Terms

1 INTERPRETATION

In the Conditions the following words shall bear the following meanings:- 
“the Seller” shall mean the person or company (being a member of the Games Farmers’   Association) named in documentation as the supplier of Goods: “the Buyer” shall mean the person purchasing the goods;
“ the Contact” shall mean each contact for the sale and purchase of the Goods entered into be  tween the Seller and the Buyer in accordance with Condition 2
“Delivery Date” the actual time and day of delivery as agreed between the parties in writing or   otherwise;
“Goods” shall mean pheasants, partridges, quails, ducks, and guinea fowl of any age including  the eggs of all or any of them;
Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. The headings in these conditions are for convenience only and shall not affect their interpretation.

2 BASIS OF THE SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller  which is accepted by the Buyer, or any written 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 subject to which any such quotation is accepted, or purported to be made, by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives and claim for breach of, and such representations which are not so confirmed.
2.4 Any typographical, clerical or other error or omission in any sale 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.

3 ORDERS AND SPECIFICATIONS
3.1 No order submitted by the buyer shall be deemed to be accepted by the Seller unless and until   Confirmed in writing by the Seller’s authorised representative.
3.2 The quantity and description of the Goods hall be those set out in the Seller’s Delivery confirmation.
3.3 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 indemnity the Seller in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Seller as a result of cancellation.

4 PRICE OF GOODS
4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
4.2 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 control of the Seller (such as , without limitation, lack of general supply due to government regulations or outbreak of disease), and change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay the Seller.
4.4 If day old chicks are ordered by the Buyer the Seller shall free of charge supply such additional number of chicks as equals (as new as may be) 2% of the number ordered by the Buyer.

5 TERMS OF PAYMENT
5.1 Subject to any special terms agreed in writing between the Buyer and the Seller 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.
5.2 The Buyer shall pay the price of the Goods ( less and discount to which the Buyer is entitled, but without any other deductions) within thirty (30) days of the date of the Seller’s invoice, notwithstanding that delivery may not have taken place and the property in the Goods m has not passed to the Buyer, Receipts of payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date the, without prejudice to any other right Or remedy available to the Seller, the Seller shall be entitled to:
5.3.1 cancel the contract or suspend any further deliveries to the Buyer
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fie (notwithstanding any purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of ten percent (10%) per annum above the Nat West base rate from time to time, until payment in full is made ( a part of a month being treated as a full month for the purpose of calculating  interest)

6 DELIVERY
6.1 Delivery of the Goods shall be made y the Buyer collecting the Goods at the Sellers premises at any time after the Seller has notified the buyer that the Goods are ready for collections or, where the Goods are to be delivered to a place specified by the Buyer, by the Seller delivering the  goods to that place.
6.2 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  These conditions or any claim by the Buyer in respect of any on ore more instalments shall not Entitle the Buyer to treat the Contract as a whole as repudiated.
6.3 The Seller shall accept no liability ( including and liability for negligence ) for any damage or loss ( Including consequential loss or loss of profits) arising from delay or failure to deliver Goods for Any reason whatsoever.
6.4 If the Buyer fails to take delivery of the Goods on the due Delivery Date 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:
6.4.1 Store the Goods until actual delivery and charge the Buyer for the reasonable costs ( including insurance) of storage, labour and foodstuffs.
6.4.2 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 price under the Contract

7 RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pas to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection: or
7.1.2 in the case of Goods to be delivered at the Buyer’s premises, 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.
7.2 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 for which payment is then due.
7.3 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 those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s  property. Until that time the Buyer shall not be entitled to use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passed to the Buyer 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 any premises of the buyer or any third party where the Goods are stored and repossess the Goods.
7.4.1 That the Seller has the right to re-sell any goods which are repossessed;
7.4.2 That the Seller “ and any of its agents” shall have the right to enter the premises of the Buyer to Repossess the goods: and
7.4.3 That the Seller’s right of repossession shall subsist notwithstanding the termination of the Contract For any reason.

