A. Conditions Applicable

1. The following conditions shall apply to all contracts for the sales of goods by Drivers Foods (Leicester) Ltd to the Buyer to the exclusion of all other terms and conditions, including any terms and conditions that the Buyer may purport to apply under any purchase order, confirmation of order or similar document. 
2. All orders for goods shall be deemed an offer by the Buyer to purchase the goods pursuant to these conditions. 
3. Acceptance of delivery of the goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions. 
4. Any variation to these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Drivers Foods (Leicester) Ltd.

B. Price and Terms of Payment

• Full payment to be made at the time of placing an order.

C. The Goods

The quantity and description of goods shall be as set out on the sale note accompanying the goods.

D. Delivery of the Goods

1. Delivery of the goods shall be made to the Buyer’s address on the delivery date. The Buyer shall make all arrangements necessary to take delivery of the goods whenever they are tendered for delivery. 
2. Drivers Foods (Leicester) Ltd shall not be liable for any loss or damage whatsoever due to failure by Drivers Foods (Leicester) Ltd to deliver the goods (or any of them) promptly or at all.

E. Acceptance of the Goods

1. The Buyer shall be deemed to have accepted the goods on delivery.
2. After acceptance, the Buyer shall not be entitled to reject the goods which are not in accordance with the contract.

F. Warranties and Liability

1. Drivers Foods (Leicester) Ltd warrants that the goods will, at the time of delivery, correspond to the description given on the sale note. All other warranties, conditions or terms relating to the fitness for purpose, merchantability or condition of the goods, whether implied by statute or common law or otherwise, are excluded. 
2. No claims will be entertained unless notified to Drivers Foods (Leicester) