Food Lynx International Foodservice Limited · Suite 2, Innovation House, Wincombe Lane, Shaftesbury, Dorset, SP7 8FG, United Kingdom
1. Definitions and Interpretation
In these Conditions:
- Company or Foodlynx means Food Lynx International Foodservice Limited.
- Customer means the person, firm or company who buys goods or services from, or instructs, the Company.
- Supplier means any manufacturer, producer, cold store or other person who supplies goods to, or through, the Company.
- Goods means the products, in whatever form, to which the Contract relates.
- Services means any transport, storage, customs clearance, consolidation, handling or other service provided by the Company.
- Contract means any agreement between the Company and the Customer or Supplier, including any quotation, order, booking or purchase order, to which these Conditions apply.
- Perishable Goods means chilled, frozen or other temperature-sensitive or short-life Goods.
- Haulage Contractor means any third-party carrier engaged to carry the Goods.
- Writing includes email.
Headings are for convenience only and do not affect interpretation.
2. Application of These Conditions
2.1 These Conditions apply to every Contract and to all Services and sales by the Company. They override any terms put forward by the Customer or Supplier, whether in an order, an email or otherwise, unless the Company agrees to them in Writing.
2.2 The Customer or Supplier is taken to accept these Conditions by placing an order, making a booking, delivering Goods to the Company or its stores, or allowing the Services to begin.
2.3 Any variation of these Conditions is binding only if it is agreed in Writing by an authorised representative of the Company.
3. Quotations, Orders and Cancellation
3.1 A quotation is not an offer, and the Company may withdraw or change it before it accepts an order. Unless stated otherwise, a quotation is valid for 14 days.
3.2 Transport requests must be received by the Company no later than 48 hours before the requested collection, based on a five-day working week, and should be made through the Company’s website portal. Every request must include the order numbers or account details needed for the Goods to be released or booked in.
3.3 The Company may charge for pallet spaces or vehicles that were booked (verbally, by email or through the portal) and not used, if it is not told within 48 business hours before dispatch.
4. Prices, Surcharges and Payment
4.1 All quoted rates and prices are in pounds sterling (GBP) and exclude VAT, which is charged at the rate in force at the time of consignment collection, unless stated otherwise.
4.2 The Company may add surcharges (including fuel or diesel surcharges, pallet charges and extra handling charges) as stated on the quotation or invoice.
4.3 Invoices are issued on the day before dispatch. Goods transported for a third party are invoiced on the same basis.
4.4 Terms of payment are net monthly unless agreed otherwise in Writing. The Customer must pay in full without set-off, deduction or counterclaim, and claims may not be deducted from invoices issued by the Company.
4.5 If an account becomes overdue, the Company may use all legal options available to it, including claiming compensation, interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, and may withdraw credit facilities.
5. Title, Risk and Right to Sell Goods
5.1 Unless otherwise agreed in Writing (for example by an Incoterms® 2020 rule shown on the quotation or invoice), Goods are sold ex-works. Responsibility for the Goods passes to the Customer at the point of dispatch, not the point of receipt. Where the Customer collects the Goods, or uses a third-party transporter, the Company is not responsible for any claim relating to them.
5.2 Title to all Goods supplied by the Company stays with the Company until it has been paid in full, even though risk has passed.
5.3 The Company may sell any stock held in cold store to cover unpaid invoices. Any surplus is refunded to the Customer.
5.4 The Company has a general lien over all Goods and documents in its possession, or under its control, for any sums owed to it by the Customer.
6. Transport
Basis of carriage
6.1 All international carriage is undertaken subject to the Convention on the Contract for the International Carriage of Goods by Road (CMR). The Company will produce a printed CMR to accompany the Goods.
6.2 The Company’s service is a shared-user food distribution network. Deliveries are made when a full load, or a load the Company considers commercially viable, is ready to leave. The Company is not responsible for delays caused by a lack of pallets on a truck for a specific area.
Insurance
6.3 Insurance for the Goods in transit is provided by the Haulage Contractor. Claims over £100 should be directed to the Haulage Contractor.
Temperature
6.4 Standard temperature settings in transit are +3°C for chilled Goods and -25°C for frozen Goods. The normal temperature range of the Company’s vehicles and storage facilities can vary between 0°C and +5°C for chilled Goods, and -18°C or colder for frozen Goods.
6.5 The Company and its contractors do not separate different categories of consignment, other than by temperature.
Packing and palletising
6.6 All Goods must be palletised on good-quality, unbroken, 4-way entry UK or Euro pallets. Heat-treated pallets must be used for deliveries to Europe. All pallet types are treated as one-way and are not exchanged.
