Terms and Conditions of Sale

1. Definitions In these Conditions of Sale: ‘The Company’ means Viking Pet Food Ltd., ‘The Customer’ means the person who orders, buys or agrees to buy the goods from the company. ‘The Goods’ means the goods that the Company is to supply the Customer in accordance with these Conditions of Sale. Any reference to ‘the Goods’ shall, where appropriate, include a reference to part of them and any associated services that may form part of the supply. ‘The Price’ shall mean the purchase price of the Goods. ‘The Delivery Point’ means the location for delivery of the Goods specified in the Company’s quotation or agreed with the Customer.

2. General

• 2.1 These Conditions of Sale form the whole agreement between the Company and the Customer and no other express terms, written or oral, shall be incorporated into the contract.
• 2.2 The Conditions of Sale override any other terms which the Customer may subsequently seek to impose.
• 2.3 Any statement by an employee or representative (other than a Director) of the Company to:-
• 2.3.1 Vary any of these terms or introduce any other terms, written or oral, into the contract
• 2.3.2 Give any advice, make any representation, agree any condition precedent or enter into any collateral contract shall not be binding on the Company unless confirmed by the Company in writing and signed by a Director.
• 2.4 The Customer’s order constitutes an offer by the Customer to purchase the Goods from the Company on these Conditions and the contract between the Company and Customer is made by the Company’ acceptance of the Customer’s offer.

3. Orders

• 3.1 No order may be cancelled by the Customer except with the agreement in writing of the Company (and on terms that the Customer shall indemnify the Company in full against all loss, costs, damages, charges and expenses incurred by the Company as a result of cancellation).

4. Prices

• 4.1 The price of the Goods shall be the price ruling on the date of delivery.
• 4.2 Unless otherwise specified prices are quoted in Pounds Sterling and are subject to the addition of VAT and or other Government taxes at the appropriate rate.
• 4.3 The price of the Goods (‘Price’) shall be that stated in the Company quotation or, where no price has been quoted, the Price listed in the Company’s price list from time to time applicable.
• 4.4 The Company may adjust the price accordingly, where at any time before delivery of the goods.
• 4.4.1 There is an increase in the cost of raw materials or labour or currency fluctuations; or
• 4.4.2 There are any currency fluctuations affecting the price charged by the manufacturer to the Company; or
• 4.4.3 There is an increase in the Company’s costs in executing the order for any reason whatsoever.

5. Payment

• 5.1 Payment shall be due at the time of delivery except for Customers who have agreed with the Company on a 7 day basis in which case the due date will be specified by the Company at the time of agreeing payment terms.
• 5.2 If the Customer fails to pay for the Goods by the due date the Company may:-
• 5.2.1 Require immediate payment in respect of all goods delivered by the Company to the Customer whether before or after the default.
• 5.2.2 Exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms. The Company shall be entitled to charge interest on all outstanding amounts at the rate of 2.5% per calendar month from the date of the invoice to the date of payment, interest to run as well after as before Judgement and as well after as before any order resolution or appointment for liquidation, winding-up, Receivership or Bankruptcy of the Customer.
• 5.2.3 Withhold supply of any Goods due to the Customer.
• 5.2.4 Appropriate any payment made by the Customer to such of the Goods (including goods supplied under any other contract with the Customer) as the Company may in its sole discretion think fit.
• 5.2.5 Surcharge the Customer £20.00, or such greater sum as may be charged to the Company from time to time by its bankers for any cheques furnished to the Company by the Customer which is not paid on first presentation. Each subsequent presentation or return shall attract a £20.00 surcharge.
• 5.3 The Company shall note accept return of Goods for credit other than in the case of defect under clause 10.
• 5.4 The Customer is not entitled to withhold payment of any amount payable by reason of any dispute or claim with the Company in connection with any sale, and in the case of any shortfall or delivery of damaged Goods shall remain liable to pay the full invoice price of all other goods delivered or available for delivery.

6. Delivery

• 6.1 Any delivery dates stated are approximate only and the Company shall not be liable for any loss or damage, direct, indirect or consequential, suffered by the Customer or otherwise as a result of the delay in delivery of Goods howsoever caused. Time of delivery shall not be the essence of the contract.
• 6.2 The Customer shall make all arrangements to take delivery of the Goods whenever they are tended for delivery.
• 6.3 If the Customer fails to take delivery of the Goods the Company may dispose of the Goods at their discretion without prejudice to any other right of remedy the Company might have.
• 6.4 The Company will refuse to deliver any Goods over roads or other ground which the Company considers unsuitable and any resultant abortive costs incurred will be paid by the Customer to the Company.
• 6.5 The Customer shall provide, without charge, reasonable assistance to offload the Goods at the delivery point in a safe manner.
• 6.6 If the Customer refuses to accept delivery of the Goods or fails to give the Company adequate delivery instructions, then the Company may:-
• 6.6.1 Store the Goods until actual delivery to the Customer or until the Goods are disposed of under clause 6.6.2. The Customer shall be liable to pay a charge for handling, transportation, storage and insurance of the Goods under this clause.
• 6.6.2 Sell the Goods at the best price readily obtainable. The Customer shall be liable to pay the costs of the sale. Further, if the Goods are sold for less than the price payable by the Customer, the Customer shall be liable to pay to the Company the difference in price. This does not affect any other right or remedy the Company may have.
• 6.7 A delivery note which is signed by or on behalf of the Customer shall be conclusive proof of delivery of the Goods described in the delivery note.

