The OLMC terms and conditions of sale and purchase
Conditions of Sale
“BUYER” means the person who places an order with the Seller for the purchase of the Goods.
“CONDITIONS” means the terms and conditions of purchase set out in this document and any special terms
and conditions agreed in writing by the Seller.
“CONTRACT” means the contract between the Buyer and the Seller for the sale and purchase of Goods in
accordance with these Conditions.
“DELIVERY DATE” means the date specified by the Buyer when the goods are to be delivered.
“FORCE MAJEUERE EVENT” means an event, circumstance or cause beyond a party’s reasonable control.
“GOODS” means the livestock which the Buyer agrees to buy from the Seller.
“PRICE” means the price for the Goods plus the additional cost of haulage.
“REFUND” means the refund (if any) to be given to the Buyer under clause 12.3.3.
“OLMC” means Organic Livestock Marketing Co-operative Limited (Industrial and Provident Society
2 Status and authority of OLMC
2.1 OLMC is the appointed sales and marketing agent for the producer and seller of the Goods (the
“Seller”) and, save as otherwise provided in these Conditions or by law, the parties hereby agree
that the sale and purchase of the Goods creates a direct contract between the Buyer and the
Seller to which OLMC is not a party and upon which OLMC is not liable. The Identity of the Seller
has been disclosed to the Buyer prior to its purchase of the Goods or has been deemed to be
disclosed on completion of the purchase by virtue of the supply by OLMC of the documentation
accompanying the Goods at the time of delivery
2.2 The Buyer hereby unequivocally elects, in event of there being any dispute relating to the sale and
purchase of the Goods, to pursue any and all actions, claims, and legal remedies against the
Seller, and to hold OLMC harmless in relation to any such dispute.
2.3 Notwithstanding conditions 2.1 and 2.2 OLMC warrants that it has the existing and lawful authority
of the Seller to:
2.3.1 execute the contract for the sale and purchase of the Goods on the Seller’s behalf; and
2.3.2 make arrangements for the performance of the Seller’s obligations pursuant to such a contract.
3 Conditions of Sale
3.1 These Conditions shall apply to all contracts for the purchase of Goods by the Buyer from the
Seller to the exclusion of all other terms and conditions including any terms or conditions which
the Buyer may purport to apply under any sales offer or similar document.
3.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to
3.3 Acceptance of delivery of the Goods by the Buyer shall be deemed conclusive evidence of the
Buyer’s acceptance of these Conditions.
3.4 Any variation of these Conditions (including any special terms and conditions agreed between
the parties) shall be inapplicable unless agreed in writing by the Seller.
4 The Price and Payment
4.1 The Price of the Goods shall be the price set out overleaf.
4.2 Payment of the Price shall be due within 7 days of the date of the invoice. Time for payment shall
be of the essence and any failure to pay shall entitle the Seller at its option to treat any contract as
repudiated by the Buyer, or to suspend or cancel deliveries of any goods due to the Buyer; and/or
appropriate any payment made by the Buyer to such of the Goods (or goods supplied under any
other contract with the Buyer) as the Seller may in its sole discretion think fit (in addition to any
4.3 If the Buyer does not pay OLMC on the due date, then the Buyer will pay:
4.3.1 interest at 8% above the Bank of England base rate as prescribed under the Late Payment of
Commercial Debts Regulations 2002 and the Late Payment of Commercial Debts (Interest) Act 1998; and
4.3.2 compensation/debt collection costs as prescribed under the Late Payment of Commercial
Debts Regulations 2002 based upon the amount outstanding (which are currently as follows: debt
up to £999.99 – £40, debts £1000 to £9,999.99 – £70, debts of £10,000 and over – £100)
4.4 All invoices shall be paid in full free from any deduction for any set-off, counterclaim or otherwise
5 The Goods
5.1 The quantity and description of the Goods shall be as set out in the Seller’s quotations.
5.2 All terms, conditions, warranties and representations (whether implied or made expressly) whether
by the Seller its servants or agents or otherwise (other than those warranties set out in condition 6)
relating to the quality and/or fitness for the purpose of the Goods or any of the Goods are excluded
to the fullest extent permitted by law.
5.3 Goods sold on a price per head basis may be described by the Seller as being of a certain weight
but the Seller offers no warranty in this regard and the Buyer hereby expressly acknowledges that
this is a best estimate only and has not been relied upon.
5.4 Goods sold on a weight basis will be weighed at an appropriate weighbridge close to the Principal’s premises, in bulk, on route from the Principal’s premises to the Buyer via a public stamped weighbridge with the total weight authenticated by a weighbridge ticket.
All Goods supplied by the Seller will be accompanied at the time of delivery with:
6.1 British Cattle Movement Service animal “passports”
6.2 2 eligible ear tags
6.3 in the case of organic stock certification from a certifying body registered with UKROFS
6.4 in the case of Goods sold with certification marks – up to date accreditation documentation and
valid organic certification; and
6.5 paperwork confirming tag numbers, breed, sex, age.
7 Seller’s Warranty and Guarantee
7.1 The Seller warrants that the Goods will at the time of delivery correspond to the description
provided to the Buyer;
7.2 Goods are warranted to be “right and straight” and sold free from diseases and abnormalities;
7.3 Calves are warranted to be aged between 7 days and 5 weeks, still on milk and not weaned;
7.4 Reared calves are warranted to be aged between 3 & 5½ months, weaned and on dry feed;
7.5 Store cattle are warranted to be aged more than 6 months for the purposes of producing beef;
7.6 Breeding bulls are warranted to be fertile;
7.7 Steers are warranted to be properly castrated;
7.8 Heifers are warranted to be clean and not “in calf” and will be provided pregnancy diagnosed or
flushed along with appropriate veterinary documentation (unless otherwise agreed in writing);
7.9 Breeding stock (heifers) are warranted to not be “freemartins”;
7.10 Breeding stock (cows and heifers) if described as “not in calf” are warranted to be not in calf and
will be provided pregnancy diagnosed along with appropriate veterinary documentation (unless
otherwise agreed in writing);
7.11 Dairy cows and heifers are warranted to be not in calf/in calf as described by the Seller. No
warranty is given regarding production of milk;
7.12 Springers are warranted to be in calf and will be supplied with a calving “due date” and will calve a
fully developed calf within 21 days of the due date.
7.13 All cows and heifers that are stated to have been served not less than ten weeks before the date of sale,
or to have been running with a bull between dates (the later of which is not less than ten weeks before the
sale) will be guaranteed by the vendor to be in calf either to date or one of the dates of service if one of
more is stated, or to a service between stated running dates and to the bull stated unless alteration is
stated at the time of sale. Should any animal prove to be not in calf, any claim under this guarantee must
be made in writing within 7 weeks of the date of sale. Should any animal which is declared to be in calf
prove not to be in calf to the date or one of the dates of service or to some date within the running period
or periods or to the bull stared as above any claim must similarly be made immediately any evidence in
support of such claim is available and, in any case not later than 28 days after the date on which the
animal was due to calve according to the details of the sale.
7.14 Goods sold as castrated are warranted to have not been imperfectly castrated;
7.15 Goods are warranted to be properly ear tagged.
7.16 Goods are warranted (unless otherwise stated) to have received no veterinary or medical
treatment during the period of 14 days prior to the date of delivery.
7.17 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
7.18 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..
7.19 Subject to clause 7.18, the Seller’s total liability to the Buyer shall not exceed the Price of the Goods.
7.20 Subject to clause 7.18, the following types of loss are wholly excluded:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
7.21 In the event of any breach of the Contract by the Seller the remedies of the Buyer shall be limited to
7.22 This clause 7 shall survive termination of the Contract.
8 Delivery of Goods
8.1 Delivery of the Goods shall be made to the Buyer’s address or any other address nominated by the
Buyer on the Delivery Date.
8.2 The Goods may be delivered in advance of the Delivery Date upon the giving of reasonable notice
to the Buyer.
8.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Neither
the Seller or OLMC shall be liable for any delay in delivery of the Goods that is caused by a Force Majeure
Event or the Buyer’s failure to provide the Seller and/or OLMC with adequate delivery instructions or any
other instructions that are relevant to the supply of the Goods.
8.4 If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the
Buyer in obtaining replacement goods of similar description and quality in the cheapest market available,
less the price of the Goods. Neither the Seller or OLMC shall have any liability for any failure to deliver the
Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer’s failure to provide
the Seller and/or OLMC with adequate delivery instructions or any other instructions that are relevant to the
supply of the Goods.
8.5 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver
the Goods (or any of them) promptly or at all.
