General conditions of sale

  1. The provisions of the Order, these conditions of sale, the Framework Agreement, the Delivery Quote and the acceptance of the Delivery Quote shall make up the contract between us and the Buyer ("the Contract").
  2. These conditions of sale and the terms of the Framework Agreement entered into by SABMiller Sourcing Ltd, Promocean UK Ltd (part of Li & Fung (Europe) Holding Ltd) and Li & Fung (Europe) Holding Ltd apply to all Orders. If there is any conflict between these conditions of sale and the terms of the Framework Agreement, the latter shall prevail.
  3. All Orders made on this form shall not be binding on a Buyer until a Buyer confirms acceptance of the Delivery Quote (including the final price of the Order after Order Aggregation).
  4. Indicative prices shall be as stated in the E Catalogue. The actual price payable by a Buyer shall be determined in accordance with the agreed procedures set out in the Framework Agreement and shall not exceed the order prices notified to the Buyers by us following Order Aggregation. All prices shall be in Euros unless agreed otherwise between us and a Buyer. All prices shall be exclusive of value added tax and excise duties. Value added tax at the rate ruling at the invoice tax point date will be added to the price.
  5. Delivery shall be deemed to take place when the products are dispatched from our premises or (if carriage is undertaken by us) when the products arrive at the premises of the Buyer.
  6. Payment for products is due within 30 days from the date of receipt of invoice or receipt of the products, whichever is the later. If a Buyer fails to make any payment when due, we shall be entitled to charge interest on the overdue amount at a rate of 2% per annum above the sterling base rate from time to time of Barclays Bank plc which shall accrue from day to day from the due date until payment in full is received.
  7. If a Buyer notifies us that any invoice is disputed, it is agreed that payment will be delayed until agreement is reached. It is agreed that the SABMiller central project team shall help mediate between the two parties to resolve the dispute.
  8. Time and ownership of the products shall remain with us until we have received payment in full for all sums due and owning on any account by a Buyer.
  9. The Buyer shall not be deemed to have accepted any products until it has had a reasonable time to inspect them following delivery, or, in the case of a latent defect in the products, until a reasonable time after the latent defect has become apparent. In the event that the Buyer establishes that the products are not in accordance with the Contract or are so defective, the Buyer's remedy in respect of such non-accordance or defects should be to replacement or refund of the products, at the Buyer’s election.
  10. If either party is prevented or delayed by force majeure (as defined below) from performing any of its obligations under the Contract and promptly notifies the other party, in writing, specifying the matters constituting force majeure together with such evidence it can reasonably give and specifying the period for which it is estimated that the prevention or delay will continue, the affected party shall be relieved of liability to the other for failure to perform or for delay in performing such obligations (as the case may be), but shall nevertheless use its best endeavours to resume full performance thereof provided that if the force majeure continues for a period of two months or more following notification, the party not affected by the force majeure may terminate this Agreement by giving not less than 30 days' prior notice to the other party, but the notice of termination shall be of no effect if the party affected by the force majeure resumes full performance of its obligations before the expiry of the notice period. "Force majeure" means any circumstances beyond either party's control or beyond the control of their suppliers including, but not limited to: war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot or other act of civil disobedience, acts of the Buyer or a third party, failure or delay in transportation, acts of any Government or any agency or sub-division thereof, Government regulations, judicial actions, labour disputes, strikes, embargoes, illness, accident, fire, explosion, flood, tempest or other acts of God, delay in deliver to us or our suppliers or shortage of labour, fuel, raw materials or machinery or technical failure.
  11. This Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English Courts.