6.7 Pallets must not exceed 2.4m in height or 1,000kg in gross weight, and no part of a consignment may exceed the footprint of a standard pallet (1,200mm × 1,000mm).
6.8 All Goods must be fully covered or packed, and stacked and secured so that they remain stable in transit and in storage. Liquids must be fully contained in a way that prevents leakage.
6.9 Every consignment must be clearly marked or labelled with the receiving party’s name and full address. A consignment that cannot be identified is held until the correct destination is confirmed, and the Company is not liable for extra costs caused by the resulting delay. The Company may also charge for empty spaces on the truck.
6.10 The Company may charge for any extra packing, re-stacking, supply of heat-treated pallets and goods transfer that it considers necessary to make a consignment safe to transport or store. Any extra pallets used will result in a charge for the additional transport or storage space.
Restricted Goods
6.11 To protect food safety, certain food and all non-food items are carried only by prior written agreement. The Company may refuse to carry or store any Goods that could taint or contaminate other consignments. The Customer must not send dangerous, hazardous or prohibited Goods unless the Company has agreed to it in Writing beforehand.
Collection and delivery
6.12 Timed collections and deliveries are difficult to achieve in a multi-drop operation, and delays can have knock-on effects. The Company does not accept claims for late delivery or consequential loss.
6.13 If a delay of more than one hour occurs at a collection or delivery location, the vehicle may continue its journey so as not to delay other consignments. Re-presenting the consignment at the next available opportunity will incur an extra charge.
6.14 The Company may discuss booking arrangements directly with collection and delivery locations whenever it needs to.
6.15 A driver’s signature on collection acknowledges receipt of the consignment only. It is not evidence of the condition, nature, quantity, weight or temperature of the Goods.
6.16 Where the Customer or Supplier delivers Goods to a Company store through a third party, it must first contact the relevant depot to make the booking, and must obey local site rules at all times.
Unfit and rejected Goods
6.17 The Company does not offer disposal of unwanted Goods. Goods that the Company considers unfit to transport or store, or that are rejected at the delivery point through no fault of the Company, are returned to the Customer at the Customer’s cost. A request to dispose of Goods in these circumstances is also charged.
7. Storage
7.1 Storage is provided under the CCF Conditions 2019. Under these, the liability of Polarkold & Rayleigh Cold Storage is limited to £250 per tonne. Copies of the third party’s insurance and terms are available on request.
7.2 All Goods received by the Company or its stores must be labelled and accompanied by the right documentation, showing details of the Goods, the order number or account details, and the booking reference.
7.3 Stores can check the quantity of Goods by the pallet only, not by the box.
7.4 The Company does not insure the Goods in storage. The Customer is advised to arrange its own insurance, including any extra cover it needs.
8. Customs and Documentation
8.1 All customs clearance services are provided to AEO standards.
8.2 The Customer and the Supplier must give the Company complete, clear and accurate information for customs and sanitary clearance, including the information needed for Export Health Certificates. The Company is not liable for incorrect or late information and is exempt from all charges that result from it.
8.3 Unless otherwise agreed in Writing, the Customer is responsible for all duties, taxes, tariffs and charges imposed by customs or other authorities in the country of import or export.
9. Quality of Goods and Claims
9.1 The Manufacturer assures the quality of the Goods, and the Official Veterinary Surgeon certifies it at the point of dispatch or collection.
9.2 All Goods are manufactured under UK Environmental Health guidelines and are monitored by the Food Standards Agency. Manufacturers of meat and dairy products are registered as approved establishments under Regulation (EC) No 853/2004 and must follow UK law. The Company is not liable for public health issues, howsoever caused, and is exempt from claims arising from them.
9.3 Manufacturers are liable for any Goods found to be out of specification. The Company will reclaim from the Manufacturer any cost it bears as a result.
9.4 Goods may be checked for temperature by the UK Vet using non-destructive means. The Company and its contractors do not check the nature, quality, temperature or substance of the Goods themselves, unless the consignment is visibly damaged.
9.5 Claims for quality, damage or shortage must be sent to the Company in Writing within seven days of delivery or collection. Claims made later are void. Claims are not normally accepted for consignments received unchecked.
9.6 For any other claim, the Company has no liability unless it receives written notice within 10 days of the date the Customer became aware of the event giving rise to the claim, or would have become aware of it with reasonable diligence (the Date). A detailed claim must then be sent in Writing within 21 days of the Date, giving enough information to allow the Company to investigate, including the weight, value and date of delivery into store.
