W L Duffield & Sons Ltd and Duffields (SW) Ltd Terms & Conditions

Terms and conditions

The customer’s attention is drawn in particular to the provisions of clause 10 which limit and exclude the Supplier’s liability for certain types of loss.

1. Interpretation
   • Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Brexit Trigger Event: a substantial adverse impact on the Supplier’s ability to perform its obligations under the Contract in accordance with its terms or the law caused by the suspension, termination or alteration of any treaty, arrangement or agreement between the United Kingdom and the European Union (whether in whole or in part); or a change in, or repeal or amendment of any retained EU law (within the meaning of section 6(7) of the European Union (Withdrawal) Act 2018; or as a result of the implementation, application, suspension, disapplication or waiver of the withdrawal agreement (within the meaning of section 39(1) of the European Union (Withdrawal Agreement) Act 2020 or any part of it.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 16.3.

Confirmed Delivery Date: has the meaning given in clause 6.1.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from the Supplier.

Customer Specification: any specification for of formulation of the Goods to which the Supplier agrees in writing to produce the Goods at the request of the Customer.

Delivery Date Confirmation: has the meaning given in clause 6.1.

Delivery Location: the place for delivery of the Goods as determined in accordance with clause 6.3 or, if the Order specifies that Goods are to be collected by the Customer, clause 6.4.

Estimated Delivery Date: the date on which the Supplier estimates it will deliver the Goods as specified in the Supplier’s written acceptance of the Order.

Force Majeure Event: an event, circumstance or cause beyond the Supplier’s reasonable control.

Goods: the goods (or any part of them) set out in the Order.

Insurance Year: successive periods of 12 months each commencing, in each case, on (and including) 1^st October each calendar year.

Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form or the Customer’s written acceptance of the Supplier’s quotation.

Price Change Notice: a written notice given in accordance with clause 9.4.

Shortage Notice: a written notice given under clause 5.1 and as more particularly described in clause 5.2.

Surcharge: has the meaning given in clause 9.3.

Supplier: W.L. Duffield & Sons Limited (registered in England and Wales with company number 00320320 whose registered office is at Babylon View, Pen Mill Trading Estate, Yeovil, Somerset, BA21 5HR or (Duffields (South West) Limited (registered in England and Wales with company number 02691453 whose registered office is at Babylon View, Pen Mill Trading Estate, Yeovil, Somerset, BA21 5HR).

• Interpretation:
  • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  • A reference to a party includes its personal representatives, successors and permitted assigns.
  • A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
  • Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  • A reference to delivery includes a reference to the Supplier making the Goods available for collection by the Customer if clause 6.4 applies (and the words deliver and delivery shall be construed accordingly).
  • A reference to writing or written includes email but excludes fax.

2. Basis of contract
   • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
   • The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
   • The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
   • The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
   • Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
   • A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for the period stated or, if no period is stated, for a period of 5 Business Days from its date of issue.
3. Goods

The Supplier reserves the right to amend the specification of or any instructions in connection with the Goods (including, without limitation, any Customer Specification) if required by any applicable statutory or regulatory requirement or if, in the reasonable opinion of the Supplier the Goods are or may be or become defective or unsafe (whether for animal consumption or otherwise) and the change is required to address such defect or safety issue, or in the event that an ingredient is not available and in any such event the Supplier shall use reasonable endeavours to notify the Customer before the Estimated Delivery Date.

4. Customer Specification
   • The provisions of this clause 2 to clause 4.5 (inclusive) apply only if and to the extent that the Goods are to be manufactured or supplied in accordance with a Customer Specification.
   • Unless specifically agreed by the Supplier in writing, the Supplier makes no warranties in relation to Goods manufactured or supplied to a Customer Specification, other than that the Goods shall be manufactured in accordance with the Customer Specification in all material respects. In particular, but without limitation, the Customer shall satisfy itself, and the Supplier makes no warranty, that any Goods manufactured or supplied to a Customer Specification shall:
     • be fit for animal consumption;
     • be fit for any specific purpose required by the Customer; or
     • satisfy any particular nutritional requirements (whether or not made known by the Customer),

and the Supplier shall not be liable for any loss or damage suffered or incurred by the Customer arising out of or in connection with the use of any Goods manufactured or supplier to a Customer Specification other than to the extent that such loss or damage is caused by any manufacturing defect or failure by the Supplier to comply with the Customer Specification.

