Terms and Conditions of Sale


1.1 These Terms and Conditions apply to all Goods sold by any company ("Company") in the Wilson Foods Limited Group of Companies to the purchaser of such Goods ("'Purchaser").

1.2 If any provision of these Terms and Conditions is unenforceable, that provision will be deemed modified to the extent necessary to make it enforceable or, if modification is impracticable, the provision will be deemed deleted but without affecting the remainder of these Terms and Conditions.

1.3 These Terms and Conditions are paramount and take precedence over any terms which may be offered by the Purchaser, including on any order form of the Purchaser.

1.4 All Goods supplied by the Company to the Purchaser are supplied on these Terms and Conditions, unless the Company agrees in writing to a variation. Placement of an order for any Goods shall (notwithstanding any statement to the contrary) constitute acceptance of these Terms and Conditions.


2.1 Subject to clause 2.2, the prices of the Goods are as shown on the Company's quotation, confirmation of order, packing Note, despatch docket, invoice or other similar document.

2.2 All prices are subject to any variation in exchange rates, customs duties, taxes, freight, insurance rates and suppliers' selling prices which occur before delivery of the Goods and prices are subject to change without notice. All orders will be filled at prices prevailing at the date of delivery of the Goods and the Purchaser agrees to pay the prices charged.

2.3 Prices quoted exclude Goods and Services Tax (including Goods and Services Tax payable on any interest charged under clause 2.5 and any installation carried out under clause 4)

and any other tax imposed in relation to the Goods. All such taxes are payable by the Purchaser in addition to the price of the Goods.

2.4 Unless otherwise agreed by the Company all freight and despatch charges are the responsibility of the Purchaser.

2.5 Unless otherwise stated by the Company in writing, payment is due on the 20th of the month following delivery of the Goods. The Company may charge interest on any overdue amount

calculated on a daily basis from the due date until actual payment at 5% above the base rate charged by the Company's bankers on current overdraft facilities, such rate being calculated as at the 20th of each month. All costs incurred in the recovery of any overdue amount (including collection costs and solicitors' fees) may be the responsibility of the Purchaser.

2.6 The Purchaser shall pay all costs incurred by the Company (including costs on a solicitor/client basis and debt collectors' costs) incurred in the registration of a financing statement or a financing change statement, protection or preservation of its Security Interest or its registration, recovery or attempted recovery of outstanding moneys and the enforcement of these Terms and Conditions or the Security Interest contained in this agreement.


3.1 Orders cannot be modified or cancelled after acceptance except with the written consent of the Company.

3.2 The Company will use its best endeavours to fulfil any orders but may cancel any order relating to any Goods which in the opinion of the Company it is impractical or uneconomical to produce or supply.

3.3 The Company will use its best endeavours to make delivery at any time specified in an order (if a time is specified) but will not be responsible for any loss or damage sustained by the Purchaser or any

other person, by reason of any delay in delivery or any failure to fulfil an order or make delivery, howsoever caused.

3.4 Where the Purchaser does not take delivery of the Goods by the delivery date specified or such later date as the parties agree, the Purchaser shall pay reasonable storage costs until such time as the

Purchaser accepts the Goods, such cost to be determined by the Company, and the Company shall be entitled to invoice the Purchaser for such costs in accordance with clause 2. Delivery by the Company to a carrier shall be deemed to be delivery to the Purchaser.


Where the Company or the manufacturer undertakes to install any Goods, the Purchaser shall provide any service utilities required (e.g. electric power outlets, water outlets, drains, compressed airline,

etc.). If special handling equipment is required the Purchaser shall pay the cost or hiring or using such equipment and any associated charges. Installation will be made at the time of delivery or as soon

as practicable thereafter, and the Goods will be at the Purchaser's risk from the time of delivery. The Company's responsibility to install such Goods may cease if the Purchaser defers installation.


5.1 The risk in the Goods shall pass to the Purchaser immediately upon dispatch of the Goods by the Company (unless otherwise agreed) but ownership in them shall not pass to the Purchaser until the

Purchaser has paid for the Goods in full. The Company holds a Security Interest in all Goods supplied to the Purchaser for payment of those moneys. Until full payment has been made:

(a) The Goods will be held by the Purchaser as the Company's bailee and, if directed by the Company, will be stored so that it is clear that they are the property of the Company.

(b) The Company, its agents and employees may without notice enter any property occupied by the Purchaser to search for, disconnect and remove the Goods.

(c) If the Goods have been resold, the Purchaser shall account to the Company as the Company's agent for the proceeds of such resale and the Purchaser will hold the proceeds of the Goods on

trust for the Company, in a separate and identifiable account.

(d) The Company will not be liable to the Purchaser or any other person for the exercise of its rights under this clause.

(e) The Purchaser shall not sell, charge or part with possession of the Goods otherwise than for its full value in the ordinary course of business.

(f) The Purchaser shall not alter, obliterate or deface the Goods and shall not alter, obliterate, deface, cover up or remove any identity mark indicating that the Goods are the property of the Company.

(g) The Purchaser must store the Goods in such a manner that they are clearly identifiable as the property of the Company and will keep separate records in respect of the Goods.

