Unilever Terms & Conditions Of Sale

All sales by Unilever UK Limited (‘ Unilever Food Solutions’) (except those made by Unilever’s Retail Business for which separate terms apply) are made on these Terms and Conditions only and no other warranties, conditions or representations are made by Unilever Food Solutions to any customer. Unilever Food Solutions reserves the right to alter these Terms and Conditions at any time. No alteration is valid unless contained in a letter signed on behalf of Unilever Food Solutions by an authorised signatory. Any defined terms are as defined in Unilever Food Solutions’ Terms of Trading Booklet. In the event of a conflict between these Terms and Conditions and the Terms of Trading booklet, the Terms of Trading booklet shall prevail.

Prices

Prices set out in the Unilever Food Solutions Price List are subject to change without notice. Goods will be invoiced at the price set out in the Unilever Food Solutions Price List on the date of order. Prices include delivery within the United Kingdom only.

Orders

Unilever Food Solutions minimum order quantity requirements are set out in the Unilever Food Solutions Terms of Trading booklet. Unilever Food Solutions does not operate a sale or return policy. Any order or portion thereof may be cancelled by Unilever Food Solutions should manufacture or delivery of the Goods be discontinued, hindered or prevented for any reason. Unilever Food Solutions does not automatically process follow-on orders where the original order cannot be satisfied. Unilever Food Solutions will not incur any liability where it cancels any order or portion thereof for any reason set out in this clause.

Delivery and returns

Delivery times are estimates only and Unilever Food Solutions will not be liable for later delivery. Goods may only be returned if the customer has been issued with a collection reference number by Unilever Food Solutions.

Damages

Unless notification of any damages or shortages is given to Unilever Food Solutions carrier on delivery, all Goods on the delivery note will be deemed to have been received and accepted by the customer and may not subsequently be rejected or claimed for by the customer. Any claim by a customer that Goods are defective in any other way must be notified to Unilever Food Solutions within 3 weeks from the delivery date.

Liability

Unilever Food Solutions liability for any claim, whether in contract, tort (including negligence) or otherwise, for any loss or damage arising out of or in connection with or resulting from the manufacture, sale, delivery, resale, replacement or use of any of the Goods will in no case exceed the price paid by the customer for the Goods which give rise to the claim. Unilever Food Solutions will be entitled to replace such Goods in settlement of its liability. Unilever Food Solutions will not be liable for any administration charges (for any reason), any indirect or consequential losses or loss of profit suffered by the customer as a result of any breach of Unilever or fault in the Goods. This Condition will not exclude or restrict Unilever Food Solutions liability for death or personal injury as a result of its negligence.

Vehicle turnaround and retendering

Unilever Food Solutions reserves the right to charge the customer demurrage at a rate of £30 per hour/part hour for any vehicle which is not discharged within 90 minutes of its arrival or of the agreed booking-in time, where one exists. Where a delivery is refused or withdrawn because of excessive delays through no fault of Unilever Food Solutions or its carrier, Unilever Food Solutions reserves the right to pass on any costs of re-tendering to the customer.

Product bar codes

Unilever Food Solutions will endeavour to observe the rules of GS1-UK for the printing of bar codes but will not be liable to the customer (whether for negligence or otherwise) for any loss, damage or expense attributable to the absence of or error in such bar code printing.

Pallet configuration

Pallet configurations are subject to change as required by Unilever Food Solutions.

Payment terms

Payment of Unilever Food Solutions invoices must be made by electronic payment into Unilever Food Solutions bank account in cleared funds (a) for monthly statement customers by the 14th of the month following the month in respect of which the statement is issued: (b) for weekly payment customers by the Friday of the fourth week following the calendar week (Sunday to Saturday) to which the invoices relate: or (c) for all other customers within 30 days of the date of invoice. Where credit notes are being used as part of a payment, the credit note number(s) must be quoted within the customer’s remittance advice.

Non-payment

If the customer fails to make any payment due to Unilever Food Solutions in accordance with these Terms and Conditions, Unilever Food Solutions will have the right to cancel or suspend any further delivery in respect of any order, in addition to and without prejudice to any other right or remedy available to it, including its rights under the Late Payment of Commercial Debts (Interest) Act 1998 (and associated legislation, as amended from time to time). Without prejudice to its other rights and remedies, Unilever Food Solutions may, without notice to the customer, set off any amounts it is due to pay to the customer against any overdue amounts owing to it by the customer.