8.6 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them)
promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that
delivery shall be tendered at any time within 14 days of the Delivery Date.
9 Acceptance of the Goods
9.1 The Buyer shall be deemed to have accepted the Goods immediately upon delivery.
9.2 After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with
the Contract save as expressly provided in condition 12.
9.3 No Goods delivered to the Buyer which are in accordance with the contract will be accepted for
return without the prior written approval of the Seller on terms to be determined at the absolute
discretion of the Seller.
9.4 If the Seller agrees to accept such Goods for return the Buyer shall be liable to pay a handling
9.5 Goods returned without the prior written approval of the Seller may at the Seller’s absolute
discretion be returned to the Buyer or stored at the Buyer’s cost without prejudice to any rights or
remedies the Seller may have.
10 Title and Risk
10.1 Title shall pass on payment for the Goods.
10.2 Risk shall pass on delivery of the Goods.
11 Retention of Title
11.1 Title in the Goods shall not pass to the Buyer until such time as the Buyer has paid all monies due
to the Seller under this or any other sales order.
11.2 Until ownership of the Goods passes to the Buyer in accordance with clause 11.1:
11.2.1 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller;
11.2.2 the Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its
possession and shall not tamper or remove the ear tags attached thereto;
11.2.3 the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall
not be mixed with other money or paid into any overdrawn bank account and shall at all material times be
identified as the Seller’s money;
11.2.4 the Buyer shall be entitled to recover the Price (plus anything due under clause 4.3)
notwithstanding that ownership has not passed to the Buyer;
11.2.5 the Buyer shall upon request deliver the Goods back to the Seller and the Seller and/or OLMC
may enter upon any premises owned or controlled by the Buyer and repossess the Goods;
11.2.6 the Buyer shall not pledge or otherwise charge by way of security any of the Goods;
11.2.7 the Buyer shall insure and keep insured the Goods to the full price against “all risks” and shall
produce a copy of the policy to the Seller and/or OLMC immediately upon request.
12 Remedies of Buyer
12.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect
of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which
conform to the Contract (save as otherwise provided in these Conditions).
12.2 Neither the Seller or OLMC shall be liable to the Buyer for late delivery or short delivery of the Goods
12.3 The breach of any warranty in these Conditions shall (in addition to the remedies detailed in sub-clauses
12.3.2 give the Buyer the following rights:-
12.3.1 to refuse to take delivery of or to return the Goods (or part thereof) to the Seller (at the Seller’s
expense) and be refunded the purchase Price plus the cost of keep which shall be fixed at £1.00 per
animal per day.
12.3.2 the Buyer may, in addition and without prejudice to, its rights under clause12.3.1 exercise the
following rights (within any time limits specified therein and provided that the Buyer has provided such
veterinary certificate or other evidence as the Seller and/or OLMC may in its absolute discretion require) in
respect of the breach of any warranty contained in conditions:
7.2, 7.3, 7.4, 7.5 (right and straight, calves, reared calves, store cattle) The Buyer may retain the Goods and
claim a Refund (time limit : 7 days)
7.7 and 7.14 (steers – castrated) The Buyer may retain the Goods and claim a refund limited to the cost of
having the relevant Goods castrated. (time limit: 14 days)
7.8, 7.9 (heifers not “in calf”, breeding stock-heifers) The Buyer may retain the Goods and claim a Refund
(time limit :3 months)
7.10, 7.11 (breeding stock – cows and heifers, dairy cows) The Buyer may retain the Goods and claim a
Refund (time limit :2 months)
7.12 (springers) The Buyer may retain the Goods and claim a Refund (time limit: 21 days of the warranted
7.13 (in calf) The Buyer may retain the Goods and claim a Refund. (time limit: within 7 days of calving)
7.15 (ear tagged) The Buyer may retain the Goods and claim compensation for cost of tagging or reading
& listing the tags. (time limit: 7 days)
12.3.3 In the event that the Buyer exercises its right under sub-clause 12.3.2 to claim a refund of part of the Price
paid for the Goods, the parties will attempt to agree in good faith the value of such reasonable refund
within 7 days of agreement that a warranty claim has arisen. In the event that the parties cannot agree the
value of such refund within 7 days then the provisions of sub-clause 12.3.1 shall automatically apply.
