TERMS AND CONDITIONS
1.1 These Conditions shall be incorporated into the Contract and shall govern the sale of Goods by the Seller to the Buyer to the entire exclusion of all other terms or conditions.
1.2 No terms or conditions endorsed upon, delivered with, or contained in the Buyer’s Order or acknowledgement or acceptance of an Order, specification or similar document shall form part of the Contract and the Buyer waives any right which it otherwise might have to rely on such terms and conditions.
1.3 These Conditions apply to all sales of Goods to the Buyer and any variation to these Conditions shall have no effect unless agreed in writing and signed by an authorised signatory of the Seller.
1.4 Each Order for Goods shall be deemed to be an offer by the Seller to sell or an offer by the Buyer to buy Goods subject to these Conditions. No Order for Goods by the Buyer shall be deemed to be accepted until the Seller accepts the Order either expressly by giving notice of acceptance or impliedly by delivering the Goods to the Buyer.
1.5 The Buyer agrees to comply with all requirements of the Seller in respect of delivery, warehousing, invoicing, quality control, and other such requirements (including any amendments to the requirements) as are notified to the Buyer from time to time and these requirements will form part of each Contract. The Seller agrees to give the Buyer reasonable notice of its requirements.
1.6 If the Buyer prefers the Seller not to deliver a substitute product, should selected lines be unavailable, please request this when placing the order.
1.7 Orders can be placed with the Buyer up to 11pm the day before for the next scheduled delivery to the Seller.
2.1 Delivery of the Goods shall be made by the Seller to the place specified in the Order or the Buyer’s trading address, unless otherwise stipulated or agreed in writing by the Seller. Delivery of the Goods is completed on the completion of unloading of the Goods from the vehicle, or where the Buyer operates or collects from the Seller’s property, when Goods are placed in a specified area to access. The Seller shall use its reasonable endeavours to deliver during a time window agreed with the Buyer which shall be an approximate time only and the delivery shall not be of the essence. The Seller shall not be responsible where a delivery isn’t fulfilled or is made outside the agreed time window.
2.2 All deliveries made from Sunday to Saturday inclusive will be invoiced by the Seller on Monday of the following week.
2.3 Unless otherwise notified to the Seller, it will be deemed that the Buyer has received the previous weeks invoice by Wednesday of the following week.
2.4 On receipt of the invoice, the Buyer must inform the Seller in writing of any discrepancies within 7 days of invoice date. If the Buyer fails to action this, it is deemed that the invoice value is correct and owed in full to the Seller.
2.5 Deliveries will be made to the Buyer as per their individual agreed delivery days, subject to normal trading conditions.
2.6 Delivery notes will be supplied via email or by hardcopy left with the delivery. If a Buyer does not receive a delivery note, they must inform the Seller within 24 hours, otherwise the delivery will be deemed to have been made in full.
2.7 Due to some deliveries being made outside Buyers trading times, the delivery notes do not need to be signed by the Buyer for the Seller to prove that delivery has been made. Buyers who require signed delivery notes, as proof of delivery, must request this in writing and be available to sign at the time of the delivery.
2.8 If a delivery has been made in the absence of the Buyer, then the Buyer must inform the Seller within 24 hours of any discrepancies between the amount indicated on the delivery note, and the actual amount received. If the Buyer fails to do this, then the quantity charged on the delivery note will be deemed to be correct.
2.9 Goods are not supplied on a sale or return basis. If the Buyer is not satisfied with the quality of the goods supplied, and this is justifiable, they must inform the Seller immediately upon delivery to allow the Seller to make suitable arrangements to collect and or replace the goods.
2.10 Delivery of the Goods shall be made by the Seller to such reasonably accessible premises as the Buyer shall reasonably require. The Buyer shall allow the Seller reasonable access to such premises and shall use best endeavours to ensure that a responsible person shall attend the place of delivery to accept the delivery of the Goods and to sign for them. In the event of no such person being present at the time of delivery the Buyer hereby consents to the Seller leaving the Goods at premises nominated by the Buyer as the place of delivery and when the Goods are so left, risk in the Goods shall pass to the Buyer and no liability shall remain with the Seller in respect of the Goods.
2.11 The Buyer must check that the Goods delivered correspond with the Contract or Order before signature of the delivery note.
2.12 Claims in respect of short deliveries or damage to Goods reasonably visible on inspection must be reported to the Seller within 24 hours of the time of delivery which gives rise to the claim. The Buyer must retain the damaged Goods for inspection and collection. Credit will only be provided by the Seller if the conditions of this Condition are complied with.
3. DELIVERY MATERIALS AND PACKAGING
3.1 Unless informed by the Seller, all trolleys, crates, containers, glass bottles, pallets and other delivery materials remain the property of the Seller and are returnable to the Seller without unreasonable delay and in the same condition in which they were delivered to the Buyer. The Seller reserves the right to charge the Buyer for any such property which has not been returned to the Seller or have been returned and are not in a fit condition for re-use.
3.2 If the Buyer fails to return any of the Seller’s property in accordance with Condition 3.1 then the Seller may request access with reasonable notice, to the Buyer’s premises to collect such property. The Buyer shall not prohibit or prevent such access and shall provide the Seller with all reasonable assistance in the identification, access, and removal of the Seller’s property. If the Seller collects such property, they may charge for any collection costs incurred.
3.3 Any deficit of the materials held and returned by the Buyer will be invoiced for. On termination of the Contract the Buyer has 5 days to return the Seller’s materials to avoid incurring those costs.
4. PRICING AND PAYMENT TERMS
4.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set-up against the Buyer in force as at the date of delivery. VAT will be added to invoices on relevant taxable goods.
4.2 The Seller may, by giving notice to the Buyer at any time before delivery, withdraw any discount from its normal prices and to revise prices and to increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
4.2.1 any factor beyond the Seller's control
4.2.2 any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
4.2.3 any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate or accurate information or instructions.
4.3 The Seller may invoice the Buyer for the Goods on or at any time after the completion of delivery.
4.4 The Buyer shall pay each invoice submitted by the Seller which accepts payment via Bacs (bank transfer), Debit Card and Cheques:
4.4.1 within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Seller and confirmed in writing to the Buyer; and
4.4.2 in full and in cleared funds to a bank account nominated in writing by the Seller, and time for payment shall be of the essence of the Contract.
4.5 The Seller reserves the right to allocate payments to the oldest debt on the account where payment is made without reference to any one or more specific invoices i.e. no remittance advice is provided.
4.6 In the event of non-payment the Seller reserves the right to charge late payment interest, plus all costs involved in the recovery of overdue amounts through whatever means the Seller should deem necessary.
4.7 Any cheques which are issued by the Buyer, and which are not honoured by the bank may lead to the Buyer incurring a £25.00 admin fee.
4.8 The Seller may also refuse to accept payment via cheque where more than two cheques have been returned unpaid by the bank.
4.9 All goods supplied remain the property of the Seller until paid in full.
4.10 If the Buyer fails to make a payment due to the Seller under the Contract by the due date, then, without limiting the Seller's remedies under this Contract, the Buyer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under clause 4.6 will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
4.11 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5. BUYERS CANCELLATION
5.1 Depending on the Goods ordered by the Buyer and whether the Seller is able to use, or cancel the order from its supply, the Seller may require the Buyer to take delivery of the Goods ordered. At its sole discretion the Seller will endeavour to accept a cancelation but reserves the right to supply the order.
5.2 In the event that the Buyer wishes to cancel and close its account with the Seller, the Buyer must give a minimum of 7 days’ notice, or such other notice period as agreed (contractually or otherwise) between the parties, submitted in writing to the Seller’s supplying Distribution Centre or the Buyer’s nominated account manager.
6. SELLERS CANCELLATION
6.1 Without limiting its other rights or remedies, the Seller may terminate this Contract with immediate effect by giving written notice to the Buyer if:
6.1.1 the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of that party being notified in writing to do so.
6.1.2 the Buyer takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.
6.1.3 the Buyer suspends, threatens to suspend, ceases, or threatens to cease to carry on all or a substantial part of its business; or
6.1.4 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.
6.2 Without limiting its other rights or remedies, the Seller may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer becomes subject to any of the events listed in clauses 6.1.1-6.1.4 , or the Seller reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.
6.3 Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.
6.4 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.
6.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
6.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
7. WARRANTY AND LIABILITY
7.1 The Seller warrants that the Goods shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and shall at the time of delivery correspond with any agreed specification and conform with all applicable statutes and regulations relating to food supplies of the relevant kind and if packaged then (unless packaged in the Buyer’s own label or packaged by the Seller to the instructions of the Buyer) the Goods shall comply with all applicable UK statutory labelling requirements. All other conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the Goods are excluded to the fullest extent permitted by law.
7.2 The Seller's only obligation in relation to faulty Goods shall be its option to make good any shortage or non-delivery and/or as appropriate to replace any Goods found to be damaged or defective and/or to refund the cost of such Goods to the Buyer.
7.3 The restrictions on liability in this clause 7 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise
7.4 The Seller's total liability to the Buyer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the price paid by the Buyer for the Goods in respect of any occurrence. The Seller’s total liability to the Buyer shall not exceed the amount paid to the Seller under the contract.
7.5 Nothing in the contract limits any liability which cannot legally be limited, including liability for:
7.5.1 death or personal injury caused by negligence.
7.5.2 fraud or fraudulent misrepresentation.
7.5.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
7.5.4 defective products under the Consumer Protection Act 1987.
7.6 The Seller shall not be liable to the Buyer for the following:
7.6.1 for defects in the Goods caused by unsuitable conditions of (including the way in which the Goods are stacked, moved, and stored within the Buyers storage facility) or use by, or any act, neglect, or default of, the Buyer or any third party.
7.6.2 for any indirect or consequential loss or damage (whether for loss of profit, revenue, goodwill, or any other economic loss including
7.6.3 physical damage or otherwise), costs or expenses suffered by the Buyer, howsoever caused.
7.7 The following types of loss are wholly excluded:
7.7.1 loss of profits.
7.7.2 loss of sales or business.
7.7.3 loss of agreements or contracts.
7.7.4 loss of anticipated savings.
7.7.5 loss of use or corruption of software, data, or information.
7.7.6 loss of or damage to goodwill; and
7.7.7 indirect or consequential loss.
7.8 This clause 7 shall survive termination of the Contract.
8. FORCE MAJEURE
8.1 Neither party shall be in breach of the contract nor liable for delay in performing, or failure to perform, any of its obligations under the contract if such delay or failure result from a force majeure event (an event, circumstance or cause beyond a party's reasonable control to include but not limited to acts of God, restrictions, restraint or interference by any government or governmental or official body or any legislation rules or orders they may make, riot, strike, lock-out, trade dispute or labour disturbance, terrorist activity, accident, breakdown of plant or machinery, fire, flood, severe weather conditions, difficulty or increased expense in obtaining workmen, materials or transport, pandemic or Coronavirus (Force Majeure Event). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed and the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 20 days the party not affected may terminate the contract by giving 10 days' written notice to the affected party.
8.2 Save in accordance with the above clause 8.1 the Seller shall be under no liability to the Buyer and shall have the right to cancel or suspend the whole or any part of the Seller's unfulfilled obligations and in the event of any such cancellation or suspension to treat the terms of the Contract as having been modified accordingly by mutual consent
9.1 Assignment and other dealings.
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.
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.
9.2 Entire agreement.
Other than where the Buyer has a specific contractual agreement with the Seller, 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.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 9.5 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.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company or the Seller) or its principal place of business (in any other case).
