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General Terms and Conditions of Sale



1. Application

The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller.

These Conditions 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 accepted, or any such order is made or purported to be made, by the Buyer and accepted by the Seller.

2. Definitions

In relation to the terms and conditions set out below (the "Conditions") the following words shall have the following meanings:

Buyer  - the person, firm, company or other entity with whom a Contract is entered into by the Seller through acceptance of a quotation or offer by the Seller for the sale of Goods or whose order for Goods is accepted by the Seller
Contract - means the contract for the purchase and sale of the Goods under
these conditions
Order - any purchase order for goods which is agreed by the Seller and the Buyer ('Orders shall be construed accordingly)
Quotation - any quotation from the Seller to a prospective Buyer in accordance with which the prospective Buyer offers to purchase goods from the Seller
Seller - Pall Mall Products Limited or such other company which is:
a) its holding company or subsidiary; or
b) the subsidiary of any such holding company; or
c) its associated company
as may enter into a Contract with the Buyer
Specifications - all specifications and descriptions of any goods supplied or to be supplied
Writing - means any communication effected by telex, facsimile transmission or any comparable means
Vessel - any suitable mode of transport.

3. Incoterms

In these Conditions "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires and is stated, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.

4. Basis of Contract

4.1. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and a Director of the Seller.
4.2. Sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. An order placed by the Buyer may not be withdrawn cancelled or altered prior to acceptance by the Seller.
A quotation made by the Seller does not constitute an offer unless specifically stated and the Seller reserves the right to withdraw or revise the same at any time prior to the Seller's acceptance of the Buyer's order. In any event any Order sent by the Buyer shall be accepted at the Seller's discretion and this must be in writing to constitute a contract for the sale of Goods.
4.3. No contract for the sale of Goods shall be binding on the Seller unless:
4.3.1. the Seller has issued a quotation which is specifically expressed to be an offer to sell the Goods; or
4.3.2. the Seller has accepted an order placed by the Buyer, by whichever is the earlier of: the Seller's written acceptance; delivery of the Goods; or the Seller's invoice.

4.4. Any typographical, clerical or other accidental errors or omissions in any sales 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.
4.5. Any contract that commits the Seller to a term that exceeds one year in duration requires the signature of a director of the Seller otherwise the contract shall not be binding on the Seller.
4.6. The Buyer is required to comply with any guidelines from the Seller in respect of warehousing, quality control, suitable transportation methods as notified to the Buyer. Failure to comply with the said guidelines will affect any claim against the Seller for liability in the event of damage due to the goods.

5. Orders and Specifications

5.1. It is the Buyer's duty to advise of special requirements. When placing the order the Buyer must advise the Seller in writing of any special, legal, administrative or regulatory requirements applying in the territory in which the Buyer is to import, use or sell the Goods as to composition labelling distributors or sale of the Goods and the Buyer must advise the Seller immediately of any change made in such requirements.
5.2. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by an authorised representative of the Seller.
5.3. The specification for the Goods shall be those set out in the Seller's price list and sales documentation unless varied expressly in the Buyer's order (if accepted by the Seller). The Goods will only be supplied in the minimum units (or multiples) stated in the Seller's price list or in multiples of the sales order as specified. Orders received for quantities other than these will be adjusted accordingly and accepted by the Buyer. Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Seller are intended as a guide only and the contents shall not be binding on the Seller.
5.4. The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance.

6. Prices

6.1. All prices on the PMP price list are ex works PMP, Birkenhead unless stated otherwise. Onward delivery to named destination in accordance with specified Incoterms may be arranged upon request and this will be charged separately unless stated otherwise.
6.2. The prices payable for the goods only shall be the prices agreed by the Seller and the Buyer, or in the absence of any agreement, shall be those set out in the Seller's price lists current at the time of Sellers acceptance of the Buyers order.
6.3. 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 (including, without limitation, any foreign exchange fluctuation, currency regulation or alteration of duties, any 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).
6.4. Prices are exclusive of any applicable value added tax, import duties or other local taxes which the Buyer shall be additionally liable to pay to the Seller should the Seller supply in accordance with Incoterms that require the Seller to be responsible for such costs before invoicing the Buyer accordingly.

