BritasteCompany Ltd
international olive oil producer, packer, and distributor. During the production of its olive oils, Britastecomplies with a rigorous manufacturing process that includes:
• The cold extraction
• The analyses of the oils in its ISO 17025 accredited laboratory, recognized by the International Olive Oil Council IOOC
• The bottling and packaging
The Products of Britaste benefit from several certifications, including and not limited to:
• Quality Management Certificate according to ISO 9001,
• Food Safety Management Certificate according to ISO 22000,
• IFS FOOD certificate,
• BRC FOOD certificate,
• Accreditation of the CHO laboratory (L.A.H.AL) for the analysis of olive oils according to ISO 17025,
• Recognition of CHO laboratory (L.A.H.AL) by the International Olive Oil Council for the analysis of olive oils,
• Organic products Certification by Ecocert and Organic Food Federation
• ISO 14001 certification.
1.1. In these Conditions of Sale Britaste Company Ltd is referred to as ‘the Seller’ and the person, firm, company,or organization placing the order as ‘the Buyer’.
1.2. ‘Contract’ means this contract for the sale and purchase of the goods and/or any action of Sales and purchase between the buyer and the seller.
1.3. ‘Goods’ means the Goods (including any instalment or part load of Goods) which the Seller is to supply in accordance with these conditions.
1.4. ‘Conditions’ means these Conditions of Sale.
1.5. ‘Party’means a party to these Conditions and “parties” shall be interpreted accordingly.
1.6. The ‘Order’ constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions.
2.1. These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to impose or incorporate under any purchase order confirmation of
order or similar document, or which are implied by law, trade custom, practice or course of dealing.
2.2. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3. Acceptance of delivery of the Goods in accordance with these Conditions shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4. No variation to these Conditions (including any special terms and conditions agreed between the parties) shall be applicable unless it is in writing and signed by the parties (or their authorized representatives).
3.1. The Seller shall sell and the Buyer shall purchase the Goods in accordance with:
3.1.1. any quotation of the Seller which is accepted by the Buyer,
3.1.2. any order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions.
3.2. All prices quoted by the Seller are based on these conditions which incorporate, amongst other things, limitations upon the Seller’s liability.
3.3. All brochures, catalogues, price lists, samples and other advertising or descriptive material submitted to the Buyer by the Seller are intended to be approximate only and to give a general impression of the Goods. Unless expressly incorporated the same shall not form part of the Contract.
3.4. Any typographical clerical or other error or omission in any sales literature quotation price list acceptance of offer invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
4.1. No Order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller or its authorised representative.
4.2. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
4.3. The quantity quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s Order (if accepted by the Seller). In the event of a conflict between the two the Seller’s quotation will prevail.
4.4. The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or where the Goods are to be supplied to the Seller’s specification, which in any case do not materially affect their quality or performance.
4.5. No Order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all Losses incurred by the Seller as a result of cancellation.
5.1. The price of the Goods shall be the Seller’s quoted price at the time of delivery or, where no price has been quoted (or a quoted price is no longer valid) the Seller’s current standard price at the date of acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
5.2. The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the reasonable control of the Seller (such as, without limitation, any market fluctuation, currency regulation, alteration of duties or significant increase in the cost of raw materials), any change in delivery dates, quantities or specifications requested by the Buyer, or any delay caused by any instruction of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
5.3. Except as otherwise stated under the terms of any quotation or in any price list of the Seller and unless otherwise agreed in writing between the Buyer and the Seller all prices are given by the Seller on an ex works basis and where the Seller agrees to deliver the Goods
otherwise than at the Seller’s premises the Buyer shall be liable to pay the Seller’s charges or transport packaging and insurance.
5.4. Unless otherwise specified, the price is exclusive of VAT and any other applicable tax or duties, which the Buyer shall be additionally liable to pay the Seller.
6.1. Subject to any special terms agreed in writing between the Parties, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
6.2. The Goods remain the property of the Seller until full payment of the Invoice as per condition 9.1.
6.3. The Buyer shall pay the price of the Goods within the period agreed between the Buyer and the Seller, notwithstanding that delivery may not have taken place and property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence
of the Contract. Receipts for payment will be issued only upon request.
6.4. If the Buyer fails to make any payment on the due date, then, without prejudice to any other right or remedy of the Seller, the Seller shall be entitled to:
6.4.1. Cancel the Contract or suspend any further deliveries to the Buyer
6.4.2. Appropriate any payment made by the Buyer to such of the Goods (or any other Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer), and
6.4.3. Charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 4% above LIBOR (London Interbank Offered Rate) from time to time, until payment in full is made.
6.4.4.The Buyer shall make any payment to the Seller by Faster Payment (FPS), BACs or Bank Transfer.
7.1. Delivery of the Goods shall be made by the Buyer collecting the Goods from the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
7.2. Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused, time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
7.3. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with the Contract or any claims by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.4. If the Seller fails to deliver the Goods within a reasonable period of the quoted delivery
date, for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) at the price paid by the Buyer (in the cheapest available market) in purchasing similar goods to replace those not delivered, over the price of the
Goods.
7.5. If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
7.5.1. Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage, or
7.5.2. Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the Contract price.
7.6. Mixed pallets will NOT be separated using wooden pallets due to Goods damage, cost and environmental impact. The Seller reserves the right to charge back to the Buyer any costs associated with a rejection due to pallets not being used to separate Goods.
8.1. Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
9.1. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods (and all other
Goods agreed to be sold by the Seller to the Buyer under any other contracts for which payment is then due).
