Fiber Fresh Retail Terms of Trade

Goods and products (“goods”) supplied by Fiber Fresh Feeds Limited (in receivership, administrators appointed) (“Fiber Fresh”) to a Purchaser (“Purchaser”) are supplied on the following terms and conditions (“terms of trade”).

  1. Terms of Trade. These terms of trade shall apply to and shall be deemed incorporated in and form part of each transaction where goods are supplied by Fiber Fresh to a Purchaser. By placing a purchase order, the Purchaser agrees to be bound by these terms of trade.
  2. Sole Record. The terms set out in these terms of trade and any invoice issued by Fiber Fresh contain the sole record of the terms and conditions of the supply and purchase arrangement between the parties and shall take precedence over any other documents, purchase orders, oral messages or any other communication made between the Purchaser and Fiber Fresh. Fiber Fresh may update these terms of trade at any time.
  3. Minimum purchase. Goods will be supplied in pallet lots. The minimum quantity is one (1) pallet.
  4. Non-Account Holders. Purchasers without an approved credit account must pay for goods prior to despatch.
  5. Pricing. The prices that apply to goods supplied under this agreement for both retail and wholesale pricing are set out in price lists issued by Fiber Fresh from time to time. All prices are exclusive of goods and services tax.
  6. Payment. Full payment for any goods supplied to the Purchaser must be made by the 20th day of the month following the date of the relevant invoice issued by Fiber Fresh.
  7. Disputes. If there is a genuine dispute regarding any item on the Purchaser’s account payment of all undisputed amounts on the account shall nevertheless remain payable without deduction or set-off when they are due in accordance with these terms.
  8. Late payment. Interest will be payable by the Purchaser at 1.5% per month compounding on any invoice not paid on due date calculated from the date on which payment is due until the date upon which payment (including interest charges) is actually made. Payment of such interest charges is without prejudice to all other rights and remedies available to Fiber Fresh as a result of the Purchaser’s default in payment.
  9. Discontinuance. While any overdue amounts remain unpaid Fiber Fresh may discontinue supplying goods to the Purchaser or granting further extensions of credit.
  10. Costs. Whenever the Purchaser is in default of payment and Fiber Fresh incurs costs in enforcing payment, including by external advisors and/or by in-house means, the Purchaser shall fully reimburse all such costs upon demand. If not paid within 7 days of demand such amounts shall bear interest at the rate specified in clause 8 above.
  11. No deduction. All payments due to Fiber Fresh must be paid without delay and without deduction whether by way of set off, counterclaim or otherwise.
  12. Delivery. All goods supplied by Fiber Fresh to a store, or on-farm within areas serviced by Fiber Fresh shall be inclusive of delivery costs.
  13. Risk. Risk in the goods shall pass immediately upon delivery being completed.
  14. Ownership and Title. Ownership and title in the goods remains with Fiber Fresh until payment is made in full.
  15. Security Interest. By placing an order the Purchaser grants to Fiber Fresh a purchase money security interest (as described in the Personal Property Securities Act 1999 (“the Act”)) in all goods purchased from Fiber Fresh and a security interest in all present and after-acquired goods and their proceeds as security for monies owed. Until Fiber Fresh receives payment of all monies owed to it by the Purchaser and the Purchaser satisfies all of its other obligations under these terms of trade:
    • such security interests shall be continuing securities and shall operate irrespective of any payments made from time to time for goods supplied;
    • the Purchaser shall promptly execute all documents and do anything reasonably required by Fiber Fresh to ensure that the security interests created above constitute perfected security interests in the goods and in their proceeds, which will have priority over all other security interests;
    • the Purchaser must hold all proceeds of sale of the goods separately from the Purchaser’s other monies as a fiduciary, on trust for Fiber Fresh;
    • if anything occurs which in the opinion of Fiber Fresh adversely affects the Purchaser’s ability to pay any monies owing, payment of all monies shall become due and the Purchaser’s authority to deal with the goods ceases automatically without notice;
    • if the Purchaser defaults on any payment by due date or anything occurs which in the opinion of Fiber Fresh affects the Purchaser’s ability to pay and/or may prejudice the securities given over the goods, Fiber Fresh may immediately without notice take any action it considers necessary to take possession of the goods pursuant to clause 17 below without thereby incurring any liability to the Purchaser in respect of the goods or imposing any such liability in favour of the Purchaser or any other party;
    • the Purchaser waives any right to receive a copy of a verification statement under the Act;
    • Fiber Fresh may apportion payments received from the Purchaser in the order that it sees fit to accounts owed by the Purchaser.
  16. Business Use. Notwithstanding that the property in the goods is retained by Fiber Fresh, unless and until advised otherwise by Fiber Fresh or as otherwise specified in these terms of trade, the Purchaser is authorised to sell the goods in the ordinary course of business and to deal with the proceeds of such sales as the fiduciary agent and bailee of Fiber Fresh.
  17. Repossession of Unpaid Goods. The Purchaser grants to Fiber Fresh and its servants, agents and employees the free and uninterrupted right to enter upon the Purchaser’s premises during normal business hours to search for, inspect and remove any of the goods supplied to the Purchaser and in respect of which Fiber Fresh retains ownership. Fiber Fresh shall not be liable for any direct, indirect, economic or consequential loss or damage that the Purchaser or the Purchaser’s or any other property may suffer as a result of such search for, inspection of or removal of the goods from the Purchaser’s premises.
  18. Damaged or Defective Goods. Fiber Fresh will provide a credit note for any defective goods or goods that are proved to be damaged upon delivery where the Purchaser advises Fiber Fresh in writing of the defect or damage within 5 working days of delivery.
  19. Liability. Fiber Fresh shall not be liable for any loss or damage of any kind whatsoever arising from the supply of goods to the Purchaser including direct, indirect and consequential losses or damage or loss of business or profits whether arising in contract or tort or otherwise and irrespective of whether such damage or loss arises directly or indirectly from the supply of the goods. The liability of Fiber Fresh to the Purchaser (if any) in respect of the goods themselves shall be limited solely to the purchase price of the goods supplied.
  20. Guarantee. Where the Purchaser is a company, placement of an order shall bind the directors personally, jointly and severally as guarantors of the obligations of the Purchaser set out in these terms of trade including, without limitation, to pay monies when they become due. Such guarantors will keep Fiber Fresh fully indemnified against any losses, expenses or damages (including costs of recovery) that it incurs due to the Purchaser’s failure to comply with these terms. As between Fiber Fresh and the Guarantors, the Guarantors shall be principal debtors.
  21. Consumer Guarantees Act 1993. The parties agree that the provisions of the Consumer Guarantees Act 1993 will not apply to the supply of goods under this agreement where the Purchaser is in trade.
  22. Confidentiality. Each party will keep the information of the other that it receives secure and confidential. The Purchaser’s customer databases recording sales of Fiber Fresh products shall also be kept confidential between the Purchaser and Fiber Fresh and shall not be disclosed to other parties.
  23. Receivers’ exclusion of liability. Under no circumstances will any of the receivers appointed to Fiber Fresh, or their servants or agents, be personally liable under or in connection with this agreement or the supply of goods in relation to it.  The receivers do not adopt this agreement and any liability on the part of Fiber Fresh will be a liability of Fiber Fresh only and not a liability of the receivers, their servants or agents.
  24. No reliance. The Purchaser acknowledges and agrees that in purchasing the goods from Fiber Fresh, it does not rely on any representation or other conduct by Fiber Fresh, its servants, employees or agents, or any other party, whether before or after entering into the agreement.