R.H. Amar & Co. Limited - Terms & Conditions of Sale

1. DEFINITIONS
(i) The “Seller” shall mean R.H. Amar & Co Limited (company registration number 497691).
(ii) The “Buyer” shall mean the person, firm, company or other organisation making an offer to the Seller to purchase the Goods on the basis of the Conditions.
(iii) The “Conditions” shall mean these terms and conditions as amended from time to time in accordance with condition 19(i).
(iv) The “Order” shall mean the Buyer’s order issued in writing or placed electronically by email, EDI or via the Seller’s online sales platform (rhamaronline.com), or placed by telephone.
(v) The “Goods” shall mean the goods (or any part of them) as set out in the Order.
(vi) The “Contract” shall mean the agreement arising between the Seller and the Buyer following the Seller’s written or electronic acceptance of the Order, or delivery of the Goods, whichever shall first occur. For the avoidance of doubt, the price payable by the Buyer for the Goods is the price given by the Sellerto the Buyer at the time when accepting the Order. 
(vii) The “New Account Form” shall mean the relevant form provided by the Seller and completed by the Buyer setting out the details needed for the Seller to set up the Buyer as a new customer.
(viii) “Business Day” shall mean a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

2. BASIS OF CONTRACT
(i) The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order are complete and accurate.
(ii) In any event, acceptance of the Goods by the Buyer shall constitute acceptance of these Conditions.
(iii) The Contract shall consist of the Order, the Conditions and any other documents or conditions specified or referred to therein including but not limited to invoices and the New Account Form but shall specifically exclude any other conditions appearing on or referred to in the Order. The Contract shall include the Seller’s written or electronic acceptance of the Order and confirmation of the price payable for the Goods.
(iv) The Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
(v) Any quotation given by the Seller shall not constitute an offer and is only valid for 20 Business Days from its date of issue, unless stated otherwise in the quotation.
(vi) The Buyer may only cancel or reduce the quantity of an Order with prior written agreement from the Seller. In such cases, the Seller reserves the right to charge the Buyer for all costs reasonably incurred by the Seller in fulfilling the Order up until the date of deemed receipt of the cancellation or amendment, including but not limited to labour, transport, storage, raw materials and packaging.
(vii) The Buyer shall not have the right to cancel or reduce the quantity of an Order in the case of: (a) Goods manufactured and/or supplied in accordance with the Buyer’s specification; (b) Goods manufactured exclusively for the Buyer and/or supplied exclusively to the Buyer.

3. PRICES
(i) Subject to condition 5(vi), prices quoted, unless otherwise stated, include delivery and packaging (subject to the minimum order value and/or quantity as specified by the Seller), but exclude value added tax (VAT) (or any applicable tax equivalent to VAT), which shall be added to the price and the Buyer shall be liable to pay to the Seller at the prevailing rate.
(ii) Subject to condition 3(iii), the prices payable for the Goods shall be those referred to in the Contract.
(iii) The Seller may adjust the prices to reflect: (a) any factor beyond the Seller’s control (including increases in taxes and duties, foreign exchange fluctuations, and increases in the cost of materials, labour, energy, transport and other manufacturing costs); (b) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered; (c) any delay caused by any instructions of the Buyer, or failure of the Buyer to give the Seller adequate or accurate information or instructions; or (d) any other reasonable factor given by the Seller to the Buyer. 
(iv) If the Seller wishes to adjust the price, the Seller shall give the Buyer notice of the price increase in writing.
(v) The Seller does not supply Goods on a sale or return basis.

4. CREDIT LIMIT
(i) The granting of credit terms is at the Seller's absolute discretion and the Seller may seek satisfactory trade references and/or a bank reference before giving the Buyer such terms.
(ii) The Seller reserves the right to suspend deliveries or determine any Contract if the Seller in its sole discretion judges that the amount outstanding between the parties is in excess of the credit limit the Seller is willing to accord to the Buyer. Credit terms can be varied at any time at the discretion of the Seller but without prejudice to the terms upon which any Goods already supplied have been sold.

5. DELIVERY AND CARRIAGE
(i) The Seller shall procure that the Goods are delivered to the location set out in the Contract or such other location as the parties may agree or that the Goods are made available for collection at the Seller’s premises.
(ii) The Seller shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract number, all relevant Buyer and Seller reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered;
(iii) Delivery of the Goods shall be completed: (a) in the case of delivered terms, on the completion of unloading the Goods at the delivery location specified in the Contract; or (b) in the case of collection or ex-works terms, on the completion of loading of the Goods on the Buyer’s chosen method of transport.
(iv) The Seller will use reasonable endeavours to deliver Goods or make Goods available for collection on the quoted date for delivery or collection but any dates quoted for delivery or collection are approximate only. The Seller accepts no liability whatsoever for any consequences (express or implied) arising from any delay in delivery, or in making goods available for collection, from any cause, or for any loss or damage arising out of any such delay, and the time of delivery or collection is not of the essence.
(v) The Seller will take every care to ensure that the Goods that leave their premises are of satisfactory quality. However, the Seller can only accept responsibility for any consequences (express or implied) arising from losses or damages in transit in the circumstances where loss or damage is covered by insurance and the provisions of condition 8 are strictly complied with but not otherwise.
(vi) The Seller will deliver Goods (where on delivered terms) by a method of delivery at the Seller’s absolute discretion. Buyers requiring delivery outside agreed terms (for example, out-of-hours or weekend delivery) may be charged an appropriate additional cost. The Seller reserves the right to impose a delivery surcharge for orders that do not meet these terms.
(vii) The Seller reserves the right to effect delivery by instalments, which may be invoiced by the Seller separately. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

6. STORAGE AND DELAYED DELIVERY
(i) Where delivery is delayed for reasons attributable to the Buyer or its agents, the Seller may charge additional costs to the Buyer including but not limited to storage, re-delivery and administration costs. Such additional costs will be charged to the Buyer, and where storage is required the Goods will be held at the Buyer’s risk from the date of commencement of such delay. The Seller reserves the right to invoice the Goods at the original delivery or collection date.
(ii) If 7 Business Days after the day on which the Seller notified the Buyer that the Goods were ready for delivery or collection the Buyer has not accepted actual delivery of them or collected them, the Seller may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Buyer for any shortfall below the price of the Goods.

7. PAYMENT 
(i) Unless otherwise agreed in writing with a Director of the Seller, payment shall be made in cleared funds on the 28th day following the date of invoice, notwithstanding that the Buyer wrongfully fails to accept delivery of the Goods. The time of payment of the price shall be of the essence to the Contract.
(ii) If the Buyer fails to settle their account on the due date the Seller reserves the right to charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 4% per annum above Barclays Bank plc Base Rate from the date payment becomes due until payment is received but at 4% per annum for any period when that base rate is below 0%, together with all costs associated with and/or incurred in the recovery of overdue accounts.
(iii) Should the Seller suspend delivery or terminate a Contract, the Buyer shall pay the Seller promptly and in full for all the Goods purchased prior to suspension or termination.
(iv) Any payment due shall be made in full without set-off deduction or counterclaim.

8. NOTIFICATION OF DAMAGE OR LOSS IN TRANSIT
(i) If the Buyer does not receive all or any part of the Goods within 10 days of the date of Invoice, the Buyer shall notify the Seller in writing of nonreceipt within 14 days of the date of Invoice.
(ii) The Buyer upon receipt must check all goods and any shortages or damages must be marked on the delivery note at the time of delivery. If the Buyer receives all or any part of the Goods in a damaged condition, the Buyer shall notify the Seller of its claim in writing within five days of the delivery date.
(iii) Should the Buyer fail to notify the Seller within the relevant notice period that the Goods have not been delivered or are damaged, the Buyer shall be liable to the Seller for any loss or damage the Seller may suffer in consequence of the Seller’s resultant omission to notify the carriers or insurers for the non-arrival or damage in transit of the Goods.

9. WARRANTIES
(i) The Seller warrants that upon delivery the Goods shall: (a) be of satisfactory quality; (b) correspond with the description by which they are sold; and (c) comply with the requirements of The Food Safety Act 1990, as amended from time to time, and any applicable regulations made thereunder.
(ii) The Seller shall not be liable for any breach of the above warranties (the “Warranties”): (a) Unless the Buyer gives written notice of the non-compliance or alleged imperfection within 5 days of the discovery of the noncompliance or imperfection, or of the date when such problem ought reasonably to have been discovered and in any event before the expiration of the normal shelf life of the relevant Goods; (b) unless the Buyer gives the Seller a reasonable opportunity to inspect the Goods; (c) if the Goods have been tampered with in any way other than by a duly authorised representative of the Seller or the Buyer; and (d) if the Goods have been subjected to misuse, neglect, carelessness, vandalism, fire, flood, excessive heat or cold, or other commotion or disturbance of whatever nature whether affecting Goods directly or indirectly as the result of any such matter affecting the premises in which the Goods are situated.
(iii) 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.

10. RISK AND RETENTION OF TITLE
(i) The risk in the Goods shall pass to the Buyer on delivery.
(ii) Property in the Goods shall pass to the Buyer on the later of payment in full of the whole purchase price of the Goods and payment in full of every other sum whatsoever which is due from the Buyer to the Seller whether under this or any other Contract or otherwise.
(iii) Until title to the Goods has passed to the Buyer, the Buyer shall keep the Goods as the Seller's fiduciary agent and bailee in such a way that they are identifiable as the property of the Seller and are separate from all other Goods of the Buyer and shall, if required by the Seller insure the Goods in the joint names of the Seller and the Buyer to the satisfaction of the Seller.
(iv) If before such payment in full the Goods shall be sold or otherwise disposed of to a third party the Seller shall be entitled to all monies and rights which (but for these provisions) would otherwise be due to the Buyer arising from such sale or disposition and the Buyer shall (if required by the Seller) assign to the Seller or as the Seller may direct at the Buyer's cost any claim against such third party. All such monies received by the Buyer shall be retained in a separate designated account for the benefit of the Seller absolutely. Until all such monies R.H. Amar & Co. Limited have been retained as aforesaid, such monies as have been paid and 
howsoever received shall be received and thereafter held in trust and for the benefit of the Seller: any sums wheresoever paid shall be traceable to the beneficial ownership of the Seller and including and notwithstanding that the same may have been placed in any account whether overdrawn (and thereby reducing or extinguishing the same) or whether in credit. Further, sums standing to the credit balance of the Buyer from time to time shall be deemed to be held first and beneficially in trust for the Seller to the extent of the sum of such monies received for unpaid Goods whether or not the balance at any time falls below the net sums properly to be held to the benefit of the Seller.
(v) The Seller reserves the right to deal with its property in the Goods in any manner it thinks fit and shall be at liberty at any time to retake possession of the Goods or any part thereof and for that purpose as well as for the purposes to ensure the Buyer’s compliance with this Agreement, the Buyer irrevocably authorises the Seller its officers, servants or agents to enter without notice into or upon any premises of the Buyer or upon any premises of which the Buyer has possession or control. The Buyer irrevocably instructs all and any of its officers, servants or agents to deliver up any such Goods in their possession.
(vi) The Buyer shall upon failure to pay the price in full and when due endorse on invoices, statements and similar documents addressed to its buyers of the Goods, a memorandum stating the Seller's rights over to and in the Goods and the proceeds of sale, the wording of which shall be at the sole discretion of the Seller.
(vii) Until such a time as title passes to the Buyer, the Seller gives permission for the Buyer to resell and/or use the Goods in the ordinary course of its business.

11. INSOLVENCY OF BUYER
(i) This condition applies if the Buyer takes any step or action in connection with, or with a view to commencing, the following: (a) the Buyer makes any voluntary arrangement with its creditors, or becomes subject to an administration order, or (being an individual or firm) becomes bankrupt, or (being a company) goes into liquidation (otherwise than for the purposes of a bona fide amalgamation or reconstruction); (b) an encumbrancer takes possession, or a receiver is appointed of any of the property or assets of the Buyer; or (c) the Buyer ceases or threatens to cease to carry on business.
(ii) This condition also applies if the Seller reasonably apprehends that any of the events listed in condition 11(i)(a)-0 above is about to occur in relation to the Buyer and notifies the Buyer accordingly. 
(iii) If this condition applies then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
(iv) The Buyer shall notify the Seller immediately if it becomes subject to any of the events listed in condition 11(i)(a)-0.
(v) The Buyer shall give the Seller such information as the Seller may reasonably require from time to time relating to the ongoing financial position of the Buyer. 