10. Liability
10.1 The Company is liable for loss or damage only where it is caused by the Company’s negligence, its breach of the Contract or of other duties imposed by law, or its wilful misconduct or fraud.
10.2 The Company is not liable for any damage or loss arising from reasonably unanticipated delay, including where the delay causes Perishable Goods to become commercially unsaleable, or to be destroyed or rejected because they are in an unacceptable condition.
10.3 The Company is not liable for indirect, incidental, special or consequential loss or damage, loss of profit, revenue, goodwill or anticipated savings, or any fine imposed on the Customer, the Owner or anyone else, howsoever caused and whether or not the Company knew or should have known that such loss might arise.
10.4 Subject to the rest of this clause, and unless a higher limit is agreed in Writing, the Company’s total liability to the Customer, the Owner or any other person with an interest in the Goods, arising out of or in connection with the Services or the Goods (whether in contract, tort including negligence, bailment, restitution, equity, statute or otherwise), is limited to the lower of:
(a) the value of the Goods, or the part of them that is lost or damaged; and
(b) £250 per tonne of gross weight of the part of the Goods to which the claim relates.
This applies to every kind of loss, including theft, destruction, damage, contamination, deterioration, delay, non-delivery, mis-delivery, unauthorised delivery, failure to follow instructions, incorrect advice or information, and loss or corruption of data.
10.5 The Company does not insure the Goods. The Customer is responsible for insuring them.
10.6 Nothing in these Conditions limits or excludes liability for death or personal injury caused by the Company’s negligence, or for fraud.
10.7 Except where a person in the United Kingdom deals as a consumer within the meaning of the Consumer Rights Act 2015, all warranties, conditions and other terms implied by law are excluded, other than those expressly stated in these Conditions.
11. Supplier Terms
11.1 If a Supplier or transporter fails to deliver, the Company may arrange an alternative courier at the Supplier’s or transporter’s cost.
11.2 Delivery dates. All purchases must be delivered on time, on the delivery date shown on the purchase order, unless the Supplier notifies the Company and the change of delivery date is agreed in Writing. If a delivery is not made on the correct day, the Supplier is in breach of Contract and the Company may cancel the delivery at any time.
11.3 If a Supplier does not provide trace information and this leaves empty spaces on the outgoing truck, the Supplier is charged for the empty spaces, up to £300 per space.
11.4 It is the Supplier’s responsibility to give the Company clear and accurate information for customs and sanitary clearance, and to make sure Goods are loaded at the correct temperature to meet EU Public Health Regulations, as declared on the Export Health Certificate. The Company has no liability for incorrect information or temperatures, and is exempt from all resulting charges.
11.5 Temperature checks. If the UK Vet finds temperature-controlled Goods warmer than -18°C (frozen) or +5°C (chilled), the Company may hold the dispatching truck at the Supplier’s or cold store’s cost while the Goods are brought down to temperature. Re-handling (RHD), storage, re-freezing, vet fees and demurrage will be charged.
11.6 If the UK Vet finds frozen Goods warmer than -12°C or chilled Goods warmer than +5°C, the Goods are automatically rejected at the Supplier’s cost.
11.7 If the EU Vet finds Goods warmer than -18°C, the Goods may be returned to the UK at the Supplier’s or cold store’s cost. If a destruction notice is issued, the production site is responsible for the cost of destruction, the customs fine and all out-of-pocket expenses, including (but not limited to) vet, transport and certification costs.
11.8 Demurrage. Where inaccurate information from a Supplier, or a temperature higher than EU regulations allow, causes a truck to be held at customs or at a sanitary check, the Supplier whose Goods caused the delay is charged after three hours at £50 per hour, or £500 per day if that is lower. Where several clients cause the delay, the demurrage is divided between them by the number of pallets on the truck.
11.9 Charges relating to (but not limited to) late delivery, incorrect information for Export Health Certificates, temperature issues, product quality, analytical testing requests, or demurrage resulting from any of these, are charged to the Supplier and fall due before the Supplier’s own account is paid. The Company may withhold Supplier payments until such charges are paid. Contras are strictly forbidden unless the Company gives express permission in Writing.
11.10 The Company may cancel any purchase order, or delay the delivery date of any order, on written demand within 24 hours of delivery. A sales contract is valid and fulfilled only on delivery of the Goods.
12. Right of Recourse and Insurance
12.1 If any Goods supplied are found to be defective, contaminated, non-compliant or otherwise unsuitable for sale or consumption, the Company has a full right of recourse against the Supplier.
