General Terms and Conditions of Sale for:

Abbeyfield Foods Limited,
Abbeyfield Foods FZ-LLC,
Abbeyfield Food Sourcing Ltd,
Abbeyfield Foods DMCC
(hereinafter called "the Seller")

1 – Contracts
• Contracts are confirmed on the basis that the goods shall be delivered in as far as possible in line with the delivery schedule.

2 – Reservation of Title
• The goods shall remain the property of the Seller until the entire value of the purchase price is paid and all other debts owed by the Buyer to the Seller have been paid in full.
• If any amount owing by the Buyer to the Seller for the goods is overdue, the Seller may (without prejudice to any of its other rights or remedies) repossess and resell any or all of such goods, and may enter upon the Buyer premises for that purpose.
• The goods shall be at the risk of the Buyer from the time of delivery to the Buyer notwithstanding that the property of the goods shall not have passed to the Buyer. This reservation of title clause shall not entitle the Buyer to return the goods and refuse or delay payment on the grounds that the property has not yet passed. The Seller and the Buyer will treat the goods as the Buyer’s stock from the date of the invoice in respect thereof. This reservation of title clause shall not constitute an Agency.
• If the buyer according to the contractual agreement pays by cheque or draft, the rights of the seller remain unaffected until the complete and irrevocable payment of the cheque or draft.
• When a date of acceptance was agreed and this date has expired without the buyer having accepted the delivery, the buyer is in default of acceptance even without a reminder. In case of a default of acceptance, the risk of incidental deterioration or loss shall pass over to the buyer.
• If the price is influenced after conclusion of a contract by changes in tax law, import rules or tariff regulations, the seller is entitled to change the price subsequently to the extent of the influence.
• if the Buyer is in default with settling a claim or a part payment, the seller shall be entitled to refuse any further delivery without specific announcement, until the Buyer has settled all claims of the seller or has paid in advance for further deliveries. When due payments of the Buyer to the seller, become delayed or overdue, all outstanding debts become due with immediate effect.
• Incoming payments shall first liquidate costs, then interest and finally the principal claim. In case of more than one claim, the oldest shall be liquidated first.
• In case the Buyer has an objective precondition for the obligation to file for insolvency, he shall be obligated to refrain from any disposition of the goods subject to reservation of title without a corresponding agreement.

3 – Interest
• All amounts due to the Seller must be paid on time. In the event of amounts not being paid on time, then such overdue sums of monies shall carry interest at the rate of two percent per month. The right of the Seller to charge interest under this clause shall be without prejudice to any rights that the Seller may have to repossess or resell the said goods under Clause 2 herein.

4 – Claims
• In the event of a claim or dispute the Seller and Buyer shall do everything in their power to resolve the issue in an amicable way.
• Claims arising from damage, delay or partial loss of goods in transit, must be notified to the Seller immediately on receipt of goods by telephone and confirmed in writing to the Seller (sending full details and photos – if it’s the case) and the Carrier so as to reach them within 3 days of delivery. Acceptance of notification of a claim should not be construed as admission of liability.
• If it’s not possible to solve the claim in an amicable way the product will be subject to an independent survey acceptable to both Buyer and Seller. • The findings of the independent survey report shall be final and serve as a basis of the settlement between the parties.
• The cost of the survey shall be for the account of the party at fault.
• In the event of a claim or dispute, the Buyer and Seller shall do their best to resolve the issue in an amicable way.
• In case of any Sanctions being placed by the importing country Abbeyfield reserves the right to return the goods to the producer and we reserve the right to use any funds paid to cover the expenses for the return of the goods.
• In order to validate all claims in relation to the deterioration of the product the Insurance companies’ agent named on the Insurance Certificate must be contacted, when goods are sold on a CIF basis.

5 – Liability
• The Seller shall not be responsible for indirect loss or third party claims occasioned by the delay in completing the Buyer’s order or for any loss to the Buyer arising from delay in transit.
• Where goods are defective for any reason, including negligence, the Seller’s liability (if any) shall be limited to rectifying such defect by way of replacement.

6 – Force Majeure
• Every effort will be made by the Seller to carry out its contracts but the due performance of such contracts is subject to cancellation in contract or variation thereof as may be necessary as a result of Force Majeure due to war or threat of war, civil unrest, riots or strikes in the country of destination or the inability to secure labour, materials, supplies, or freight as a result of Acts of God, war, threat of war, strike, lock-out ,or any labour dispute, fire, flood, drought, legislation or other cause (whether of the forgoing class or not) beyond the Seller’s control.

7 – Settlement of Disputes
• In the case of a dispute the English language will prevail. Any dispute which cannot be settled amicably shall be referred to the Arbitration Court in London.