These Conditions shall apply to all Purchase Orders placed with and purchases from the Supplier by The Traditional Welsh Sausage Co Ltd and no other terms and conditions will be binding or effective (including but not limited to any terms and conditions which the Supplier may purport to apply under a confirmation of a Purchase Order or delivery document) unless they are in writing and expressly stated to be an amendment to these Conditions and signed by a director of The Traditional Welsh Sausage Co Ltd.

1. Deliveries
   1.1 The Supplier must deliver the Goods to the Delivery Address by the Delivery Date in accordance with the Purchase Order. Time is of the essence for delivery.
   1.2 Without limitation to any other rights or remedies The Traditional Welsh Sausage Co Ltd may have, the Supplier will compensate The Traditional Welsh Sausage Co Ltd if it fails to deliver all of the Goods in accordance with the Purchase Order at the Delivery Address by the Delivery Date (which will include without limitation any and all consequential or indirect losses and loss of profits).
   1.3 The Supplier may only make deliveries of Goods by instalments or deliver part of a Purchase Order with the express written approval of The Traditional Welsh Sausage Co Ltd, prior to delivery.
   1.4 If the Goods are advertised on promotional merchandise and not delivered to The Traditional Welsh Sausage Co Ltd at the Delivery Address by the Delivery Date then without limitation to any other rights or remedies The Traditional Welsh Sausage Co Ltd may have, The Traditional Welsh Sausage Co Ltd has the right without notice to make replacement purchases of such Goods at the Supplier's sole expense.

2. Term, Title and Risk
   For The Traditional Welsh Sausage Co Ltd branded suppliers. The Traditional Welsh Sausage Co Ltd may terminate on one month’s written notice at any time. The Traditional Welsh Sausage Co Ltd branded suppliers should hold no more than 12 weeks packaging stock at any time unless otherwise agreed in writing by The Traditional Welsh Sausage Co Ltd.
   Title to the Goods will pass to The Traditional Welsh Sausage Co Ltd on delivery, however, out of specification product and packaging liability will remain with the supplier. No retention of title sought by the Supplier or any other person will be accepted by The Traditional Welsh Sausage Co Ltd and any such provision which the Supplier may purport to apply will be of no effect. Risk in the Goods is assumed by the Supplier (including risks for and during transport), until actual receipt of the Goods by The Traditional Welsh Sausage Co Ltd. Any returns of Goods shall be on the account and at the risk of the Supplier.

3. Supplier Guides
   The Supplier agrees that it will at all times comply with the terms and requirements of:
   (1) the The Traditional Welsh Sausage Co Ltd Supplier Guide; and
   (2) in respect of The Traditional Welsh Sausage Co Ltd private label products, the The Traditional Welsh Sausage Co Ltd Brand Technical Guide, (as each is amended by The Traditional Welsh Sausage Co Ltd from time to time).

4. Pricing
   The price agreed between The Traditional Welsh Sausage Co Ltd and the Supplier for the Goods is a fixed price and is fully inclusive of all costs (other than VAT), including without limitation costs of delivery, transport, loading, un-loading, packing and insurance, and, where applicable, customs duties or import charges or taxes

5. Payments
   5.1 Payment of the price by The Traditional Welsh Sausage Co Ltd shall be made by cheque or by electronic transfer (as determined by The Traditional Welsh Sausage Co Ltd) in accordance with the Financial Services section of the The Traditional Welsh Sausage Co Ltd Supplier Guide. Correct invoices will be paid on the next payment run usually between the 15th and 20th of the following month. Payment will be made based on correct presentation or delivery of goods and services (whichever is later).

6. 5.2 Any discount deadlines under which The Traditional Welsh Sausage Co Ltd is entitled to deduct a percentage of the price, begin upon receipt of proper invoices by The Traditional Welsh Sausage Co Ltd from the Supplier, but no earlier than the date of receipt of the Goods by The Traditional Welsh Sausage Co Ltd.

7. Set Off
   The Traditional Welsh Sausage Co Ltd may set off against all amounts due to the Supplier under these Conditions, any present or future sums owed by the Supplier to The Traditional Welsh Sausage Co Ltd whether arising in connection with the supply of goods or otherwise. Any credit balance of the Supplier will be paid to The Traditional Welsh Sausage Co Ltd without delay on request by The Traditional Welsh Sausage Co Ltd.