• The Customer warrants to the Supplier that manufacture of Goods by the Supplier in accordance with a Customer Specification does not and will not infringe any third party’s intellectual property rights.
• The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including, without limitation, any direct, indirect or consequential losses, loss of profit, and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with the Supplier’s use of the Customer Specification and the manufacture of the Goods in accordance with the Customer Specification including, without limitation:
  • any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights; and
  • the manufacture, production, sale, or supply of defective or unsafe products.
• Clause 3 shall survive termination of the Contract (howsoever caused or arising).

5. Shortages of raw-materials
   • If after any Order has been accepted the Supplier is of the reasonable opinion that any raw material or ingredient used in the manufacture or production of the Goods is not or will not be available in time for the Goods to be manufactured and delivered on the Estimated Delivery Date then the Supplier may give a Shortage Notice to the Customer.
   • A Shortage Notice shall be in writing and shall specify:
     • the Goods affected (and any changes as a result to the specification of the Goods);
     • the ingredient or other raw-material which is not available;
     • whether or not it is possible to change the specification or ingredients of the Goods;
     • any changes which the Supplier proposes to make to the specification or the ingredients;
     • any affect or restriction such changes will have on the use to which the Goods may be put; and
     • the new Estimated Delivery Date.
   • Within four Business Days from the date of a Shortage Notice the Customer shall in writing either:
     • confirm that it accepts the changes proposed in the Shortage Notice; or
     • cancel its Order (but only insofar as the Goods specified in the Shortage Notice).
   • If the Customer fails to give notice in accordance with clause 3 then the Customer shall be deemed to have accepted the Supplier’s proposals as stated in the Shortage Notice with effect from the fourth Business Day after the date of the Shortage Notice.
   • If the Customer accepts or is deemed to have accepted the proposals stated in the Shortage Notice then the Contract shall be deemed to have been varied with effect from the date on which notice is given in accordance with clause 3(a) or the date of deemed acceptance in accordance with clause 5.4.
6. Delivery
   • The Supplier shall provide the Customer with written confirmation (Delivery Date Confirmation) of the date on which it shall deliver the Goods (Confirmed Delivery Date) not less than two Business Days before that Confirmed Delivery Date. Time shall not be of the essence in relation to a Confirmed Delivery Date.
   • The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
   • Unless the Order specifies that the Goods are to be collected by the Customer (in which case clause 4 applies), the Supplier shall deliver the Goods to the Customer, and the customer shall take delivery of the Goods, at the place specified in the Order on the Confirmed Delivery Date, and delivery is completed upon the unloading of the Goods at the Delivery Location.
   • If the Order specifies that the Goods are to be collected by the Customer then the Customer shall collect the Goods from such place as the Supplier specifies in writing in the Delivery Date Confirmation on the Confirmed Delivery Date, and delivery is completed upon the loading of the Goods at the Delivery Location.
   • The Estimated Delivery Date is approximate only, and the time of delivery is not of the essence. The Supplier shall give the Customer written notice of the Confirmed Delivery Date.
   • The Customer shall be responsible for and shall make all necessary arrangements to be able to accept delivery at the Delivery Location on the Confirmed Delivery Date. If Delivery is to be made in accordance with clause 1 (delivery by the Supplier) then the Customer shall ensure that it has adequate labour and other resources to unload the Goods and shall be responsible for compliance with all applicable laws and codes of practice.
   • The Supplier shall not be liable for any delay in or failure of delivery of the Goods that is caused by a Force Majeure Event; the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods; or the Customer’s failure to comply with its obligations in clause 6.
   • If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
   • If the Customer fails to take delivery of the Goods on the Confirmed Delivery Date (including, without limitation, if the Supplier is unable to deliver the goods because the Customer has failed to comply with its obligations under clause 6), then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
     • delivery of the Goods shall be deemed to have been completed at on the Confirmed Delivery Date;
     • risk in the Goods shall pass to the Customer; and
     • the Supplier shall store the Goods until delivery takes place or until disposal of the Goods in accordance with clause 10, and charge the Customer for all related costs and expenses (including insurance); and
     • the Supplier may (but shall not be obliged to) reattempt delivery to the Delivery Location at the Customer’s sole expense by giving written notice of not less than two Business Day’s duration to the Customer.
   • If three Business Days after the Confirmed Delivery Date the Customer has not taken or accepted actual delivery of the Goods, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
   • If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
   • The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
7. Quality
   • Subject to clause 2 and clause 7.2, the Supplier warrants that on delivery the Goods shall:
     • conform in all material respects with their description and any applicable Customer Specification;
     • subject to clause 2, be free from material defects in design, manufacture, material and workmanship; and
     • subject to clause 2, be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
   • The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 1 if:
     • the Customer makes any further use of such Goods after giving notice of any non-compliance with the warranties in clause 1;
     • the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or good trade practice regarding the same;
     • the defect arises as a result of the Supplier following a Customer Specification;
     • the Customer alters or repairs such Goods without the written consent of the Supplier;
     • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
     • the Goods differ from their description or any Customer Specification (if any) as a result of changes made:
       • to ensure they comply with applicable statutory or regulatory requirements; or
       • in accordance with clause 5.
     • Except as provided in this clause 7, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 1.
     • 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.
     • These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

