Terms and Conditions

Steiner Hops Limited (Company registration no: 01166845)

Terms and Conditions of Sale of Hops

Definitions

  1. In these Conditions the term:
    1. “Seller” shall mean the person, firm or company named as such on the face hereof;
    2. “Buyer” shall mean the person, firm or company named as such on the face hereof;
    3. “Business Day” shall mean a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business
    4. “Collection Date” shall mean the date by which the Buyer must collect or accept delivery of the Hops, as detailed on the face hereof;
    5. “Conditions” shall mean the terms and conditions set out in this document as amended from time to time in accordance with clause 14;
    6. “Contract” shall mean the contract between the Supplier and the Buyer for the sale and purchase of the Hops in accordance with these Conditions
    7. “Contract Price” shall mean the unit price of the Hops stated on the face hereof;
    8. “Contract Weight” shall mean the weight of the Hops stated on the face hereof;
    9. “Delivery Advice” shall mean notice that the Hops are ready for collection, served by the Seller on the Buyer pursuant to clause 4(ii) hereof.
    10. “Hops” shall mean the hops described on the face hereof and to be sold under this Contract;
    11. “Order” shall mean the Buyer’s order for the Hops, as set out in the Buyer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be”
    12. “Specification” shall mean any specification for the Hops that is agreed in writing by the Buyer and the Seller
    13. “Storage and Interest Date”: shall mean the date specified on the date hereof from which the Seller may charge the storage costs and interest referred to in clause 4(iv) hereof.
  2. Contract
    1. These conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    2. The Order constitutes an offer by the Buyer to purchase the Hops in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
    3. The Order shall be deemed accepted when the Seller issues a written acceptance of the Order, at which point the Contract shall come into existence.
    4. Any samples, drawings or advertising produced by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Hops referred to in them. They shall not form part of the Contract nor have any contractual force.
    5. A quotation for the Hops given by the Seller shall not constitute an offer. A quotation shall only be valid for the period set out therein (subject to reconfirmation at the time of the Order, any such reconfirmation at the sole discretion of the Seller).
  3. Price
    1. Save for clause 3(viii), the Contract Price shall not be subject to any variation except in accordance with any price adjustments specified on the face hereof and with the prior written consent of both the Seller and the Buyer.
    2. Unless otherwise agreed in writing by the Seller and the Buyer, the Contract Price shall be ex-warehouse and shall include the cost of the certification of the country of origin where applicable, and of secure and proper packaging.
    3. Any price alterations caused by Governmental imposition of a sales tax or its equivalent will be passed on to the Buyer after the same have taken effect.
    4. The Seller may invoice the Buyer for the Hops on or at any time after service of the Delivery Advice.
    5. The Buyer shall pay the invoice in full and in cleared funds within 30 days from the date of the invoice. Payment shall be made to the bank account nominated in writing by the Seller.  Time for payments is of the essence.
    6. If the Buyer fails to make payment due to the Seller under the Contract by the due date for payment, then the Buyer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.  The Buyer shall pay the interest together with the overdue amount.
    7. The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Buyer to the Seller.
    8. Where Hops are to be delivered by the Seller, if ocean or land freight rates or insurance rates (including war risk insurance) applicable to the Hops shipped for sale to the Buyer hereunder shall differ from those rates in effect at the date of this Contract, such difference shall be for the Buyer’s account and any increase in such rates shall be paid by the Buyer.
  4. Delivery
    1. Any delivery dates specified in the Seller’s quotation or elsewhere are business estimates only and the Seller will not be liable to the Buyer for any loss or damage sustained to the Buyer as a result of the Seller’s failure to comply therewith, unless the Seller and the Buyer have agreed that time of delivery should be of the essence in the contract.
    2. Unless otherwise expressly provided on the face hereof or in this Contract, the Seller will use its reasonable endeavours to make the leaf Hops in bales available to the Buyer ex-farm no later than 31st January and processed Hops available to the Buyer ex – warehouse no later than 1st May in the year following the harvest of the Hops, and shall notify the Buyer by means of a written notice (which may be sent by email) (“Delivery Advice”) when the Hops (or, in relation to any delivery by instalments, the relevant instalment of the Hops) are ready for collection and where they are to be collected.
    3. If any sum owing to the Seller by the Buyer in relation to Hops is not paid on its due date, the Seller may elect to withhold delivery of the Hops (and may store the same at its own premises or elsewhere) until such time as arrangements for payment or credit are made which are satisfactory to the Seller.