8. Cost Prices and Purchase Order Terms
   If the purchase price, bar code number, or any other information in a Purchaser Order does not conform to these Conditions or any other agreed provisions, the Supplier shall inform The Traditional Welsh Sausage Co Ltd of the details of such within 24 hours (excluding Sundays and bank holidays).

9. Insurance
   The Supplier shall carry and maintain appropriate insurance with a reputable insurance company covering product liability for the Goods for a minimum of £2 million per claim; public liability and property damage each for a minimum of £5 million per claim and employer's liability for a minimum of £10 million per claim. The Supplier will provide copies of such insurance policies to The Traditional Welsh Sausage Co Ltd.

10. Cancellation of Orders / Rejection of Goods
    9.1 Without limitation to any other rights or remedies The Traditional Welsh Sausage Co Ltd may have, The Traditional Welsh Sausage Co Ltd may cancel all or any part of a Purchase Order and/or reject any Goods at any time:
    9.1.1 if the Supplier is in breach of any of the terms of these Conditions;
    9.1.2 if the Goods are not delivered at the Delivery Address by the Delivery Date or are not in accordance with the Purchase Order;
    9.1.3 if The Traditional Welsh Sausage Co Ltd places of business or other premises are affected by lockouts, strikes, riots, war, fire, civil insurrection, flood, earthquake or any other cause beyond The Traditional Welsh Sausage Co Ltd control which might reasonably tend to impede or delay the reception, handling, inspecting, processing or marketing of the Goods by The Traditional Welsh Sausage Co Ltd its agents or employees; or
    9.1.4 in any of the circumstances set out in the The Traditional Welsh Sausage Co Ltd Supplier Guidelines, particularly in the Refusal of Goods section.
    9.2 Without limitation to any other rights or remedies The Traditional Welsh Sausage Co Ltd may have, upon any cancellation or rejection of Goods pursuant to Clause 9.1:
    9.2.1 The Traditional Welsh Sausage Co Ltd shall cease to be bound to pay that part of the price which relates to Goods which have been cancelled or rejected;
    9.2.2 The Traditional Welsh Sausage Co Ltd shall not be liable for any loss or damage whatever arising from such cancellation or rejection; and
    9.2.3 where already paid, the purchase price for such Goods shall be reimbursed in full to The Traditional Welsh Sausage Co Ltd by the Supplier without delay.
    9.3 Without limitation to any other rights or remedies The Traditional Welsh Sausage Co Ltd may have:
    9.3.1 The Traditional Welsh Sausage Co Ltd may charge the Supplier and the Supplier shall pay for all costs arising from the processing of all complaints of defects and warranty claims whether from third parties or otherwise in relation to Goods;
    9.3.2 The Traditional Welsh Sausage Co Ltd may refuse to accept an entire delivery of Goods if any individual item in such delivery is defective, if any individual item doesn’t conform with the sample or if the quantity is not that which The Traditional Welsh Sausage Co Ltd ordered;
    9.3.3 if The Traditional Welsh Sausage Co Ltd rejects any Goods, and the Supplier fails to collect the Goods (which shall be held at the risk of the Supplier) within 7 business days of request, The Traditional Welsh Sausage Co Ltd may at its discretion destroy or dispose of the Goods at the Supplier’s sole cost; and
    9.3.4 the Supplier must pay The Traditional Welsh Sausage Co Ltd a handling surcharge of 10 % (plus applicable VAT) on the invoice amount (exclusive of VAT) for any and all defective Goods it has supplied that are returned or destroyed (this surcharge shall not apply if a special returned merchandise allowance has been expressly agreed in writing between the parties).
    9.4 Any technical tests carried out by or on behalf of The Traditional Welsh Sausage Co Ltd on or in respect of any Goods whether to determine if such Goods comply with any sample or specification, to determine whether such Goods are defective in anyway or otherwise whatsoever shall be binding on both parties as to the condition and standards of the Goods and shall prevail over the results of any tests conducted by or on behalf of the Supplier.