12.4 Where a Buyer cannot return any Goods due to bovine TB movement restrictions or other health or
Statutory restrictions the Seller will refund to the Buyer [#] per cent of the purchase price of the Goods in
full and final settlement of the Buyer’s claim.
13 Proper Law of Contract
This contract is subject to the law of England and Wales and the parties submit to the non-exclusive
jurisdiction of the English courts.
Revised January t 2022
Conditions of Purchase
“AGREEMENT” means the agreement to appoint the Agent pursuant to these Conditions
“APPROVED CONTRACTORS” means the independent contractors engaged by the Agent to
assist in the performance of the Agent’s obligations hereunder, as may be notified to the Principal from
time to time.
“BUSINESS” means the promotion and sale of the Goods by the Agent for the Principal and all matters
related to such promotion and sale.
“COMMISSION” means, in relation to any of the Goods, the percentage of the Net Sales Value specified
overleaf which is payable to the Agent in respect of every contract for the sale of the Goods.
“CONDITIONS” means the terms and conditions set out in this document and any special terms and
conditions agreed in writing by the parties.
“CONFIDENTIAL INFORMATION” means any information which is disclosed to the Agent by the Principal
pursuant to or in connection with this Agreement (whether orally or in writing and whether or not such
information is expressly stated to be confidential or marked as such) or shall otherwise come into the hands
of the Agent in relation to the Principal or the Goods other than information which is already in the public
“FORCE MAJEURE” means any circumstances beyond the reasonable control of either party, including but
not limited to any form of industrial action, an act of God, an act of governmental or regulatory bodies,
default or interference caused by others, war or national emergency, epidemic or pandemic.
“NET SALES VALUE” means, in relation to any of the Goods, the price actually charged to the customer less
any Value Added Tax or other sales tax imposed which are included in the price.
“PRICE” means the price payable by the customer for the Goods.
“GOODS” means the Goods produced by the Principal to be marketed and sold as described overleaf as
the same may from time to time be amended by agreement between the parties (and such other Goods
produced by or for the Principal as shall from time to time be notified in writing by the Principal to the
1.2 Any reference in this Agreement to writing includes email or fax .
1.3 Any reference in this Agreement to any provision of a statute or statutory instrument shall be construed as a
reference to that provision as amended re-enacted or extended at the relevant time.
1.4 The headings in this Agreement are for convenience only and shall not affect its interpretation.
2.1 The Principal hereby appoints the Agent as its exclusive agent for the sale of the Goods and the Agent
accepts such appointment, subject to these Conditions.
2.2 The Principal shall not, during the continuance of this Agreement, appoint any other person, firm or
company as the Principal’s agent or distributor or franchisee for the sale of the Goods.
2.3 The Principal shall be entitled to make sales of the Goods direct to customers (in response to unsolicited
orders but not otherwise) but, in such event, the sale shall be treated for the purposes of calculating the
Commission on the aggregate of the Net Sales Value of the Goods as if the Agent had made such sale.
3 General Duties
3.1 The Agent shall:
3.1.1 act at all times towards the Principal in good faith and not to let its own personal interest conflict with the
duties owed to the Principal pursuant to these Conditions or under the general law; 3.1.2use its reasonable
endeavours to promote and market the Goods and shall be entitled without prior reference to the
Principal to negotiate, conclude and execute contracts for the sale of the Goods in the name and on
behalf of the Principal; 3.1.3 at all times work diligently to protect and promote the interest of the Principal
to market the Goods and act in accordance with sound commercial principles;3.1.4i) comply with all
reasonable and lawful instructions from the Principal concerning the sale and promotion of the Goods but
shall otherwise be entitled to carry on the Business in such manner as it thinks best to promote the interest of
the Principal; 3.1.5ii) comply with all applicable laws and regulations concerning the conduct of the
Business together with the requirements of any governmental or regulatory authority applicable to the
Business and shall keep the Principal informed of all such laws, regulations and requirements as they shall
from time to time be amended; 3.1.6 be responsible (subject to condition 6.1.9 below) for obtaining all
licences, permits and consents which are necessary or advisable for the conduct of the Business; 3.1.7 not
engage in any conduct which in the reasonable opinion of the Principal is prejudicial to the Principal’s
business or the sale or promotion of the Goods; 3.1.8 not institute legal proceedings in the name of the
Principal or as agent for the Principal without the consent in writing of the Principal unless the Agent
reasonably believes that immediate steps must be taken to protect the interests of the Principal and the
consent of the Principal cannot be obtained in time.
