevant Dispute or Claim governed by any other law, nor shall the choice by the Supplier to have the Contract governed by any other law for a Relevant Dispute or Claim preclude the Supplier from choosing to have a separate Relevant Dispute or Claim governed by any other law, whether concurrently or not, to the extent permitted by the other law being chosen for the Relevant Dispute or Claim.
17.4 Nothing in this Condition 17 shall limit the right of the Supplier to take proceedings against the Customer in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdiction preclude the Supplier from taking proceedings in any
other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other ajurisdiction.
17.5 It is the Customer’s obligation to acquaint itself and to comply with all applicable requirements and restrictions imposed by law or by governmental and other authorities or corporations relating to the possession, use, import, export, or resale of the Products. It is the Customer’s obligation to ensure that no Products are exported or imported in violation of the laws of any jurisdiction into or through which the Products are transported during the course of reaching the Delivery Point. Where necessary, the Customer shall inform the Supplier at a reasonable time before delivery of any documents which it is necessary for the Supplier to provide in order to allow export of the Products in compliance with the laws of any relevant jurisdiction.
18. MODERN SLAVERY ACT
Modern slavery is a crime and a violation of fundamental human rights. Fane Valley Co-operative Society Limited, and all its subsidiaries have a zero-tolerance approach to modern slavery and we are committed to acting ethically and with integrity in all our business dealings and relationships and to implementing and enforcing effective systems and controls to ensure modern slavery is not taking place anywhere in our own business or in any of our supply chains. We have put in place a specific Anti-Slavery & Human Trafficking policy, which can be reviewed on request, and are in the process of training all staff on the obligations of same and of the internal reporting mechanism.
We are also committed to ensuring there is transparency in our own business and in our approach to tackling modern slavery throughout our supply chains, consistent with our disclosure obligations under the Modern Slavery Act 2015. We expect the same high standards from all of our contractors, suppliers and other business partners, and as part of our contracting processes, we include specific prohibitions against the use of forced, compulsory or trafficked labour, or anyone held in slavery or servitude, whether adults or children, and we expect that our suppliers will hold their own suppliers to the same high standards. We are in the process of contacting all suppliers to request that they confirm their business is compliant with the Modern Slavery Act 2015 and that such compliance is an ongoing requirement of doing business with us.
For further information on modern slavery please contact Angela Givan, HR Director at Linden Food Group
19. PRIVACY POLICY
This website is an initiative by Linden Food Group.
For any queries about the processing of information on the website please contact info@lindenfoods.com. This statement relates to our privacy practices in connection with this website, which may contain links to other sites, including sites maintained by other Linden Food Group companies that are not governed by this Privacy Policy. We are not responsible for the content or privacy practices of external websites. Any external links to other websites are clearly identifiable as such. Some technical terms used in this statement are explained at the end of this page.
Privacy and personal information
We respect your right to privacy and only collect personal data about you on this website that you volunteer (for example by e-mailing us or by using our online forms). All personal information that you volunteer to us will be treated with the highest standards of security and confidentiality, strictly in accordance with the EU General Data Protection Regulation (GDPR) and the UK Data Protection Act 2018. Any information which you provide in this way is not made available to any third parties and is only used by us in line with the purpose for which you provided it. We store all personal data on servers located in the European Economic Area (EEA).
Collection and use of tracking information
In accordance with industry standard practice, we record every visit to this site. This information is used to improve the operation of the service and to provide statistical information about the use of the site.
Technical details in connection with visits to this website are logged. Whilst an IP address is now classified as Personal Data under the terms of the General Data Protection Regulation, we do not attempt to associate any of the technical details listed below with an individual.
Details logged include the following items:
•The date and time of every visit to an individual page
•Each page visited on the site on such a visit
•The IP/network address of the visitor
•The type of web browser used by the website visitor
•The device used by the website visitor
We may make these technical details available to companies under the control and direction of Linden Food Group in order to provide analysis of advertising and website traffic. These other companies may be supplied with, or have access to, this information solely for the purpose of providing these services to us or on our behalf.
Google Remarketing
The website uses Google’s remarketing technology. This allows us to display relevant ads based on what pages on the website you have viewed. The advertising will be displayed using cookies. This cookie doesn’t record any personal information or identify you personally.
If you would prefer to not receive any targeted advertising, you can deactivate the use of cookies for these purposes through Google by visiting the website: https://www.google.com/settings/ads/.
Google has its own independent data protection policy which can be accessed here (https://www.google.com/intl/en/policies/privacy/).
Data Retention
We retain personal data to provide our services and to comply with applicable laws, regulations and professional obligations that we are subject to. Unless a different time frame applies as a result of specific legal, regulatory or contractual requirements, where we retain personal data in accordance with these requirements, we retain personal data for 28 days and then we dispose of personal data in a secure manner.
Changes to this privacy policy
We regularly review this Privacy Policy and will post any updates to it on this webpage. This Privacy Policy was last updated on 21st June 2018.
Cookies
Linden Food Group uses cookies on this site but they are not used to record personal data. We have enabled Google Analytics Demographics and Interest Reporting which infers general demographic data (such as age, gender, and interests) on visitors but does not collect any personally identifiable information. Visitors can use this website with only minor loss of functionality if cookies are disabled from the web browser. If you would like to prevent Linden Food Group from using cookies when you visit our site, please update the privacy setting in your chosen web browser. You can access information on privacy and set the control cookie acceptance settings for web browsers (and Google Analytics) using the following links:
Chrome: https://google.com/chrome/browser/privacy/
Safari: https://support.apple.com/kb/PH19214
Internet Explorer: https://windows.microsoft.com/en-gb/windows/change-internet-explorer-privacy-settings#1TC=windows-7
Firefox: https://support.mozilla.org/en-US/products/firefox/protect-your-privacy
Opera: https://opera.com/help/tutorials/security/privacy/
Google Analytics: https://tools.google.com/dlpage/gaoptout
Also, you can opt-out of other third-party vendor’s use of cookies by visiting the Network Advertising Initiative opt-out page: https://optout.networkadvertising.org/
GLOSSARY OF TECHNICAL TERMS USED
Web browser
The piece of software you use to read web pages. Examples are Internet Explorer/Edge, Google Chrome, Safari, FireFox, and Opera.
URL
URL is the acronym for Uniform Resource Locator — a way of specifying the precise location of a page or other piece of information on the Internet.
Network address
A number (for example 192.168.00.00) which identifies a device connected to the internet. Every device connected to the web has a network address, although the address may not be the same every time a connection is made, depending on how you access the internet.
Cookies
Simple text files, placed on your device by a website in an area controlled by your web browser. Cookies act as a “memory” for the website and can be used for a wide variety of purposes. View cookie policy.