8. Title and risk
   • The risk in the Goods shall pass to the Customer on completion of delivery.
   • Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods, in which case title to the Goods shall pass at the time of payment of all such sum
   • Until title to the Goods has passed to the Customer, the Customer shall:
     • hold the Goods as fiduciary for the Supplier and not as a mere bailee;
     • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
     • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
     • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
     • notify the Supplier immediately if it becomes subject to any of the events listed in clause 1(b) to clause 12.1(d); and
     • give the Supplier such information as the Supplier may reasonably require from time to time relating to:
       • the Goods; and
       • the ongoing financial position of the Customer.

9. Price and payment
   • The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.
   • The Supplier may, by giving written notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
     • any factor beyond the Supplier’s control whether or not as a result of a Brexit Trigger Event (including, without limitation, foreign exchange fluctuations, the introduction of or changes or increases in tariffs, the introduction of or increases in taxes and duties, and changes in the availability or cost of labour, materials, fuel, utilities, and other manufacturing or delivery costs);
     • any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Customer Specification; or
     • any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
   • Without limiting the Supplier’s rights under clause 2 but subject to clause 9.8, the Supplier may by giving written notice to the Customer at any time before delivery, require the Customer to pay a surcharge to take account of the Supplier’s reasonable estimate of any actual or likely increase in the cost of the Goods (or goods of that kind generally) due to any matter described in clause 9.2(a) (Surcharge). The Surcharge shall be payable in addition to the price payable for the Goods.
   • If the Supplier wishes to exercise any right under clause 2 or clause 9.3 then the Supplier shall give the Customer a Price Change Notice. A Price Change Notice shall be in writing and shall specify:
     • the Goods affected; and
     • the amount of any increase (under clause 2) or Surcharge (under clause 9.3) as the case may be.
   • Within four Business Days from the date of a Price Change Notice the Customer shall in writing either:
     • confirm that it accepts the changes proposed in the Price Change Notice; or
     • cancel its Order (but only insofar as the Goods specified in the Order).
   • If the Customer fails to give notice in accordance with clause 5 then the Customer shall be deemed to have accepted the Supplier’s proposals as stated in the Price Change Notice with effect from the fourth Business Day after the date of the Price Change Notice.
   • If the Customer accepts or is deemed to have accepted the proposals stated in the Price Change Notice then the Contract shall be deemed to have been varied with effect from the date on which notice is given in accordance with clause 5(a) or the date of deemed acceptance in accordance with clause 9.6.
   • If the amount of an increase in the cost of the Goods due to any matter described in clause 2(a) exceeds the amount of any applicable Surcharge then the Supplier may increase the price of the Goods by the amount by which the applicable increase in the cost of the Goods exceeds the amount of the Surcharge.
   • If the Supplier has exercised any right to invoice and require payment in respect of the price payable for any Goods before delivery then the Supplier may (whether before or after delivery of the Goods) raise an additional invoice in respect of the increased costs of the Goods or the Surcharge.
   • The price of the Goods:
     • excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate at the time of delivery, subject to the receipt of a valid VAT invoice; and
     • includes the costs and charges of insurance and transport of the Goods (unless clause 9(d) applies).
   • Subject to clause 12 and clause 12.2, the Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
   • The Supplier may, by giving written notice to the Customer prior to the acceptance of an Order and as a condition for acceptance of the Order, require the Customer to make payment of an invoice prior to delivery of the Goods in which case the Supplier may raise an invoice at any time prior to delivery of the Goods and the Supplier shall be under no obligation to deliver the Goods unless and until such invoice has been paid in full (or, if later, the Confirmed Delivery Date).
   • The Customer shall pay each invoice submitted by the Supplier:
     • within the time specified in writing in the Supplier’s written acceptance of the Order or, if no time is specified for payment, within 7 days of the date of the invoice; and
     • in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment by the Customer to the Supplier shall be of the essence of the Contract.