Claims

You must submit all customer claims, queries and invoices (whether related to promotions, audits or other matters) with all relevant supporting data to Unilever Food Solutions within 1 year of the date of delivery of the goods to which the invoice, claim or query relates.

Value added tax

Prices are exclusive of VAT, which will be added to all invoices at the appropriate rate.

Ownership and risk

Until payment in full has been received, full legal and beneficial ownership of the Goods will remain with Unilever Food Solutions. Unilever Food Solutions will be entitled to recover payment for the Goods notwithstanding that ownership has not passed to the customer. Risk in the Goods will transfer to the customer on delivery. Delivery is deemed to take place when the customer’s representative signs the delivery docket accompanying the goods. Ownership and risk in returned Goods (which have been authorised by Unilever Food Solutions) will transfer to Unilever Food Solutions at the point at which they are received by Unilever Food Solutions. Until ownership in the Goods has passed to the customer the customer holds such Goods on a fiduciary basis as Unilever Food Solutions’ bailee and must store the Goods (at the customer’s cost) in good condition, separately and clearly identifiable as Unilever Food Solutions’ property and will insure them for their full replacement value. In the event of any loss or damage to the Goods the customer will hold the insurance proceeds in a fiduciary capacity for the benefit of Unilever Food Solutions.

Resale of goods

Until ownership of the Goods has transferred to the customer, the customer may resell the Goods in the normal course of its business and such sales will be deemed to be a sale of Unilever Food Solutions’ property on the customer’s own behalf (customer dealing as principal). Notwithstanding any purported contrary apportionment by the customer, all payments by the customer to Unilever Food Solutions shall be apportioned first to the Goods which have been resold by the customer and then to Goods which remain in the possession of or under the control of the customer.

Repossession of the goods

The customer grants Unilever Food Solutions and its agents and employees an irrevocable licence at any time to enter any premises or vehicles owned, occupied or controlled by the customer where Goods (for which ownership remains with Unilever Food Solutions ) are reasonably thought to be in order to inspect them or, in the following circumstances, recover them: (a) if the customer fails to make any payment due to Unilever Food Solutions within 14 days after it falls due under these Terms and Conditions: or (b) the customer suffers or allows any distress or execution, whether legal or equitable, to be levied on its property or obtained against it: or (c) the customer offers to make any arrangement with its creditors, or becomes insolvent (as defined in the Insolvency Act 1986 (‘the Act’)) or enters into any insolvency procedure under the Act or takes or has any steps taken against it to place it into any insolvency procedure under the Act or if a receiver or administrative receiver or manager is appointed over some or all of its business or assets. On repossession by Unilever Food Solutions any rights of the customer to sell, dispose or deal with the Goods shall immediately cease.

Force majeure

Unilever Food Solutions will not be liable to the customer for any loss or damage whatsoever caused by delay in the performance of, or non-performance of, any obligation of Unilever Food Solutions in relation to the Goods or any part thereof where such delay or non-performance is due to any cause beyond Unilever Food Solutions reasonable control including, without limitation, strikes or breakdown in machinery.

Warranties

All foodstuffs supplied hereunder are at the time of delivery guaranteed to conform in every respect with the requirements of the Food Safety Act 1990 (as amended).

Waiver

No delay in exercising or non-exercise by Unilever Food Solutions of any of its rights under or in connection with these Terms and Conditions will operate as a waiver or release of that right or any other right; any such waiver or release must be specifically and expressly granted in writing by a director of Unilever Food Solutions.

Applicable law and jurisdiction

These Terms and Conditions will be governed in every respect by the laws of England and will be subject to the exclusive jurisdiction of the English Courts.

Discounts

Additional discounts are available for logistics efficiency, electronic business, pay as billed and early payment. For full details of these additional discounts please refer to the Unilever Food Solutions Terms of Trading booklet, available from your Unilever Food Solutions representative.

GSCOP

If you are a Designated Retailer then GSCOP shall be incorporated into these Terms and Conditions of Sale in its entirety and in the event of any inconsistency between the terms of GSCOP and these Terms and Conditions, then these Terms and Conditions shall take precedence