12.2 The Supplier must reimburse and indemnify the Company for all direct losses arising from those Goods, including (but not limited to):
- the cost of replacement products;
- disposal costs;
- transportation costs;
- customer refunds;
- retail chargebacks;
- demurrage;
- regulatory penalties resulting directly from the Supplier’s breach;
- reasonable legal costs; and
- damages awarded to third parties where the Supplier’s defective products caused them.
12.3 Product recall. The Supplier must cooperate fully in any recall and bear all costs attributable to defects or non-compliance that originate from the Supplier.
12.4 Insurance. Suppliers must maintain product liability insurance of at least £5,000,000 per occurrence and provide evidence of cover on request.
13. Confidentiality and Non-Circumvention
13.1 In this clause, the Disclosing Party is the Company, and the Receiving Party is the Customer or Supplier, as the case may be. Confidential Information means all information with commercial value in the Company’s business, including:
- Product and sales strategy: the types, descriptions, categories, specifications, brands or names of the products the Company distributes, sources or sells, and the commercial pairings of specific products with specific buyers.
- Customer and market details: names, contact details, order histories, tailored pricing agreements, delivery locations and other data about the Company’s customers, clients or target buyers, including what products are sold and to whom.
- Stock inventory data: the volume, type, value, batch details or location of stock held by or for the Company in any cold store or warehouse.
- Financial data: balances, statements, invoices, payment terms, credit limits and account history.
13.2 Obligations. The Receiving Party must keep the Confidential Information in the strictest confidence, for the sole benefit of the Disclosing Party. It may share it only with employees and contractors who reasonably need it and who are bound by confidentiality terms at least as protective as these. It must not disclose customer details, product matches or commercial strategies to any third party without the Company’s prior written consent.
13.3 Non-circumvention. The Receiving Party must not bypass, exploit or circumvent the Company by using or sharing information about what products the Company sells, who it buys them from, or who it sells them to, in order to seek direct business or gain a commercial advantage over the Company.
13.4 Customers belong to the Company. The Supplier acknowledges that all customers introduced, served or identified in the course of business with the Company belong exclusively to the Company. In particular:
- No direct supply: the Customer must not, directly or indirectly, solicit, approach or buy products directly from any of the Company’s Suppliers.
- No interference: the Customer must not try to bypass the Company to build direct commercial relationships with the Company’s Suppliers.
- Inbound enquiries: if a customer of the Company approaches the Supplier directly seeking supply, the Supplier must refuse and refer the customer back to the Company immediately.
13.5 Duration. These obligations take effect on the date the products are first introduced to the customer. They continue after the business relationship ends, for five years from its formal end or until the Confidential Information enters the public domain through no fault of the Receiving Party, whichever is sooner.
13.6 Remedies. A breach or threatened breach may cause irreparable harm for which damages alone would not be enough. The Company may therefore seek an injunction and specific performance, as well as any other remedy available in law.
14. Force Majeure
The Company is not liable for any failure or delay in performing its obligations caused by events outside its reasonable control. These include natural disasters, extreme weather, fire, flood, epidemic, war, terrorism, strikes, port or border closures, customs or border delays, government action, vehicle breakdown or accident, failure of refrigeration equipment, and failure of any utility or communications system. The Company may suspend or cancel the affected Services without liability.
15. General
15.1 Compliance. Each party must comply with all laws that apply to the Contract, including those on anti-bribery, sanctions, export controls and food safety.
15.2 Data protection. Each party will handle personal data it receives under the Contract in line with the UK GDPR and the Data Protection Act 2018.
15.3 Entire agreement. These Conditions, together with any quotation or order accepted in Writing, form the entire agreement between the parties and replace all earlier discussions and understandings.
15.4 Severability. If any provision of these Conditions is found to be invalid or unenforceable, the rest remain in force.
15.5 No waiver. A failure or delay by the Company in enforcing any right is not a waiver of it.
15.6 Assignment. The Customer and the Supplier may not assign or transfer their rights or obligations under the Contract without the Company’s prior written consent. The Company may subcontract any part of the Services.
15.7 Notices. Notices must be in Writing and sent to the other party’s registered address or its usual email address for business.
15.8 Third-party rights. A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, except as these Conditions expressly state.
16. Governing Law and Jurisdiction
All transactions with the Company, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by and construed in accordance with the law of England and Wales. The courts of England and Wales have exclusive jurisdiction. No case will be subject to foreign law or to the local law of the country where the Customer or Supplier is based.