3.2 The Agent shall:
3.2.1 without limitation to its general duties and without limiting its discretion to take whatever steps it deems
appropriate to promote the Goods: (i) make such personal visits to existing and potential customers of the
Principal as are necessary to promote and sell the Goods; (ii) advertise and distribute publicity material
concerning the Goods, subject however to the specific prior approval in writing in all cases by the Principal
of the form and extent of such advertising and publicity material; (iii) attend relevant trade exhibitions or
other sales outlets as are necessary to promote and sell the Goods; (iv) employ or engage such number of
suitably qualified sales personnel as shall reasonably be required by the Principal; (v) engage Approved
Contractors to assist the Agent in the performance of its duties. Such costs to be met by the customer
purchasing the Goods; and iii) maintain a list of customers and potential customers for the Goods and shall,
on the request of the Principal but subject always to its obligations under the Data Protection Act 2018,
from time to time supply the Principal with a copy of such list.4). General Conduct of the Business
4.1 The Agent shall:
i) promptly inform the Principal of any complaint or after sales enquiry concerning the Goods which are
received by it; ii) keep the Goods in secure storage premises, and maintain adequate insurance for the
Goods while in the Agent’s possession and do nothing which might vitiate such policy of insurance; iii) not
pledge the Principal’s credit in any way whatsoever; iv) not hold itself out as having the authority of the
Principal for any purpose other than negotiating, concluding and executing contracts for the sale of the
Goods and the marketing and promotion of the Goods; v) in all dealings concerning the Goods, describe
itself as the Sales/Marketing Agent for the Principal; and vi) bear all costs and expenses incurred by it in
performing its obligations hereunder except in respect of expenses incurred at the specific request of the
Principal or as otherwise provided by these Conditions.
5 Sale of the Goods
5.1 The Agent shall sell the Goods on the terms and conditions from time to time agreed between the Agent
and the Principal for the sale of such Goods, (the “Terms and Conditions of Sale”) a copy of which has
been supplied to the Principal.
5.2 The Agent shall, in the course of dealing with the customers for the Goods bring to their notice the Terms
and Conditions of Sale as being currently in force for the sale of the Goods.
5.3 The Agent shall not unless authorised in writing by the Principal make or give any promises, warranties,
guarantees or representations concerning the Goods other than those contained in the Terms and
Conditions of Sale .
5.4 The Agent shall make sales of the Goods at the Price subject to such discounts and other deductions as the
Principal may allow and shall deliver the Goods with reasonable despatch to the customer in accordance
with the terms of delivery agreed between the Agent and the customer.
6 Rights and Duties of the Principal
6.1 The Principal shall:
6.1.1 act at all times towards the Agent in good faith;
6.1.2 inform the Agent from time to time of the volume of Goods which it has available for immediate sale as
well as the minimum Price for which it is willing to sell such Goods;
6.1.3 at its own expense, promptly supply the Agent with such British Cattle Movement Service animal
“passports”, eligible ear tags, (in the case of organic stock) certification from a certifying body registered
with UKROFS, (in the case of Goods sold with certification marks) up to date accreditation documentation
and valid organic certification; and paperwork confirming tag numbers, breed, sex, age, price lists, and
other information that the Agent may from time to time reasonably require for the purposes of the
promotion and sale of the Goods;
6.1.4 honour any contracts for the sale of the Goods entered into by the Agent pursuant to these Conditions;
6.1.5 promptly and efficiently deal with any after sales enquiry relating to the Goods raised by a customer;
6.1.6 at the request of the Agent, supply to the Agent the name and address of any customer to which the
Principal has sold any of the Goods pursuant to condition 2.3;
6.1.7 comply with all applicable laws and regulations concerning the nature and supply of the Goods;
6.1.8 be responsible for renewing any certification required so that the Goods may be lawfully moved from the
6.1.9 subject to compliance by the Agent with its obligations pursuant to these Conditions, indemnify and keep
indemnified the Agent against all loss, damage and liability whatsoever which the Agent may incur,
including without limiting the generality of such indemnity the costs and expenses which the Agent may
reasonably incur in defending any proceedings, by reason only of its liability arising from the following
matters: (i) any act, neglect or default of the Principal or its agents, employees, distributors or licensees; (ii)
any claim by any third party in respect of any other matter arising from the Agent being held out as the
Agent of the Principal; provided that such liability has not been incurred through an act, neglect or default
of the Agent.