8 WARRANTIES AND LIABILITY
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with  Their specification at the time of delivery.
8.2 Whilst every effort is made to ensure that the quality of Goods delivered is as is ordered, the warranty in Condition 8.1 is given by the Seller subject to the following conditions:
8.2.1 The Seller shall be under no liability in respect of any disease or infection in the Goods howsoever arising:
8.2.2 The Seller shall be under no liability for any outbreak of disease amongst existing fowl ( including but without limitation pheasants, partridges, quail, ducks, and guinea fowl of any age) owned by the Buyer which is attributed to all or any of the Goods sold by the Seller to the Buyer.
8.2.3 the Seller shall be under no liability in respect of any reduction in the quality or quantity of the Goods arising from a failure to follow the Seller’s instructions (whether oral or in writing), or delivery delayed by the Buyer or as a result of poor weather conditions whilst the Goods are in transit to the place requested for delivery by the Buyer, or as a result of poor weather conditions following delivery.
8.2.4 Notwithstanding the above, the Seller will replace or give credit for any livestock found dead on delivery.
8.3 The Seller shall be under no liability where the Goods include hatching eggs, if all or any of such Goods fail to hatch. The Seller shall free of charge supply additional eggs as equals (as near as maybe) 5% of the number ordered by the Buyer.
8.3.1 The Seller guarantees that the eggs will have a fertility not less than 80%. The Buyer must notify the Seller of any alleged failure to reach this level of fertility within 24 hours of the date of hatch and must retain for a further seven days all allegedly infertile eggs for inspection by the Seller of his authorised representative, notwithstanding any other agreement that might be reached between the Seller and the Buyer, the Seller shall be under no greater liability than to reimburse the buyer the cost of those infertile egg
8.3.2 The Seller shall be under no liability as to the hatchability of any eggs supplied which the Buyer. his representative or subsequent customer causes to set in any incubator which setting shall be  undertaken entirely at the Buyer’s, his representative’s or subsequent customers own risk.
8.4 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer ( within the meaning on the Unfair Contract Term Act 1997), all warranties conditions or other terms implied b statute or common law are excluded to the fullest extent permitted by laws.
8.5 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions Restrictions on Statements Order 1976) the statutory rights of the Buyer are not affected by the Conditions.
8.6 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven (7) days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the buyer does no notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.7 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or conditions of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or such of them in question) free of charge or, at the Seller’s own discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
8.8 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, 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 whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these /Conditions
8.9 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing,. Or any failure to perform any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. 8.10 Where the Seller is hindered or prevented by reason of any of the circumstances mentioned in Clause 8.9 from performing its obligations in relation to the Goods, the Seller shall have the right  to:-
8.10.1extend the time or date for delivery by such periods as the Seller is its absolute discretion shall consider reasonable; and/or
8.10.2rescind the Contract or deliver such smaller quantity of Goods as the Seller shall consider reasonable, the Buyer paying for such Goods delivered at the contractual price per item without being liable for any loss or damage thereby callused.

9 INSOLVENCY OF BUYER
9.1 This clause applies if:
9.1.1 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 amalgamation or reconstruction) or
9.1.2 an encumbrancer takes possession, or a receiver or administrative receiver is appointed of any of the property or assets of the Buyers, or
9.1.3 the Buyer ceases, or threatens to cease, to carry on business: or
9.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur I relation to the Buyer and notifies the Buyer accordingly.
9.2 if this clause applies then, without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to cancel 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 contract.

10 GENERAL
10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principa place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
10.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a  waiver of any subsequent breach of the same or any other provision.
10.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provision of these Conditions and the remainder of the provision in question shall not be affected thereby.
10.4 A person who is not a party to these Conditions has no right under the Contracts ( Rights of Third Parties) Act 1999 to enforce any terms of these Conditions but this does not affect any right or remedy of a third party which exists or is available apart from the Act.
10.5 The construction, validity and performance of these Conditions shall be governed by the laws of  England.
10.6 In relation to any legal action or proceedings to enforce the Conditions  or arising our of or in connection with these Conditions, each party irrevocably submits to the jurisdiction of the English Courts.
10.7 The Standard Conditions of Sale are available for inspection at the offices of Welland Valley Game Blackells’s Lodge, Cranoe Road, Market Harborough Leicestershire LE16 7UH