7. Property and Risk

• 7.1 Ownership of the Goods remains with the Company and will not pass to the Customer until the Company is paid for all the Goods and no other amounts are owed by the Customer in respect of other goods supplied by the Company.
• 7.2 If the Customer is overdue in paying for the Goods or any other Goods supplied by the Company, the Company may, if still the owner, recover and resell them. The Customer gives the Company irrevocable authority to enter the premises or land owned, leased or occupied by the Customer for this purpose. This does not affect any other rights of the Company.
• 7.3 Until such time as the property of the Goods passes to the Buyer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property, but the Customer shall be entitled to resell or use the Goods in ordinary course of business.
• 7.4 Risk in the Goods passes to the Customer upon delivery.
• 7.5 If the Goods are destroyed by an insured risk before the Customer has paid for them, the Customer shall hold the insurance proceeds as the Company’s trustee.

8. Acceptance

• The Customer shall be deemed to have accepted the Goods upon delivery and it shall be conclusively agreed that the Goods are in accordance with the contract unless:
• 8.1 Within 2 working days after delivery and prior to their use or resale the Customer notifies the Company in writing specifying the alleged defects in quality or state of the Goods which would be apparent upon careful inspection or by such testing as it is reasonable in all circumstances for the Customer to undertake and thereafter provides the Company with a reasonable opportunity of inspecting or testing the Goods before they are used or resold.
• 8.2 If the alleged defect in quality or state of the Goods would not be apparent upon careful inspection or reasonable testing the Customer gives the Company written notice of such defect forthwith upon its discovery, and in any event not more than 3 months after delivery, specifying the matters complained of and affording the Company a reasonable opportunity of inspecting or testing the Goods.

9. Specification and Warranty

• 9.1 In addition or subject to any warranty or condition previously agreed in writing, the Company warrants that, subject to the terms of clause 9, the goods are of satisfactory quality and correspond, within reasonable tolerance levels, to the Company’s specification or description of the Goods and to all statutory requirements applicable to the Goods.
• 9.2 Except as provided in clause 9.1 all terms, conditions, warranties or descriptions implied by law or expressed orally by the Company’s employees or agents or otherwise, as to the quality or fitness for the purpose of the Goods or their conformity to any samples or description provided by or on behalf of the Company are expressly excluded, except where the Goods are of a type ordinarily bought for private use and the Customer is not buying or holding the same in course of a business.

10. Liability

• 10.1 Subject to clause 10.5, provided that the Customer has complied with clause 8, if the Goods are defective in quality or state or otherwise not in accordance with the contract, the Company’s liability to the Customer is limited to:
• (1) repayment of or credit for the Price and any reasonable costs incurred by the Customer for the purpose of transporting the Goods back to the Company or, at the Company’s option:
• (2) replacement of the Goods by delivering replacement Goods as soon as reasonably practicable and in all other respects in accordance with the contract.
• 10.2 The Customer shall have no right of rejection of the Goods and the Company shall have no liability for the negligence or breach of contract except as provided in clause 10.1, which clause is in substitution for any other legal remedy of the Customer.
• 10.3 The Company shall not be liable for breach of contract attributable directly or indirectly to circumstances beyond the Company’s reasonable control, including but not limited to war, rebellion, strikes, lockouts, breakdown of plant or government.
• 10.4 The Company shall have no liability in contract or in negligence or otherwise for consequential loss, indirect loss, or economic loss, however arising. This exclusion would include but is not limited to loss of profit, loss of contracts, damage to the property of the Customer or a third party.
• 10.5 The provisions of clause 10 do not apply:-
• 10.5.1 To claims for death or personal injury to persons arising out of the Company’s negligence.
• 10.5.2 To claims for breach of warranty of title implied by law.

11. Insolvency

If the Customer:-

• 11.1 Being a Company
• 11.1.1 has a petition presented for its winding up; or
• 11.1.2 passes a resolution for voluntary winding-up (other than for the purpose of a bona fide amalgamation or reconstruction); or
• 11.1.3 enters into a voluntary arrangement with its creditors; or
• 11.1.4 becomes subject to an administration order; or
• 11.1.5 has a receiver appointed of all or any of its assets; or
• 11.2 Being an individual or firm,
• 11.2.1 becomes bankrupt or insolvent; or
• 11.2.2 enters into a voluntary arrangement with creditors
  then the Company shall be entitled to treat the contract as being at an end or suspend any further deliveries under the contract. If the Goods have been delivered but not paid for, the price shall become due immediately regardless of any previous agreement to the contrary.

12. Waiver

• The rights of the Company and the Customer shall not be prejudiced or restricted by any indulgences or forbearance extended by either party to the other and no waiver by either party in respect of any breach shall operate as a waiver in respect of any subsequent breach.

13. Assignment

• The contract shall not be assigned by the Customer to any third party without the prior written consent of the Company.

14. Severance

• If any provision of these Conditions is held by a competent authority to be invalid or unenforceable in whole or in part the validity of the other Conditions and the remainder of the provisions in question shall not be affected.
  

15. Arbitration

• Any dispute or difference arising out of supply of goods shall be referred to a single arbitrator to be appointed by the parties.

16. Proper Law

• The contract shall be governed by English Law and the non-exclusive jurisdiction of the English Courts.

Issue 2 01.04.04