9.2. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee and shall keep the Goods separate from any other Goods belonging to the Buyer or any third party and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties, and, in the case of tangible proceeds, property stored, protected and insured.
9.3. Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon the premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
9.4. Notwithstanding this condition 9, the Seller shall be entitled to maintain an action for the price of the Goods at any time after the date when payment is due.
10.1. Save as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.2. The Seller shall have no liability in respect of any defect in the quality, condition or fitness of the Goods or their failure to correspond with specification unless, time being of the essence for the purpose of this condition:
10.2.1. (save as provided in Condition 10.3) notification of rejection, claim or complaint is made in writing to the Seller giving the grounds for such rejection, claim or complaint immediately upon discovery and in any event within 48 hours of delivery,
10.2.2. The Seller is given an opportunity to inspect the Goods at a reasonable time during normal business hours
10.2.3. the Goods are properly stored at a temperature not exceeding minus 18c pending resolution of the claim, and
10.2.4. the Goods can clearly be identified as being those supplied by the Seller.
10.3. If the Buyer proves that it was not reasonably possible for him to give such notice to the Seller within the time specified in Condition 10.2.1 and notice was given within a reasonable period, the Seller shall not be entitled to rely upon the time limits stipulated.
10.4. Where a valid claim is notified to the Seller in accordance with these Conditions, the Seller shall either, at his sole discretion, replace the Goods, which are the subject of the claim or refund to the Buyer the price of the Goods.
10.5. Except as provided in Condition 10.6 below, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the
sale of the Goods and the entire liability of the Seller under or in connection with the Contract shall not exceed the Contract price for the Goods.
10.6. The Seller accepts liability for death and personal injury to the extent caused by the negligence of the Seller, its employees and agents (during the course of their employment and agency, as appropriate).
11.1. The Buyer undertakes that it shall not at any time disclose to any person any Confidential Information, except as provided by condition 11.2.
11.2. The Buyer may disclose the Confidential Information:
11.2.1. to those of its employees, officers, representatives, or advisers who need to know such information for the purpose of carrying out the Buyer’s obligations under the Contract (“Required Recipient”) subject to the Buyer ensuring that each Required
Recipient complies with conditions 11.1 to 11.6; and
11.2.2. as may be required by law, court order or any governmental regulatory authority.
11.3. Before disclosure of Confidential Information to a Required Recipient, the Buyer shall if required by the Seller ensure that the Required Recipient executes a confidentiality agreement and always complies with such confidentiality agreement.
11.4. Conditions 11.1 and 11.3 do not apply to Confidential Information which;
11.4.1. is at the date of the Contract or at any time after the date the Contract comes into the public domain other than through a breach of these Conditions by the Buyer or a Required Recipient;
11.4.2. can be shown by the Buyer to the Seller’s reasonable satisfaction to have been known by the Buyer before disclosure by the Seller to the Buyer; or
11.4.3. subsequently comes lawfully into the possession of the Buyer from another.
11.5. The Buyer shall not use the Confidential Information for any purpose other than to perform its obligations under the Contract.
11.6. The Buyer shall have in place industry-standard policies, procedures and draft confidentiality agreements so as to ensure that its employees are able to identify, and label Confidential Information disclosed by the Seller and deal with it in accordance with the obligations imposed under these conditions 11.1 to 11.6
12.1. Either party may terminate this Contract forthwith by notice in writing to the other if:
12.1.1. the other party commits a breach of this contract which is either incapable of remedy or, in the case of a breach capable of remedy, shall not have been remedied within 30 days of the receipt by the other of a notice identifying the breach and requiring its remedy
12.1.2. the other party makes any voluntary arrangement with its creditor or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a Company) goes into liquidation
12.1.3. a receiver is appointed or an encumbrance takes possession of any of the property or assets of the other party
12.1.4. the other party ceases, or threatens to cease, to carry on business, or
12.1.5. it reasonably believes that any of the events mentioned above is about to incur in relation to the other party and notifies the other party accordingly.
12.2. In the event that this Contract is terminated by either party in accordance with clause
9.1, payment for the Goods shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
13.1. The customer shall not remove, cover or alter any indications on the Goods as to trade or brand names, patents or other intellectual or industrial property rights.
13.2. The Buyer shall not do , or omit to do anything that could adversely affect the Trade Marks validity or other trade mark, brand or trade name.
13.3. The Buyer shall not do, or omit to do, anything that could adversely affect the Trade Marks validity or reputation.
13.4. The Buyer acknowledges that these conditions do not operate to vest any right, title or interest in the Trade Marks in the Buyer.
13.5. No right or license is granted under these Conditions to the Buyer under any patent trade mark copyright registered design or other intellectual property right except the right to use or resell the Goods.
Neither party shall be regarded as being in breach or be liable to the other for any loss, damage or injury caused to the other party as a direct or indirect result of the performance of any obligation under these Conditions being prevented, hindered or delayed by any events or circumstances beyond the reasonable control of the party affected including, but not limited to fire, flood, storm, Act of God, war, riot, trade dispute, health pandemic, materially adverse weather or ground conditions or unforeseen seed or crop failure or
disease.
15.1. All notices under these Conditions shall be in writing. Notices may be given by email, fax, first class post or personal delivery.
15.2. No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.3. If any condition is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other Conditions and the remainder of the Condition in question shall not be affected.
15.4. The Contract shall be governed by English law and be subject to the sole jurisdiction
of the English Courts.
15.5. Details of our Privacy Policy are available upon request.
