Terms and conditions of sale - UK

1. INTERPRETATION

The definitions and rules of interpretation in clause 13 apply in these Conditions.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when Royal Greenland issues written acceptance of the Order, at which point the Contract shall come into existence. Royal Greenland is under no obligation to accept any Order, and any Order cancellations will only be accepted at Royal Greenland’s discretion.
2.3 Any samples, drawings, images, descriptive matter or advertising produced by Royal Greenland and any descriptions, photographs or illustrations contained in Royal Greenland'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.
2.4 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.
2.5 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.
2.6 A quotation given by Royal Greenland shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

3. GOODS

3.1 The Goods are described on Royal Greenland’s website and online catalogue.
3.2 Royal Greenland reserves the right to amend the Goods and vary them from any description if required by any applicable statutory or regulatory requirement, and Royal Greenland shall notify the Customer in any such event.

4. DELIVERY

4.1 Royal Greenland shall endeavour to ensure that each delivery of the Goods is accompanied by a delivery note that may, but is not obliged to, show the date of the Order, the contract number, the type and quantity of the Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 Royal Greenland shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Royal Greenland notifies the Customer that the Goods are ready.
4.3 If Royal Greenland is unable to deliver the Goods, or if the Customer has an account at the same Collection Point as Royal Greenland, then Royal Greenland may agree that the Customer can collect the Goods from the Collection Point nominated by Royal Greenland in writing. The Customer has 3 Business Days to collect the Goods from the Collection Point from the date on which Royal Greenland notifies the Customer that the Goods are ready.
4.4 Subject to clause 4.5, delivery is completed once the Goods arrive at the Delivery Location. The Customer shall be responsible for the unloading of the Goods at the Delivery Location and shall be responsible for the risk in the Goods at this point.
4.5 Where the Customer is collecting the Goods from the Collection Point, then delivery is completed at the point that Royal Greenland notifies the Customer either by email or via telephone that the Goods are ready for collection and the Customer shall be responsible for the Goods and the risk in the Goods at this point.
4.6 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Royal Greenland shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Royal Greenland with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 The Customer shall give notice to Royal Greenland of damage in transit, non-delivery or mis delivery within 24 hours of delivery or attempted delivery or the agreed delivery date (in the case of non-delivery). The Customer shall pay Royal Greenland for all redelivery and storage fees and costs.
4.8 If Royal Greenland 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. Royal Greenland shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Royal Greenland with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.9 If the Customer fails to accept delivery of the Goods at the time that delivery is attempted, then except where such failure or delay is caused by Royal Greenland's failure to comply with its obligations under the Contract in respect of the Goods:
- a. Delivery of the Goods shall be deemed to have been completed at the time delivery is attempted; and
- b. Royal Greenland shall store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).
4.10 If the Customer fails to collect the Goods from the Collection Point within three Business Days of Royal Greenland notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by Royal Greenland's failure to comply with its obligations under the Contract in respect of the Goods:
- a. Delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Royal Greenland notified the Customer that the Goods were ready; and
- b. Royal Greenland shall store the Goods until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).
4.11 If ten Business Days after the day on which Royal Greenland notified the Customer that the Goods were ready for delivery or available for collection from the Collection Point the Customer has not accepted actual delivery of them, Royal Greenland may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.
4.12 If Royal Greenland 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, Royal Greenland shall make a pro rata adjustment to the invoice for the Goods.
4.13 Royal Greenland may agree to deliver the Goods on a Call-Off basis and unless Royal Greenland requires that the Order is invoiced and paid for in full, each individual call-off of a proportion of the Goods subject to the Order shall constitute a separate contract and be invoiced and paid for separately by the Customer. Unless the parties have agreed an alternative time frame in writing, and without prejudice to clause 4.6 the Customer shall provide no less than 3 (three) Business Days’ notice of any dates on which it desires delivery of an individual call-off. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. The provisions of this clauses 4 apply to Goods purchased on a Call-Off basis.

5. QUALITY

5.1 Royal Greenland warrants that on delivery, the Goods shall:
- a. conform in all material respects with their description;
- b. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
- c. be fit for any purpose held out by Royal Greenland.
5.2 Subject to clause 5.3, if:
- a. the Customer gives notice in writing to Royal Greenland within 5 days of the date of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
- b. Royal Greenland is given a reasonable opportunity of examining such Goods; and
- c. the Customer (if asked to do so by Royal Greenland) returns such Goods to Royal Greenland's place of business at the Customer's cost,

Royal Greenland shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full.
5.3 Royal Greenland shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
- a. the Customer fails to keep the Goods frozen at a minimum temperature of -18C degrees;
- b. the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
- c. the defect arises because the Customer failed to follow Royal Greenland's oral or written instructions as to the storage, condition, use and maintenance of the Goods,
  any statutory requirements, or (if there are none) reasonable trade practice regarding the same;
- d. the defect arises as a result of Royal Greenland following any instruction, request or specification supplied by the Customer;
- e. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal, unhygienic, or nonstandard storage or working conditions; or
- f. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 4.1, Royal Greenland shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5 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.
5.6 These Conditions shall apply to any replacement Goods supplied by Royal Greenland.