11. Warranties
    10.1 The Supplier warrants that:
    10.1.1 the Goods shall be of comparable quality and conform in all respects with any samples delivered to The Traditional Welsh Sausage Co Ltd;
    10.1.2 the Goods shall be of satisfactory quality, fit for their purpose, free of defects in material and workmanship and will conform to any agreed specifications;
    10.1.3 the Goods shall comply with all applicable laws, codes of practice, regulations or government orders whatsoever;
    10.1.4 the Goods do not infringe the intellectual property rights of any third parties, including but not limited to patents, trademarks, design rights, utility patents, distribution restrictions, copyrights or any other rights whatsoever (whether registered or unregistered); and
    10.1.5 if, the Goods are to be sold under any brand of the The Traditional Welsh Sausage Co Ltd then the Goods will conform in all respects with the agreed specification in respect of such Goods.
    10.2 Without prejudice to any other rights or remedies of The Traditional Welsh Sausage Co Ltd, the Supplier shall forthwith upon a request by The Traditional Welsh Sausage Co Ltd so to do, replace or (at The Traditional Welsh Sausage Co Ltd option) refund at retail price the price of all Goods which are or become defective during the period of 12 months from the date of delivery or during the shelf-life of the Goods (whichever is the longer), where such defect occurs under proper usage and is due to faulty design, inadequate or faulty materials or workmanship, the Supplier's erroneous instructions as to use or other erroneous data or any breach by the Supplier of any provision of these Conditions. Any replacement Goods shall themselves be subject to the same obligation set out in this clause 10 for an equivalent period from the date of their delivery, reinstallation or passing of tests (if any) whichever as determined by The Traditional Welsh Sausage Co Ltd is appropriate after refund or replacement.

12. Product Liability
    In consideration of The Traditional Welsh Sausage Co Ltd agreeing to purchase the Goods, the Supplier shall indemnify and keep The Traditional Welsh Sausage Co Ltd fully and effectively indemnified from and against any and all claims, actions, liabilities, losses, costs and expenses (including but not limited to claims by customers of The Traditional Welsh Sausage Co Ltd or other third parties and reasonable legal fees and costs incurred by The Traditional Welsh Sausage Co Ltd or for which The Traditional Welsh Sausage Co Ltd may be liable to any third party) which The Traditional Welsh Sausage Co Ltd incurs or suffers arising out of:
    (1) any actual or alleged death of or injury to any person, damage to any property, or any other damage or loss, by whomsoever suffered, resulting or claimed to result in whole or in part from any actual or alleged defect in the Goods, whether latent or patent, including (without limitation) actual or improper construction or design of the Goods, defective workmanship in relation to the manufacture of the Goods, the failure of the Goods to comply with specifications or with express or implied warranties, or arising out of any breach by the Supplier or the Goods of any law, statute or other relevant regulation or code of practice;
    (2) the breach of any provision of these Conditions (including but not limited to the warranties in Clause 10.1);
    (3) any defect in the workmanship, materials or design of the Goods;
    (4) any infringement or alleged infringement of any patent, copyright, registered design, design right, trade mark, trade name or other intellectual property right for or relating to the Goods unless such infringement has occurred directly as a result of any specification supplied by The Traditional Welsh Sausage Co Ltd; and
    (5) any liability under the Consumer Protection Act 1987 in respect of the Goods, in each case whether or not such losses or damages or the consequences of such failure were or were not foreseeable by either party. This indemnity shall not in any way be limited by any warranties given by The Traditional Welsh Sausage Co Ltd to customers or other third parties and shall include without limitation claims for indirect or consequential losses (including loss of profit and economic loss).

13. Exclusion of The Traditional Welsh Sausage Co Ltd Liability
    12.1 The Traditional Welsh Sausage Co Ltd shall have no liability whatsoever for any indirect, special, consequential or exemplary damages arising out of the making of a Purchase Order, purchase of the Goods or breach of the terms of these Conditions, even if The Traditional Welsh Sausage Co Ltd knew or should have known the possibility thereof (including, but not limited to lost profits, lost business revenue, failure to realise expected savings and any other commercial or economic loss of any kind).
    12.2 The Traditional Welsh Sausage Co Ltd shall have no liability whatsoever in respect of any claim against The Traditional Welsh Sausage Co Ltd under these Conditions or otherwise in respect of the Goods, if the Supplier has not given The Traditional Welsh Sausage Co Ltd written notice of the claim before the first to occur of 2 years from the earlier of:
    (1) the cause of action arising; or
    (2) when the Supplier ought reasonably have been aware of the claim.