• If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 14 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
• All amounts due to the Supplier under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10. Limitation of liability
    • The restrictions on liability in this clause 10 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    • Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      • death or personal injury caused by negligence;
      • fraud or fraudulent misrepresentation;
      • breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
      • defective products under the Consumer Protection Act 1987.
    • Subject to clause 2, the Supplier’s total liability to the Customer for all breaches of contract and duty occurring in any Insurance Year under all Contracts shall not exceed £5,000,000.
    • Subject to clause 2, the following types of loss are wholly excluded:
      • loss of profits;
      • loss of sales or business;
      • loss of agreements or contracts;
      • loss of anticipated savings;
      • loss of or damage to goodwill; and
      • indirect or consequential loss.
    • This clause 10 shall survive termination of the Contract however caused or arising.
    • In the event that the Customer exercises its right to cancel an Order (or part thereof) under clause 5.3(b) or 9.5(b) then the Supplier shall have no further liability to the Customer in respect of that Order (or the relevant part thereof) other than to refund any amount paid by the Customer in advance in respect of that Order (or the relevant part thereof).
11. Information and guidance
    • The Customer shall ensure that it reads and understands all information, guidance and warnings which are given or issued by the manufacturer of the Goods (including, without limitation, information published on any website in connection with the Goods), published by any trade body or governmental or regulatory body (including, without limitation, all codes of practice applicable to the Goods or their proposed use by the Customer). The Supplier shall not be responsible for drawing to the Customer’s attention any such matter in connection with the Goods or the Customer’s proposed used of the Goods.
    • The Customer shall comply with all applicable laws in relation to the storage and use of the Goods and the Supplier shall not be responsible for drawing to the Customer’s attention any restrictions or requirements in connection with the Customer’s proposed use of the Goods.
12. Termination
    • Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
      • the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
      • the Customer 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 a solvent restructuring), obtaining a moratorium, 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      • the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      • the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
    • If the Customer becomes subject to any of the events listed in clause 1(b) to clause 12.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment then without limiting its other rights or remedies, the Supplier may by giving written notice to the Customer:
      • suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier; and/or
      • raise and submit an invoice in respect of the Goods prior to delivery of those Goods (to the extent that it has not already raised an invoice in respect of those Goods); and/or
      • declare that any unpaid invoices to be immediately due for payment; and/or
      • make delivery of the Goods conditional upon receipt by the Supplier in cleared funds of any amount outstanding from the Customer (whether or not due for payment).
    • Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
    • On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable by the Customer immediately on receipt.
    • Termination of the Contract, however arising, 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 any breach of the Contract which existed at or before the date of termination.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
13. Force majeure
    • The Supplier shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 30 days, the Customer may terminate the Contract by giving 30 days’ written notice to the Supplier.
    • The following shall, without limitation, be deemed to be Force Majeure Events:
      • acts of God, flood, drought, earthquake or other natural disaster;
      • an order issued by Defra or any other governmental or regulatory body preventing the movement of (i) any raw materials necessary for the production of the Goods or (ii) the Goods;
      • the availability or delay in delivery of raw-materials to the Supplier;
      • epidemic or pandemic;
      • disruption arising out of or in connection with Severe Acute Respiratory Coronavirus 2 (SARS-CoV-2) (howsoever caused or arising) or any restrictions or measures imposed or taken because of them;
      • terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
      • nuclear, chemical or biological contamination or sonic boom;
      • any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;
      • collapse of buildings, fire, explosion or accident;
      • illness or injury of our personnel or the personnel of any third party;
      • interruption, failure, or delay of any telephone, email, postal or other communications or delivery system; and
      • interruption or failure of utility service, including but not limited to power outages and blackouts.
    • For the avoidance of doubt, it shall not matter whether or not the Supplier is aware of the possibility of any Force Majeure Event occurring, if it or any disruption caused by it is beyond the Supplier’s reasonable control.
    • If the Supplier is subject to any Force Majeure Event which affects the availability or production of the Goods so that the Supplier is unable to fulfil all Orders of the Goods due for delivery before the Supplier anticipates having adequate stock then, without limiting the Supplier’s rights under clause 1, the Supplier may, by giving written notice to the Customer:
      • apportion any stocks or planned stocks of the Goods between the Customers who have placed Orders for the Goods in proportion to the quantity which the Order bears to the total outstanding orders placed for the Goods in question due for delivery before the Supplier anticipates having sufficient stock; and/or
      • delay delivery of the Goods (or any quantity of the Goods) until such time as the Supplier has adequate stocks of the Goods to fulfil all Orders for the Goods then due for delivery; and/or
      • if the Supplier anticipates not having adequate stocks to deliver the Goods within 30 days of the Estimated Delivery Date, cancel the Contract without further liability to the Customer.