6. PRODUCT RECALL

6.1 If the Customer becomes aware of or is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) it must immediately notify Royal Greenland in writing and attach a copy of the Recall Notice.
6.2 Unless required by law, the Customer may only undertake a recall or withdrawal of the Goods from the market with the written permission of Royal Greenland and in accordance with clause 6.3.
6.3 Royal Greenland may issue a notice to recall or withdraw the Goods from the market (Voluntary Recall Notice) if:
- a. the Goods are, or may be, unsafe, contaminated or unhygienic;
- b. the Goods are, may be, or may become illegal or non-compliant with any law, regulation or government agency or industry standard;
- c. a defect in the Goods may cause harm to Royal Greenland’s reputation or brand; or
- d. any other reasonable ground.

6.4 The Customer must:
- i. comply with any Recall Notice or Voluntary Recall Notice; and
- ii. give all such assistance as Royal Greenland reasonably requires in recalling or withdrawing the Goods from the market and comply with Royal Greenland’s instructions about the process of implementing that recall or withdrawal.

7. TITLE AND RISK

7.1 The risk in the Goods shall pass to the Customer on completion of delivery or deemed delivery in accordance with clause 4.5 or 4.9(a) as applicable.
7.2 Title to the Goods shall not pass to the Customer until the earlier of:
- a. Royal Greenland receives payment in full (in cash or cleared funds and including any interest that has arisen) for the Goods, and any other Goods that Royal Greenland has supplied to the Customer, in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment; and
- b. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer immediately prior to such resale.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
- a. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Royal Greenland's property;
- b. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- c. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
- d. notify Royal Greenland immediately if it becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d); and
- e. give Royal Greenland such information as Royal Greenland may reasonably require from time to time relating to:
  - i. the Goods;
  - ii. the precise location of the Goods; and
  - iii. the ongoing financial position of the Customer.
7.4 Subject to clause 7.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Royal Greenland receives payment for the Goods. However, if the Customer resells the Goods before that time:
- a. it does so as principal and not as Royal Greenland’s agent; and
- b. title to the Goods shall pass from Royal Greenland to the Customer immediately before the time at which resale by the Customer occurs.
7.5 At any time before title to the Goods passes to the Customer, Royal Greenland may:
- a. by notice in writing, terminate the Customer's right under clause 7.4 to resell the Goods or use them in the ordinary course of its business; and
- b. require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

8. PRICE AND PAYMENT

8.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price agreed by Royal Greenland with the Customer in writing.
8.2 Royal Greenland may, by giving 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:
- a. any factor beyond Royal Greenland's control (including foreign exchange fluctuations, increases in taxes and duties, any import or export costs or tariffs and any increases in labour, materials and other manufacturing costs);
- b. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
- c. any delay caused by any instructions of the Customer or failure of the Customer to give Royal Greenland adequate or accurate information or instructions.
8.3 The price of the Goods:
- a. excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Royal Greenland at the prevailing rate, subject to the receipt of a valid VAT invoice; and
- b. excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
8.4 Royal Greenland may invoice the Customer for the Goods on or at any time after the completion of delivery or deemed delivery in accordance with clause 4.5 or 4.9(a) as applicable. In relation to Customers paying on a proforma basis, Royal Greenland shall invoice the Customer before dispatch, and will not dispatch the Goods until Royal Greenland has received the total price in full and in cleared funds within its nominated bank account.
8.5 The Customer shall pay each invoice submitted by Royal Greenland:
- a. within 30 days of the date of the invoice; and
- b. in full and in cleared funds to a bank account nominated in writing by Royal Greenland,
  and
  time for payment shall be of the essence of the Contract.

8.6 If the Customer fails to make a payment due to Royal Greenland under the Contract by the due date, then, without limiting Royal Greenland's remedies under clause 10, 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 8.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%. The Customer shall indemnify Royal Greenland against all costs, fees, charges, expenses and costs (including debt recovery fees, legal and other professional fees and court costs) it suffers or incurs as a result of the late payment.
8.7 All amounts due 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).

9. LIMITATION OF LIABILITY

9.1 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
- a. death or personal injury caused by negligence;
- b. fraud or fraudulent misrepresentation;
- c. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
- d. defective products under the Consumer Protection Act 1987.
9.3 Subject to clause 9.2, Royal Greenland's total and aggregate liability to the Customer shall not exceed the amount of monies received in relation to that Order.
9.4 Subject to clause 9.2, Royal Greenland will have no liability for the following types of loss:
- a. loss of profits;
- b. loss of sales or business;
- c. loss of agreements or contracts;
- d. loss of anticipated savings;
- e. loss of use or corruption of software, data or information;
- f. loss of or damage to goodwill; and
- g. indirect or consequential loss.
9.5 This clause 9 shall survive termination of the Contract.