14. Partial Invalidity
    If any clause, part of a clause or other provision of these Conditions is or becomes void, invalid or unenforceable, the remainder of these Conditions shall remain in full force and effect and neither party shall be released from its obligations under these Conditions.

15. Waiver
    Failure by either party to enforce any of the provisions of these Conditions shall not be construed as a waiver of any rights under these Conditions. Any waiver of a breach of these Conditions shall not affect either party’s rights if there is a further breach.

16. Assignment
    The Supplier shall not assign all or any part of the benefit of, or its rights, or obligations under these Conditions (including but not limited to any claims it may have against The Traditional Welsh Sausage Co Ltd) without The Traditional Welsh Sausage Co Ltd prior written consent. Factoring by the Supplier is only permitted with the express prior written consent of The Traditional Welsh Sausage Co Ltd.

17. Notices
    Notices under these Conditions shall be sent to The Traditional Welsh Sausage Co Ltd FAO : The Managing Director, The Traditional Welsh Sausage Co Ltd, Unit 1 Crwst Business Park, Ffordd Sam Pari, Morfa, Conwy LL32 8DE
    
    
18. Foreign Orders
    The UN Convention for the International Sale of Goods shall not apply unless expressly agreed in writing.
    
    
19. Governing Law
    18.1 This agreement shall be governed by and interpreted in accordance with English & Welsh law and the English or Welsh courts shall be the competent courts for all disputes arising out of this agreement, save that:
    a) The Traditional Welsh Sausage Co Ltd may, bring a claim against the Supplier in its country of domicile; other rights and remedies, including without limitation its right to refer disputes to the courts.

    Definitions: The Traditional Welsh Sausage Co Ltd	means The Traditional Welsh Sausage Co Ltd, Unit 1 Crwst Business Park, Ffordd Sam Pari, Morfa, Conwy LL32 8DE
    The Traditional Welsh Sausage Co Ltd Brand Technical Guide	means The Traditional Welsh Sausage Co Ltd private label technical guide, as amended by The Traditional Welsh Sausage Co Ltd from time to time;
    The Traditional Welsh Sausage Co Ltd Supplier Guide	means the supplier guide set out at The Traditional Welsh Sausage Co Ltd Suppliers guide and as amended by The Traditional Welsh Sausage Co Ltd from time to time;
    Conditions	means the terms and conditions of supply set out in this document and any other terms and conditions in writing expressly stated to be an amendment to these Conditions and signed by the Managing Director of The Traditional Welsh Sausage Co Ltd;
    Delivery Address	means the place to which the Goods are to be delivered as set out and in accordance with the Purchaser Order;
    Delivery Date	means the date specified by The Traditional Welsh Sausage Co Ltd in a Purchase Order when the Goods are to be delivered and the time specified by The Traditional Welsh Sausage Co Ltd for delivery;
    Goods	means the articles and products which The Traditional Welsh Sausage Co Ltd agrees to buy from the Supplier as set out in the Purchase Order (including packaging and labelling);
    Purchase Order	means a confirmed order in a form prescribed by The Traditional Welsh Sausage Co Ltd, from The Traditional Welsh Sausage Co Ltd to the Supplier for the supply of Goods by the Supplier;
    Supplier	means the person named in the Purchase Order as the Supplier of the Goods.

    The above Conditions shall apply to all Purchase Orders placed with and purchases from the Supplier by The Traditional Welsh Sausage Co Ltd and no other terms and conditions will be binding or effective (including but not limited to any terms and conditions which the Supplier may purport to apply under a confirmation of a Purchase Order or delivery document) unless they are in writing and expressly stated to be an amendment to these Conditions and signed by a director of The Traditional Welsh Sausage Co Ltd.