7. Delivery

7.1. Any Delivery dates mentioned in any quotation or order or the Seller's written acknowledgment of order or any other document issued by the Seller are given in good faith by the Seller and are estimates only, but the Seller shall use every reasonable endeavour to meet them. However the Seller shall not be under any liability to the Buyer in respect of any failure to deliver on any such particular date or dates.
7.2. Delivery of the Goods shall take place and risk in the Goods will pass in accordance with Incoterms prevailing edition at time of contract. All charges in accordance with the specified Incoterms shall be paid by the Seller and duly invoiced to and paid by the Buyer. Unless otherwise agreed in writing by the Buyer and the Seller shipment of all Goods ordered and supplied FOB or FCA will be arranged by the Seller on behalf of the Buyer in accordance with Buyers instructions. Responsibility for insurance of Goods during transit rests with the Buyer. Where goods are ordered and supplied CPT, the Buyer is responsible for insurance from the time the goods are delivered by the Seller to the first carrier. Where goods are ordered and supplied ex works, Buyer is responsible for loading at Sellers premises unless agreed otherwise and if so, risk remains with the Buyer.

8. Buyer's Duty to Comply With Import Legislation and Regulations

8.1. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties.
8.2. The Seller shall endeavour to comply with the shipping instructions given by the Buyer with its order for the Goods but the Seller reserves the right to make part shipments and to ship by vessels of the Seller's choice from any port in the United Kingdom or elsewhere.
8.3. Where the Buyer is to provide a vessel for shipment the Seller shall not be responsible for any charges resulting from failure by the Buyer to give due notice of the vessel's time of arrival.
8.4. The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer. If the Seller delivers the Goods at any time after the Delivery Date the Seller shall have no liability in respect of such late delivery.
8.5. 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 one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
8.6. The Seller shall not be liable for any costs incurred for whatever reason after delivery of the Goods is deemed to have taken place. Where goods are sold inclusive of any or all of the freight, handling, port or insurance charges, any increases in, or in the rates for, such charges arising after the date of the Contract and before the Goods are delivered or arising through deviation to a new port or airport necessarily or at the Buyer's request or through any delay however caused shall be for the Buyer's account subject to the absolute discretion of the Seller.
8.7. Import Port surcharges and other incidental charges are not included in the freight rate and will be for the Buyer's account unless stated otherwise.
8.8. Import or customs duty or other official taxes or charges arising from or necessary to enable delivery of the Goods shall be for the Buyer's account unless stated otherwise.
8.9. If the Buyer refuses or fails to take delivery of goods tendered in accordance with the contract the Seller shall be entitled to immediate payment in full for the goods so tendered. The Seller shall be entitled to store at the risk of the Buyer any goods of which the Buyer refuses or fails to take delivery and the Buyer shall, in addition to the purchase price, pay on demand all costs of such storage and any additional costs incurred as a result of such refusal or failure. The Seller shall be entitled in the case of short life products immediately to dispose of the same in such manner as the Seller may determine and in the case of all other products the Seller shall be entitled after the expiration of one month from the date or refusal to take delivery to dispose of the goods in such manner as the Seller may determine.

9. Cancellation

Orders may only be cancelled by the Buyer on written notice and on payment to the Seller of cancellation charges which take into account expenses incurred. The Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation following the Buyer confirming order.

10. Passing of Property and Risk

10.1. Risk of damage to or loss of the Goods shall pass to the Buyer in accordance with the relevant provision of Incoterms.
10.2. Notwithstanding delivery and the passing of risk in the Goods in accordance with specified Incoterms, or any other provision of these Conditions, no property in the goods delivered shall pass from the Seller to the Buyer unless the Seller has received payments in full of all monies due to the Seller from the Buyer under the contract or any other contractual arrangements between the Seller and Buyer. Even though property has not passed the Seller shall be entitled to sue for the price of the goods once the payment has become due.
10.3. Until property in the goods passes to the Buyer in accordance with the foregoing, the Buyer shall hold the goods on a fiduciary basis as bailee of the Seller. The Buyer shall store the goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller's property.
10.4. The Seller reserves the right to repossess any goods including goods incorporated in other products in respect of which payment is overdue and thereafter to resell the same and for this purpose the Buyer hereby grants an irrevocable right and licence to the Seller's servants and agents to enter upon all or any of its premises or the premises of any third party on which the goods or other products are stored with or without vehicles during normal business hours. The right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights of the Seller thereunder or otherwise. Repossession of goods will only be acceptable were the goods are fit for sale, perishable goods past saleable date will be deemed to have no value.