10. TERMINATION

10.1 Without limiting its other rights or remedies, Royal Greenland may terminate this Contract with immediate effect by giving written notice to the Customer if:
- a. 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;
- b. 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;
- c. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
- d. 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.
10.2 Without limiting its other rights or remedies, Royal Greenland may suspend provision of the Goods under the Contract or any other contract between the Customer and Royal Greenland if the Customer becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d), or Royal Greenland 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.
10.3 Without limiting its other rights or remedies, Royal Greenland 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.

10.4 On termination of the Contract for any reason the Customer shall immediately pay to Royal Greenland all of Royal Greenland's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Royal Greenland shall submit an invoice, which shall be payable by the Customer immediately on receipt.
10.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
10.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11. FORCE MAJEURE

11.1 Provided it has complied with clause 11.2, if Royal Greenland is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event they shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
11.2 Royal Greenland shall:
- a. as soon as reasonably practicable after the start of the Force Majeure Event, notify the Customer in writing of the Force Majeure Event, the date on which it started, its likely or potential duration (to the extent known), and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
- b. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
11.3 If the Force Majeure Event prevents, hinders or delays Royal Greenland’s performance of its obligations for a continuous period of more than 4 weeks then they may terminate the Contract by giving written notice to the Customer.

12. GENERAL

12.1 Assignment and other dealings
- a. Royal Greenland 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.
- b. 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 Royal Greenland.
12.2 Confidentiality
- a. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2(b).
- b. Each party may disclose the other party's confidential information:
  - i. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12.2; and
  - ii. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- c. Neither party shall use the other party's confidential
  information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
12.3 Entire agreement
- a. The Contract constitutes the entire agreement between the parties.
- b. Each party acknowledges that in entering into the Contract it does not rely on 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.
12.4 Variation
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.5 Waiver
- a. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
- b. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
12.6 Severance
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 12.6 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.
12.7 Notices
- a. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
  - i. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
  - ii. sent by email to the following addresses (or an address substituted in writing by the party to be served):
    
    Royal Greenland: rgukorders@royalgreenland.com.
    
    Customer: the email address provided in the Order.
- b. Any notice shall be deemed to have been received:
  - i. if delivered by hand, at the time the notice is left at the proper address;
  - ii. 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
  - iii. 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.
- c. This clause 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.
12.8 Third party rights

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.

12.9 Governing law and Jurisdiction.

Each party irrevocably agrees that this agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and that the courts of England and Wales shall have exclusive jurisdiction.

13. DEFINITIONS AND RULES OF INTERPRETATION

13.1. Definitions:

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

Business hours:
the period from 9.00 am to 5.00 pm GMT on any Business Day.

Call-off:
an Order placed by the Customer in respect of which Royal Greenland has agreed that the Goods thereunder shall be delivered by separate instalments or "call-offs" as and when required by the Customer.

Collection Point:
means a cold store used by Royal Greenland, at which it stores the Goods.

Conditions:
the terms and conditions set out in this document as amended from the time to time in accordance with clause 12.4

Contract:
the contract between Royal Greenland 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 Royal Greenland.

Delivery location:
has the meaning given in clause 4.2

Force Majeure Event:
means any circumstance not within a party's reasonable control including:
- c. acts of God, flood, extreme weather, drought, earthquake or other natural disaster;
- d. port/harbour closures;
- e. unanticipated shortages of specific Goods;
- f. epidemic or pandemic;
- g. 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;
- h. nuclear, chemical or biological contamination or sonic boom;
- i. any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;
- j. collapse of buildings, loss of shipping vessels, fire, explosion or accident;
- k. any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
- l. non-performance by suppliers or subcontractors; and
- m. interruption or failure of utility service.
Goods:
the goods (or any part of them) set out in the Order.

Order:
he Customer's order for the Goods, as set out in the Customer's purchase order form, or if placed by the Customer verbally, in Royal Greenland’s order confirmation issued to the Customer in writing.

Specification:
any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and Royal Greenland.

Royal Greenland:
means the Royal Greenland entity fulfilling the Order which shall be either (i) Royal Greenland Limited (registered in England and Wales with company number 02068099) with registered address Gateway House, Styal Road, Manchester, M22 5WY or (ii) Royal Greenland Seafood A/S (registered in Denmark with company number CVR 10977231) with registered address Hellebarden 7,Svenstrup-J, DK9230, Denmark and as confirmed and identified on the Customer’s trading application, subsequent order confirmation(s) and invoices.

13.2 Interpretation
- a. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- b. A reference to a party includes its personal representatives, successors and permitted assigns.
- c. 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.
- d. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
- e. A reference to writing or written excludes fax but not email.