12. LIMITATION OF SELLER’S LIABILITY
(i) Nothing in the Contract limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or (d) defective products under the Consumer Protection Act 1987.
(ii) Subject to condition 12(i), the Seller shall not be liable in any circumstances for: (a) loss of profit, use or goodwill including (but not limited to) breach of any Warranty, delay in delivery; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) any indirect or consequential loss or damage of any kind whether caused by negligence or otherwise howsoever and whether or not such loss has been suffered by the Buyer or by some third party to whom the Buyer may be liable.
(iii) Subject to condition 12(i), if the Seller is found liable for loss or damage arising from any breach of contract or error, whether negligent or not, in connection with the Contract, the Seller’s liability shall in no event exceed the total purchase price of the Goods.
(iv) Subject to condition 12(i), failure to comply with the time constraints in condition 8 above shall absolve the Seller from all liability to the Buyer for any defect, shortage, non-delivery or other proper objection to the Goods or their packaging.
(v) Subject to condition 12(i), the Seller shall be under no liability in respect of any imperfection in the Goods arising from expiry of ‘Best Before End’ date or ‘Use By’ date, wilful damage, negligence, abnormal storage and/or working conditions, failure to follow the Seller’s written instructions, misuse, or alteration or repair of the Goods without the Seller’s approval.
(vi) This condition shall survive termination of the Contract.

13. TERMINATION
(i) Without limiting its other rights or remedies, the Seller may terminate this Contract with immediate effect by giving written notice to the Buyer if: (a) the Buyer commits a material breach of any term of the Contract. For the avoidance of doubt, material breach shall include (but is not limited to) any breach of conditions 7 and 0; (b) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or (c) the Buyer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
(ii) On termination of the Contract for any reason the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt.
(iii) Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
(iv) Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

14. FORCE MAJEURE
(i) If the Seller is unable to supply the Goods by reason of events beyond its control including but not limited to: act of God; flood; fire; epidemic or pandemic; war; civil war; terrorist attack; strike, trade dispute or other industrial action; riot or other civil disturbance; sudden legal change including sanctions, trade tariffs, licences, consents and quotas; chemical or biological contamination; explosion, accident or other damage to premises; interruption of power or other utility service; non-performance by suppliers or subcontractors, any specified delivery date(s) shall be extended for a period equal to the delay caused by such events.
(ii) If the period of delay extends beyond three months then either party may terminate the Contract as regards any Goods then undelivered provided that if the Buyer cancels the Contract the Seller may require the Buyer to take and pay for the proper proportion of the Contract price of the Goods manufactured, or raw materials and/or packaging purchased for the purpose of the Contract.

15. NOTICES
(i) Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand, or by pre-paid firstclass post, or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case), or sent by email to the following addresses: (a) Seller: Rob Amar, Managing Director – robamar@rhamar.com; and (b) Buyer: the email address provided by the Buyer in the New Account Form and/or the email address used by the Buyer when placing the Order and/or the email address of a Director or officer of the Buyer.
(ii) Any notice shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and (b) if sent by pre-paid first-class post or other next working day delivery service, at 9:00am on the second Business Day after posting or at the time recorded by the delivery service; and (c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this condition, business hours means 8.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt. 

16. SPECIFICATION
(i) The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or regulatory requirements relating to the sale of food and beverages at present in force in the United Kingdom and/or in the country of destination as stipulated in the Contract.
(ii) Where the Goods are to be supplied to the Seller's specification, the Seller reserves the right to make any changes in the specification of the Goods which do not materially affect the quality, functionality or performance of the Goods.

17. TRADEMARKS
The Buyer undertakes not to use any trademarks or tradenames applied by the Seller to the Goods nor to do anything whereby the goodwill and reputation of such trademarks or tradenames is prejudiced or damaged.

18. ASSIGNMENT
(i) The Seller may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
(ii) The Buyer may not assign, transfer, mortgage, charge, subcontract, delegate, 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 Seller.

19. VARIATION AND WAIVER
(i) No employee or other person acting or purporting to act on behalf of the Seller is authorised to agree or effect any alteration in these Conditions unless confirmed in writing by a Director.
(ii) The failure by the Seller to enforce at any time or at any period any one (or part of one) or more of the Conditions hereof shall not be a waiver of them or of the right at any time subsequently to enforce all Conditions hereof.

20. SEVERABILITY
(i) If at any time any one or more of the Conditions (or any part thereof) is unenforceable for any reason the same shall be deemed deleted and the enforceability of the remaining provisions of the Conditions shall not in any way be affected or impaired.
(ii) If any Condition is deemed deleted under this condition 20, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. THIRD PARTIES RIGHTS
Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. 

22. ENTIRE AGREEMENT
The Contract 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. 

23. GOVERNING LAW 
The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

24. JURISDICTION
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including noncontractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.Terms & Conditions of Sale.

Revised October 2023