    4. If the Buyer has not collected or accepted delivery of the Hops by the Storage and Interest Date, the Seller shall store the Hops until delivery takes place (and may do so at its own premises or elsewhere), and charge the Buyer for all related costs and expenses (including insurance). The Seller shall charge interest at the rate specified on the face hereof until the Buyer has collected or accepted delivery of the Hops.
    5. The Buyer shall collect or accept delivery of the Hops by the Collection Date. If the Buyer fails to collect or accept delivery of the Hops by the Collection Date, then, except where such failure or delay is caused by a Force Majeure Event or the Seller’s failure to comply with its obligations under the Contract, delivery of the Hops shall be deemed to have been completed at 9.00am on the Collection Date.
    6. If ten Business Days after the Collection Date the Buyer has not taken or accepted delivery of the Hops, the Seller may resell or otherwise dispose of part of all of the Hops, and charge the Buyer for any shortfall below the price of the Hops. The Seller may continue to charge the storage and related costs and interest referred to at clause 4(iv) until any such disposal.
    7. The Seller may deliver the Hops by instalments, which may be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
  5. Contract Weight
    1. The Seller agrees to sell and the Buyer agrees to purchase the “Contract Weight”.
    2. The Seller’s invoice will be based on the net weight of Hops delivered or made available for delivery which will be equivalent to the Contract Weight (calculated pro-rata in respect of any delivery by instalment) subject to a tolerance to the nearest whole package to prevent splitting of packages.
    3. The Buyer shall pay the Contract Price in respect of the Hops delivered unless a claim for short weight in any individual package is made in writing to the Seller within 28 days from delivery.
  6. Alpha Acid Analysis
    1. Average alpha acid values will be determined by the analysis method specified on the face hereof at the Seller’s expense, and the results communicated to the Buyer.
  7. Title and Risk
    1. The risk in the Hops shall pass to the Buyer at the time when the Hops are delivered to or collected by the Buyer (or, if earlier, the Collection Date).
    2. Title to the Hops shall not pass to the Buyer until the earlier of:
      • the Seller receiving payment in full (in cash or cleared funds) for the Hops in respect of which payment has become due, in which case title to the Hops shall pass at the time of payment of all such sums; or
      • the Buyer resells the Hops, in which case title to the Hops shall pass to the Buyer at the time specified in clause 7(iv)(b).
    3. Until title to the Hops has passed to the Buyer, the Buyer shall:
      • store the Hops separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property;
      • not remove, deface or obscure any identifying mark or packaging on or relating to the Hops;
      • maintain the Hops in a satisfactory condition and keep them insured against all risks for their full price from the date of delivery or collection;
      • notify the Seller immediately if it becomes subject to any of the event listed in clause 9.1; and
      • give the Seller such information relating to the Hops as the Seller may require from time to time.
    4. Subject to clause 7(v), the Buyer may resell or use the Hops in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Hops.  However, if the Buyer resells the Hops before that time:
      • it does so as principal and not as the Seller’s agent;
      • title to the Hops shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs; and
      • the Buyer shall account to the Seller in respect of the proceeds of sale of the Hops to meet any payments owing to the Seller hereunder.
    5. If before title to the Hops passes to the Buyer the Buyer becomes subject to any of the events listed in clause 9.1, then, without limiting any other right or remedy the Seller may have:
      • the Buyer’s right to resell the Hops or use them in the ordinary course of business ceases immediately; and
      • the Seller may at any time:
        • require the Buyer to deliver up all the Hops in its possession that have not been resold, or irrevocably incorporated into another product; and
        • if the Buyer fails to do so promptly, enter into any premises of the Buyer or of any third party where the Hops are stored in order to recover them.
  8. Quality
    1. The Seller warrants that on delivery to or collection by the Buyer the Hops shall:
      • Conform in all material respects with their description and any application Specification;
      • be free from material defects;
      • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
      • be fit for any purpose held out by the Buyer; and
      • in respect of Hops grown in England, be graded in accordance with the accepted trade standards
    2. Subject to clause 8(i), if:
      • the Buyer gives notice in writing to the Seller within 10 Business Days of collection or delivery that some or all of the Hops do not comply with the warranty set out in clause 8(i);
      • the Seller is given the reasonable opportunity of examining such Hops; and
      • the Buyer (if asked to do so by the Seller) returns such Hops to the Seller’s place of business at the Buyer’s cost,