5.2 At the request of the Company, the Purchaser will promptly make, do, execute and deliver (or cause to be made, done, executed and delivered) any documents, contracts, agreements or deeds that the

Company may require from time to time to give effect to these Terms and Conditions, including without limitation, doing all such things as the Company may require in order to ensure that the Security

Interest created under this agreement constitutes a perfected security interest over the Goods. including providing any information the Company requests to enable it to complete a financing statement or

financing change statement.

5.3 The Purchaser waives any right to receive a verification statement under the PPSA.

5.4 Nothing in sections 114(1 )(a), 117(1 )(c), 133 and 134 of the PPSA shall apply to these Terms and Conditions, and the rights of the Purchaser as debtor in sections 116, 119, 120(2), 121, 125-127, 129 and

131 of the PPSA shall not apply to this agreement.


6.1 The Company warrants that all Goods sold are free from defects in materials and workmanship at the date of despatch by the Company. However, because the Company does not have control over the

manner in which the Goods are used after purchase, this warranty does not apply to electronic tubes. components, illumination sources, items wholly or partly of glass, silica or ceramic material,

thermocouples, batteries or electrical elements, nor does it cover the repair of any fault or the replacement of any defective part resulting from negligence or malpractice by the Purchaser or his agents or


6.2 Where the Purchaser acquires or holds himself out as acquiring the Goods for the purposes of a business, the provisions of the Consumer Guarantees Act 1993 are expressly excluded,

6.3 So far as may be permitted by law:

(a) all representations or warranties not expressly set out in these Terms and Conditions are hereby excluded;

(b) the Company shall be under no liability whatsoever to the Purchaser in respect of any representations or warranties not expressly set out in these Terms and Conditions:

(c) insofar as the Purchaser may, notwithstanding the preceding paragraphs of this clause, have any claim for damages against the Company at law (it being the intention that no such damages be

recovered) the same shall not include damages for direct, indirect or consequential injury, loss or damage of any kind (including loss of profits) and shall in any event be limited to the purchase

price of the Goods or the actual loss or damage suffered, whichever is the lesser.

6.4 Where the Goods or any of them are subject to any express warranty given by the Company to remedy any defect by repairing or replacing the Goods with Goods of identical type, then the ultimate

consumer shall not be able to exercise its remedies set out in the CGA without first giving the Company a reasonable opportunity to remedy the defect by repair or replacement in accordance with its

express warranty. Goods returned under warranty must be returned free into the Company's store, all transportation charges, insurance, taxes, duties and charges being borne by the Purchaser.


7.1 If the Company misinterprets a Purchaser's order, the Purchaser may return the Goods for full replacement, provided the Goods are in good condition and the error is reported to the Company within 7

days after delivery of the Goods.

7.2 The Company will replace or give credit for defective Goods but only if the following procedure is followed:

(a) a written claim must be received by the Company within 7 days after delivery of the Goods;

(b) the claim must quote the Company's invoice or packing slip no. and must specifically identify the defect and, where possible, be accompanied by a sample of the defective Goods;

(c) on approval of the claim, the Company will issue a return authorisation which is to be attached to the Goods when returned. Under no circumstances will the Company pay for the cost of any

freight which has not been authorised by the Company.

Failure to observe this procedure will result in the Goods being returned to the Purchaser at its expense.


8.1 The Purchaser shall indemnify the Company against any liability for any direct. indirect or consequential injury, loss or damage arising out of any act or default or omission of, or any representation made

by the Purchaser, or an employee or agent of the Purchaser.

8.2 The Company shall not be liable for any delay in the production or delivery of the Goods or Services directly or indirectly caused by any act of God, fire. riot, war, act of terrorism, embargo, strike, labour

dispute, theft, delay in delivery by the Company, or any other occurrence beyond the reasonable control of the Company.


9.1 If an Event of Default occurs the Company may (without prejudice to any of its other rights) at any time thereafter:

(a) demand immediate payment of all or any part of any moneys owing (whether or not then due);

(b) suspend or terminate the Purchaser's trade account;

(c) withhold without notice deliveries of Goods ordered by the Purchaser;

(d) cancel these Terms and Conditions and seek damages; and/or

(e) enter upon the Purchaser's premises or any other place where the Goods are stored, take possession of and sell the Goods, even if the Company does not have priority over other persons having

a Security Interest in the Goods, and sections 108, 109 and 120 of the PPSA do not apply to the extent that they are inconsistent with this clause.


10.1 Where used in these Terms and Conditions the following meanings apply:

"CGA" means the Consumer Guarantees Act 1993 as amended from time to time;

"Consumer" has the meaning as set out in section 57 of the PPSA;

"Event of Default" means if the Purchaser:

a. fails to pay any sum due under these Terms and Conditions on the due date for payment; or

b. commits a breach of any provision of these Terms and Conditions; or

a. gives a notice under section 162 of the PPSA; or

b. becomes insolvent, commits an act of bankruptcy or (being a company) is placed into liquidation or receivership, enters into any arrangement or composition with its creditors, has any distress or

execution levied upon its Goods, or allows any judgment against it to remain unsatisfied for more than 24 hours; or

a. no longer carries on business or threatens to cease carrying on business; or

b. suffers a change of ownership or effective control or a material change in the nature of its business;

"Goods" means all personal property supplied by the Company to the Purchaser, and includes other related services, and Goods described in any order form, delivery docket or other document;

"PPSA" means the Personal Property Security Act 1999 as amended from time to time;

"Security Interest" has the meaning set out in section 17 of the PPSA