    Product Withdrawals/ Recalls Process and Compensation

    Withdrawals and product recalls lead to significant cost to “The Traditional Welsh Sausage Co Ltd” and damage the “The Traditional Welsh Sausage Co Ltd” reputation through loss of customer confidence. We take a pro-active approach, to inform customers about withdrawals, that cover both in-store and national press communication. To help ensure that “The Traditional Welsh Sausage Co Ltd” is sufficiently compensated and customers are informed when such recalls and withdrawals occur, the compensation we would expect to recover will include:

    All costs levied upon ourselves by our client should a product withdrawal or recall take place to cover client store, depot and “The Traditional Welsh Sausage Co Ltd” colleague hours and communication, loss of profit, storage, disposal and disruption costs.

    The cost of the products withdrawn themselves (payable through the “The Traditional Welsh Sausage Co Ltd” reclaim system as used by “The Traditional Welsh Sausage Co Ltd colleagues”.

    Lost profit on lost sales for the period that the product is out of stock with “The Traditional Welsh Sausage Co Ltd” following a withdrawal (payable as a lump sum invoiced by the “The Traditional Welsh Sausage Co Ltd”, once discussed with the Account Manager.

    Where a product is recalled we will also charge for the reasonably incurred costs of press and media communication.

    Non-compliance on Quality

    Where a product does not meet agreed specification and production is stopped at the manufacturing site resulting in loss of availability (or where, for some other reason, a failure to meet agreed specification results in loss of availability) we will charge for loss of profit at retail level should our client decide to charge “The Traditional Welsh Sausage Co Ltd”.

    Where a product is rejected on quality grounds in Depot, we will charge for inspection time and administration costs associated with this rejection; £80 for up to 300 cases, £150 for over 300 cases. We will also charge for re-delivery inspection; £80 for up to 300 cases, £150 for over 300 cases and £40 per line if scratches (an item receipted to” The Traditional Welsh Sausage Co Ltd” from a supplier, but later found to be unfit to send to customers) have been actioned. We will charge £50 for storage if a product is not collected within 48 hours of rejection and £500 for a disposal if a product is not collected within 72 hours of rejection.

    Barcodes Not Scanning (i.e. More than average scanning failures)

    We rely on you to ensure that barcodes on the products you sell to us scan correctly through our customers tills. Where barcodes do not scan correctly, customers have to spend time keying in codes manually, through no fault of their own, leading to longer queue times at the tills and disappointed shoppers.

    Should our customers decide to levy “The Traditional Welsh Sausage Co Ltd” with a charge then this could amount to 10p per item going through their tills to cover store labour and administration, also £50 per line will be charged to cover administration costs in our customers’ business and “The Traditional Welsh Sausage Co Ltd”.

    Not on File

    Where the ANA code on the product differs from the new line form submitted or a mis-pick, labour and administration charges are incurred. In order to cover these we will charge £50 per item. We will also expect to recover compensation for lost profit on lost sales for the period that the product is off sale as a result of not scanning due to an incorrect ANA code. This will be payable as a lump sum invoiced by the “The Traditional Welsh Sausage Co Ltd” once discussed with the Account Manager.

    Pallet Configuration into “The Traditional Welsh Sausage Co Ltd” Distribution Centre

    We need you to comply with our delivery pallet requirements, details can be had from our General Manager Mr. David Jones. In order that product can be moved quickly and safely through our distribution centre and out to our customers. When we have to re-work non-compliant issues, there is a cost to “The Traditional Welsh Sausage Co Ltd”, and it takes product longer to reach our customers shelves, damaging our availability and disappointing customers.

    The charge for the re-work cost per pallet is £50. If the same issues persist and the re-work cost has been recovered on three separate occasions, you may subsequently incur an increased recovery cost.

    Customer Complaints

    Where a product is returned to us from a customer, labour and administration charges are incurred. In order to cover these increasing costs, the Supplier charge for customer complaints will be to £20.00 plus VAT, this charge will be effective from 1st May 2009. This charge will be in each case where the Supplier has manufactured the product in question and where the complaint has arisen due to the fault of the Supplier (e.g. foreign bodies, mould growth etc). Any complaints costs received will be debited against your account on a monthly basis having forwarded, for your records, the relevant claim documets from our customer.

    The above list is not an exhaustive list but sets out our claims requirements should any of the above outlined problems occur.