      the Seller shall, at its option, repair or replace the defective Hops, or refund the price of the defective Hops in full.

    3. The Seller shall not be liable for the Hops’ failure to comply with the warranty set out in clause 8(i) in any of the following events:
      • the Buyer makes any further use of such Hops after giving notice in accordance with clause 8(ii)(a);
      • the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Hops or (if there are none) good trade practice regarding the same;
      • the defect arises as a result of any drawing, design or Specification supplied by the Buyer;
      • the Buyer alters the Hops without the written consent of the Seller;
      • the defect arises as a result of fair wear or tear, wilful damage, negligence or abnormal storage or working conditions; or
      • the Hops differ from their description or the Specification as a result of changes made to ensure that they comply with applicable statutory or regulatory requirements.
    4. Except as provided for in this clause 8, the Seller shall have no liability to the Buyer in respect of the Hops’ failure to comply with the warranty set out in clause 8(i).
    5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
    6. These Conditions shall apply to any replacement Hops supplied by the Seller.
  9. Termination
    1. Without limiting its other rights or remedies, the Seller may terminate this Contract with immediate effect by giving notice to the Buyer if:
      • The Buyer commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within seven days of that party being notified in writing to do so;
      • The Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
      • the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      • the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    2. Without limiting its other rights or remedies, the Seller may suspend provision of the Hops under the Contract or any other contract between the Seller and the Buyer if the Buyer becomes subject to any of the events listed in clause 9(i), or the Seller reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.
    3. Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.
    4. On termination of the Contract for any reason the Buyer shall immediately pay to the Seller all of the Supplier’s outstanding unpaid invoices and interest and the Seller shall be entitled to render invoices immediately in respect of any Hops that have not been delivered or collected.
    5. Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of the breach of this Contract that existed at or before the date of termination.
    6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
  10. Limitation of liability
    1. Nothing in these Conditions shall limit or exclude the Seller’s liability for:
      • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied under section 12 of the Sale of Goods Act 1979; or
      • defective products under the Consumer Protection Act 1987; or
      • any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
    2. Subject to clause 10(i):
      • The Seller shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
      • the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Contract Price.
  11. Force majeure
    1. The Seller shall not be in breach of this Contract in the event of any delay in the performance of or any non-performance of any of its respective obligations hereunder (and shall not be liable for any loss or damage caused thereby) where the same is occasioned by any Force Majeure Event.
  12. Assignment and other dealings
    1. The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
    2. The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Seller.
  13. Entire agreement
    1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understanding between them, whether written or oral, relating to its subject matter.
    2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.  Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
  14. Variation
    1. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    2. Waiver
    3. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  15. Severance
    If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
  16. Notices.
    1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.
    2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 17(i); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by or email, one Business Day after transmission.
    3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
  17. Third party rights.
    No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
  18. Governing law.
    The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
  19. Jurisdiction.
    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.