11. Warranty and Liability

11.1. 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 at the instructions of the Buyer) the goods shall comply with all applicable UK statutory labelling requirements and all other extra dating and labelling requirements relating to the Buyers 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.
11.2. The Seller's only obligation in relation to defective goods shall be at 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. Any shortages and defects in goods are to be advised to the seller within 72 (seventy two) hours maximum from receipt at Buyers premises or related claims will be null and void.
11.3. The Seller's aggregate 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 or series of occurrences.
11.4. The Seller shall not be liable to the Buyer:

11.4.1. for defects in the goods caused by abnormal or unsuitable conditions of (including the manner in which the goods are stacked and moved within the warehouse or other storage facility) or use by, or any act neglect or default of, the Buyer or any third party;
11.4.2. for the unsuitability of the goods for mixing with other goods or substances unless the Buyer has made full disclosure of all material facts and in particular (but not limited to) standards, requirements, ingredients and specifications with which the goods should conform;
11.4.3. for any indirect or consequential loss or damage (whether for loss of profit, revenue, goodwill or any other economic loss including physical damage or otherwise), costs or expenses suffered by the Buyer, howsoever caused.
11.5. Nothing in these Conditions shall exclude or limit the Seller's liability for death or personal injury or for fraud or fraudulent misrepresentation.

12. Terms of Payment

12.1. Payment shall be made in full by the Buyer without any deduction or set off in accordance with the terms agreed in writing between the Seller and the Buyer.
12.2. The seller will accept no liability for Exchange rate movements and Payment is to be made in the currency invoiced without adjustment for currency conversion.
12.3. Any extension of credit to the Buyer may be changed or withdrawn at any time by the Seller.
12.4. Any default in payment shall entitle the Seller to immediately suspend any outstanding and future Orders and treat as cancelled.

13. Interference with Markings

The Buyer shall not alter, obscure, remove, conceal or otherwise interfere with any markings, or other identification, or source or origin placed by the Seller on the goods, or on their labelling or packaging.

14. Third Party Rights

If the Buyer uses or sells the goods in such manner as to infringe any rights of a third party the Seller shall not be responsible for such infringement nor for any alleged infringement arising from the Buyer's action in relation to the goods and the Buyer hereby agrees to indemnify the Seller for and against all liability arising therefrom. The Buyer shall not make any representations, warranties or guarantees with reference to goods supplied by the Seller except such as are consistent with these Conditions.

Neither the Seller nor Buyer intends that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

15. Confidentiality, Publications, Endorsements and Intellectual Property

The Buyer undertakes to the Seller that:

15.1. the Buyer will regard as confidential the Contract and all information obtained by the Buyer relating to the business and/or products of the Seller and will not use or disclose to any third party such information without the Seller's prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer's default;
15.2. the Buyer will not use or authorise or permit any other person to use any name, trade mark, house mark, emblem or symbol which the Seller is licensed to use or which is owned by the Seller upon any premises, notepaper, visiting cards, advertisements or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by the Seller and (where appropriate) its licensor;
15.3. the Buyer will use all reasonable endeavours to ensure compliance with this condition by its employees, servants and agents.

This Condition shall survive the termination of the Contract

16. Force Majeure

If the supply of goods by the Seller is prevented, hindered, delayed or rendered uneconomical by reason of circumstance or events beyond the Seller's reasonable control including 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, fire, flood, severe weather conditions, transport difficulties, or other circumstances affecting the supply of the goods by the Seller's agreed normal route or means of delivery, 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.

17. Insolvency and Default

If the Buyer shall become bankrupt or commits any act of bankruptcy or if the Buyer goes or is put into liquidation otherwise than by voluntary liquidation for the purpose only of an amalgamation or reconstruction or the Buyer is unable to pay its debts as they fall due or if the Buyer shall enter into any arrangement or composition with creditors or if a Receiver or Administrator of the Buyer's assets or undertakings or any part thereof is appointed or if the Buyer shall suffer any analogous proceedings under foreign law or if the Buyer commits any breach of this or any other contract between the Seller and the Buyer all sums outstanding in respect of the goods shall become payable immediately. The Seller may in its discretion and without prejudice to any of its other rights (i) suspend all future deliveries of goods to the Buyer and/or (ii) terminate the contract without liability on the Seller's part.

18. Assignment

This contract is between the Seller and the Buyer as principals. The Buyer may not assign the contract without the prior written consent of the Seller. The Seller may licence or sub-contract any part of its rights and obligations under the contract without the Buyer's consent.

19. Amended Terms and Conditions

The Seller is entitled to vary these Terms and Conditions without prior notice. The Buyer will
be notified in writing of any changes to the Terms and Conditions.

20. Waiver

Failure by the Seller to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

21. Severance
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 provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

22. Law and Arbitration
This contract shall be governed and construed in accordance with the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English and Welsh courts