9.7 Third party 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.
9.8 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.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
MODERN SLAVERY AND HUMAN TRAFFICKING STATEMENT AND POLICY
OUR POLICIES ON SLAVERY AND HUMAN TRAFFICKING
Kent Dairy Company Ltd are committed to ensuring that there is no modern slavery or human trafficking in our supply chains or in any part of our business. Our Anti-Slavery Policy reflects our commitment to acting ethically and with integrity in all our business relationships and to implementing and enforcing effective systems and control to ensure slavery and human trafficking is not taking place anywhere in our supply chains.
Supply chain security and integrity is a crucial component of our business. Robust technical and traceability systems ensure that our products are responsibly sourced from suppliers whose values are aligned with our own.
The senior management team work closely with suppliers to build relationships, understand how their organisations operate and how they look after the welfare of their employees.
We continue to monitor, assess and mitigate the potential risks within our business and within our supply chains and will deal with any risk areas identified in line with the Home Office guidelines.
Kent Dairy’s suppliers are aware that as a Company we are not prepared to accept any form of exploitation.
As a Company, Kent Dairy ensures that we know where our goods come from and can account for each step of the supply chain.
As part of our initiative to identify and mitigate risk we monitor our ethical recruitment processes across the business and educate our Senior Team, Managers and all employees on the Company policy on ensuring that there is no evidence of modern slavery or human trafficking evident or linked to our business.
We only work with reputable recruitment agencies and ensure all our recruitment practices and procedures are communicated followed and individuals are freely allowed to work in the UK and are in possession of their own right to work documents.
We follow the Ethical Trading Initiatives Base Code in ensuring respect for workers within the organisation.
We audit our suppliers to ensure that they operate ethically and also comply with the ETI Base Code in relation to their workers within their organisations.
RISK ASSESSMENT CONCLUSIONS
Kent Dairy recognises the importance of taking action to combat modern slavery and human trafficking. During our 2021/22 financial year we assessed this risk to workers in our business and supply chain and improved supply chain accountability. We are also committed to continuous improvement of our processes to tackle slavery and human trafficking.
We operate in the dairy distribution sector, which is not identified as a high-risk sector for modern slavery. We operate a strict supplier selection process and have a close knowledge of key suppliers with whom we have long-standing relationships. We source the vast majority of our goods and services from the UK, in which regions modern slavery is not prevalent, but we recognise that certain goods/services and the countries from which they are sourced, may carry greater risk.
We have identified that it is necessary to carry out a review of our internal policies and procedures to ensure that there is no risk of slavery or human trafficking taking place.
As part of our ongoing initiative to identify and mitigate potential risk of modern slavery, we have:
Managed supply chain compliance with anti-slavery values
Identified resources and tools to develop processes to tackle slavery/human trafficking
Instigated internal audit of the Company’s employment policies and practices
Started a risk assessment of our first-tier supply chains by classifying suppliers according to the risk factors set out
Launched a consultation of suppliers classified as higher risk to assess the modern slavery risk in their business and their standards to ensure it does not take place
We have introduced an Anti-Slavery and Human Trafficking Policy.
We have Whistle-blowing and Grievance Policies in place to protect employees.
Where appropriate, we intend to take the following further steps to combat slavery and human trafficking:
Put in place appropriately targeted training on the risks the business faces from modern slavery in its supply chains
Assess the modern slavery risks in lower tiers of our supply chain
Ensure a Supplier Code of Conduct and related supply chain compliance is in place
Use key performance indicators to measure our effectiveness in tackling slavery and human trafficking
As part of our training process we educate our Senior Team, Managers and all employees on the Company policy on ensuring that there is no evidence of modern slavery or human trafficking evident or linked to our business. We include information on eradicating modern slavery within our induction processes and employee handbook.
This statement is made further to comply with the transparency provision of the Modern Slavery Act 2015 (section 54(1)) and constitutes our slavery and human trafficking statement for the 2021/22 financial year.