14. Brexit

If a Brexit Trigger Event occurs then without prejudice to any of its other rights the Supplier may:

• give written notice to the Customer requiring the Customer to negotiate in good faith an amendment to the Contract to mitigate or alleviate the Brexit Trigger Event or its effects on the Supplier; and
• if no such amendment is made within 30 days of notice given under clause 14(a), terminate the Contract by giving written notice of not less than 14 day’s duration.

15. Notices
    • Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
      • delivered by hand or by pre-paid first-class post or other next working day delivery service:
        • to the Supplier at [L. Duffield & Sons Limited, Saxlingham Thorpe Mills, Norwich, NR15 1TY] or [Duffields (South West) Limited, Babylon View, Pen Mill Trading Estate, Yeovil, Somerset, BA21 5HR]; or
        • to the Customer at the address specified in the Order or (if none is specified) to its registered office (if a company) or principal place of business; or
      • sent by email to
        • the Supplier at: sales@duffields.co.uk or sales@duffieldssouthwest.co.uk; or
        • the Customer at the email address specified in the Order or (if none is specified) to any email address used in email correspondence between the Customer and Supplier.
      • A party may change its address for the service of notices by giving not less than 5 Business Day’s prior written notice specifying its new address. Such notice shall be given in accordance with this clause 15.
      • Any notice shall be deemed to have been received:
        • if delivered by hand, at the time the notice is left at the proper address;
        • 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; or
        • if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 3(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
      • This clause 15 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
      • A notice given under the Contract is not valid if sent by fax.

16. 16. General
        • Assignment and other dealings.
          • The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
          • The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, 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 Supplier.
        • Entire agreement.
          • The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
          • 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 the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
          • Unless otherwise agreed in writing by the Supplier, the Customer may not and hereby waives any right to rely on any advice given the Supplier or any of its officers, employees, workers or agents, and the Customer shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any such advice.
        • No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
        • 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.
        • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 16.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
        • Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
        • 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.
        • 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 the Contract or its subject matter or formation.

1. 17. Modern Slavery
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