6.1.10 maintain at its own cost adequate insurance cover against its potential liability to indemnify the Agent
pursuant to paragraph 6.1.9 above. 6.1.11 inform the Agent within a reasonable period of its acceptance
or refusal of any commercial transaction negotiated or concluded by the Agent and of any non-execution
by it of any commercial transactions the Agent has procured for it.
6.2 In the event that the Principal fails to execute an order from a customer for reasons within its control so
that the customer does not pay the Price then the Agent shall be entitled to payment of Commission in
accordance with the terms of this Agreement upon such date but for the default of the Principal the
customer would have paid the Price pursuant to such order.
7.1 The Goods and any other goods delivered by the Principal to the Agent or its Approved Contractors shall
remain the sole and absolute property of the Principal as legal and beneficial owner until such time as a
contract for sale is concluded by the Agent with a customer (subject always to the right of retention
contained within the Terms and Conditions of Sale).
8 Financial Provisions
8.1 The Principal shall pay to the Agent the Commission for all Goods sold by the Principal :
8.1.1 as a result of the Agent’s actions; or
8.1.2 to a third party whom the Agent has previously acquired as a customer for transactions of the same kind;
8.1.3 where the transaction has been entered into with a customer pursuant to condition 2.3, provided always
that the Agent’s entitlement to Commission shall only arise when the Principal has received the Price from
the customer. When the Principal has agreed with the customer that the Price should be paid by
instalments then the Agent shall be entitled to Commission as soon as each instalment is received by the
Principal equal to the proportion which such instalment bears to the Price.
8.2 Within fourteen days of a sale of Goods by the Agent the Agent shall; i) send to the Principal a detailed
and accurate statement showing the aggregate Net Sales Value of the Goods sold by the Agent and the
Commission to which the Agent is entitled in respect of that sale; ii) enclose with that statement an invoice
for the Commission and a remittance in pounds sterling of a sum equal to the aggregate Net Sales Value
less the Commission referred to in the statement;
8.3 the Principal shall submit a statement to the Agent showing the aggregate Net Sales Value of the Goods
sold by it pursuant to condition 2.3 and upon receipt from the Agent of an invoice for the Commission then
due shall send to the Agent a remittance in pounds sterling of a sum equal to that invoice.
8.4 If either party defaults in the payment of any sum due to the other pursuant to condition 8.2 in respect of
any payment which becomes due pursuant to these Conditions such sum shall bear interest from the date
due until payment is made to the other party at 8% above the Bank of England base rate as prescribed
under the Late Payment of Commercial Debts Regulations 2002 and the Late Payment of Commercial
Debts (Interest) Act 1998.8.5The Agent shall render invoices for all sales of the Goods on such terms for
payment as the Principal and Agent shall from time to time agree and collect the proceeds of sale of the
Goods expeditiously and keep them in a separate bank account and account to the Principal for such
proceeds in accordance with condition 8.2.1.
8.5 Each party shall keep detailed and accurate records and accounts of all sales of the Goods and shall
permit the servants or agents of the other party to inspect all such records and accounts and to take
copies of such documents at all reasonable times during office hours.
8.6 Unless otherwise specifically provided by these Conditions each party shall make all payments due to the
other party without any deduction. If either party is required to make such a deduction it shall do all things
in its power which may be reasonably necessary to enable or assist the other party to claim exemption
under any double taxation or similar agreement and shall from time to time give to the other party proper
evidence as to the deduction and payment over of the tax or sums deducted.
8.7 All sums payable pursuant to these Conditions are exclusive of any Value Added Tax or any other
applicable sales tax which shall be added to the sum in question or otherwise included in any relevant
calculation, and where any withholding tax or similar deduction is required to be made, the sum in
question shall be paid net of that deduction.
8.9 The Principal acknowledges that the customer shall be responsible for the payment (in addition to the Price
paid by it for the Goods) of additional contractor’s charges (the “Additional Charges”) which may be
incurred (whether by an Approved Contractor or by the Agent) in arranging for (inter alia) haulage and
delivery of the Goods (the “Additional Services”), and that the statement delivered by the Agent pursuant
to condition 8.2 shall not itemise such Additional Charges. The Principal further acknowledges that the
Agent may retain an element of profit in respect of such Additional Services and hereby unconditionally
and irrevocably waives any right to request the Agent to provide any information in respect of the same or
to account to it for any element of the same.
9.1 Save as provided in condition 9.2, the Agent shall not at any time, whether during its appointment or
thereafter divulge or permit to be divulged the Confidential Information to any person or use the
Confidential Information for any purpose other than the performance of its obligations pursuant to this
9.2 Confidential Information may be divulged by the Agent: i) to customers or potential customers of the
Goods to the extent that it is reasonably necessary for the purposes of the Business provided that the Agent
shall use its reasonable endeavours to ensure that the recipient of the Confidential Information keeps the
same confidential; ii) with the prior written consent of the Principal; iii) if lawfully requested to do so by any
governmental authority court or regulatory body; iv) to the extent that such Confidential Information,
through no fault of the Agent, comes into the public domain save that this shall not excuse any disclosure
of any other Confidential Information other than in accordance with these Conditions.
10 Force Majeure
10.1 If either party is affected by Force Majeure it shall forthwith notify the other party of the nature and extent
of the same.
10.2 In the event of Force Majeure notified in accordance with condition 10.1 making the performance of
either party’s obligations hereunder impossible or performance by the party affected by it becomes so
onerous that there is no longer any benefit to that party in fulfilling its obligations hereunder, then the
Agent’s appointment shall, on notification pursuant to condition 10.1 forthwith determine.
10.3 In the event of the Force Majeure notified in accordance with condition 10.1 not being of the nature
specified in condition 10 but is of such a nature as to put one party to the Agreement in default of its
obligations pursuant to these Conditions, that party shall not be deemed to be in breach of contract and
the parties shall use their best endeavours to fulfil their obligations to each other as timeously as possible.
11 Duration and Termination
11.1 Either party shall be entitled forthwith to terminate this Agreement by notice in writing to the other if: 11.1.1i)
the other party commits a breach of any of these Conditions which is not capable of remedy;
11.1.2 the other party commits a breach of any of these Conditions which is capable of remedy but fails to
remedy the breach within 30 days after receipt by notice in writing by the party not in breach giving full
particulars of the breach and requiring it to be remedied;
11.1.3 if either party (being a company) goes into liquidation either compulsory or voluntary (save for the purpose
of reconstruction or amalgamation only) or if a receiver is appointed in respect of the whole or any part of
its assets or either party makes an assignment for the benefit of or compositions with its creditors generally
or threatens to do any of these things;
11.1.4 if anything analogous to the provisions of condition 11.1.3 under the law of any jurisdiction occurs in relation
to the other party; ii) if either party ceases or threatens to cease to carry on business.
11.2 For the purposes of condition 11.1.2 a breach shall be capable of remedy if the party in breach can
comply with the provision of which he is in breach in all respects other than time of performance unless
time of performance has been made of the essence of the contract.
11.3 Termination of the Agreement pursuant to condition 11.2 shall be without prejudice to any other right or
remedy of the party not in breach.
12 Consequences of Termination
12.1 Post termination Commission.
The Principal shall pay Commission in respect of the sale of Goods completed after termination of this
Agreement howsoever caused: i) where the completion of the sale of the Goods in question was mainly
attributable to the endeavours of the Agent during the term of its appointment as sales agent and the sale
of the said Goods took place within 3 months after the termination of this Agreement; ii) where the order
for the Goods in question was placed by the customer and reached the Principal before the termination of
this Agreement and the Agent would have been entitled to Commission had the same been concluded
during the term of its appointment.
12.2 The Agent shall not be entitled to Commission after termination in any other circumstances.
13 Termination Accounting
13.1 Not less than 14 days after the receipt of notice terminating this Agreement, the Agent shall i) submit to the
Principal a detailed and accurate statement showing the aggregate Net Sales Value of the Goods sold by
it since the last statement delivered pursuant to condition 8.2.1 hereof ii) enclose with that statement an
invoice for Commission due for the period since the last statement, a remittance in pounds sterling of a sum
equal to the aggregate Net Sales Value less the Commission due and the costs of complying with its
obligations (so far as they are known) pursuant to condition 14 inclusive.
13.2 The Principal shall: i) submit to the Agent a detailed and accurate statement showing the aggregate Net
Sales Value of the Goods sold since the last statement delivered pursuant to condition 8.2.3; ii) forthwith
upon receipt from the Agent of an invoice in that respect shall send to the Agent a remittance equal to
the full amount of that invoice.
14 General Provisions on Termination
14.1 On termination the Agent shall:
14.1.1 at the cost of the Principal, unless termination is pursuant to the Agent’s breach when the Agent shall bear
the cost, within 30 days deliver to the Principal or to its order all stocks of the Goods, other than any for
which it has accepted orders from customers before the date of termination.
14.1.2 Forthwith cease carrying on the Business and not to hold itself out as having any authority whatsoever from
14.1.3 The Principal shall indemnify the Agent in respect of all costs incurred by the Agent in complying with its
obligations pursuant to conditions 14.1.1 and 14.1.2 unless termination was due to the Agent’s breach.
15 General Nature of this Agreement
15.1 Neither the Principal nor the Agent may sub-contract or assign its rights and obligations hereunder save as
15.2 The Agent may sub-contract its obligations to any of the Approved Contractors provided always that the
Agent shall remain liable for the Approved Contractor’s acts and omissions as though they were the
15.3 Nothing in this Agreement shall create or be deemed to create the following relationships between the
15.3.3 joint venture.
15.4 This Agreement contains the entire agreement between the parties with respect to the Business and
supersedes all previous agreements and understandings between the parties with respect to the Business
and may not be modified except by an agreement in writing signed by the duly authorised representatives
of the parties.
15.5 Each party acknowledges, that in entering into this Agreement, it does not do so on the basis of, and does
not rely on, any representation, warranty, or other provision except as expressly provided in these
Conditions, and all conditions, warranties or other terms implied by statute or common law are hereby
excluded to the fullest extent permitted by law.
15.6 If any provision of this Agreement is held by any court or other competent authority to be void or
unenforceable either in whole or in part, this Agreement shall continue to be valid as to the other provisions
and the remainder of the affected provision.
15.7 All rights granted to either of the parties shall be cumulative and no exercise by either of the parties of any
right granted pursuant to these Conditions shall restrict or prejudice the exercise of any other right granted
pursuant to these Conditions or otherwise available to it.
15.8 No term shall survive expiry or termination of this Agreement unless expressly provided.
15.9 Failure by either party to enforce at any time for any period any one or more of these Conditions shall not
be a waiver of them or of the right at any time subsequently to enforce all Conditions.
16 Limitation of Liability
16.1 Subject to clause 16.2, the following types of loss are wholly excluded:.(a )loss of profits; (b) loss of sales or
Business ;(c) loss of agreements or contracts ;(d) loss of anticipated savings; (e) loss of use or corruption of
software, data or information ;(f) loss of or damage to goodwill; and (g) indirect or consequential loss.
16.2 Nothing in these Conditions limits any liability which cannot legally be limited, including liability for:(a)
death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation
17 Arbitration and Proper Law
17.1 This Agreement shall be deemed to have been made in England and shall be governed by English Law in
every particular and the parties shall submit to the non-exclusive jurisdiction of the English courts.
17.2 Any dispute arising out of or in connection with this Agreement shall be referred to the arbitration of a
single Arbitrator appointed by agreement between the parties or, in default of agreement, nominated on
the application of either party by the President for the time being of Liverpool Law Society.
18 Notice and Service
18.1 Any notice or other information required by or authorised by this Agreement to be given by either party to
the other may be given by hand or sent by first class prepaid post, facsimile transmission to the other party
at the address referred to overleaf or any address given for each of them in replacement of such address
pursuant to condition 18.5.
18.2 Any notice or other information given by post pursuant to condition 18.1 which is not returned to the sender
as undelivered shall be deemed to be given on the 2nd day after the envelope containing the same was
so posted; and, proof that the envelope containing any such notice or information was properly
addressed, prepaid, registered and posted, and that it has not been so returned to the sender, shall be
sufficient evidence that such notice or information has been duly given.
18.3 Any notice or other information sent by facsimile transmission shall be deemed to have been duly sent on
the date of transmission, provided that a confirming copy sent by first class prepaid post to the other party
at the address referred to overleaf or any address given for each of them in replacement of such address
pursuant to condition 18.5 has not been returned to the sender.
18.4 Each of the parties shall give notice to the other of any change of address of its principal place of business
or registered office or telephone number as soon as possible after such change but, in any event,
no later than 48 hours after such change.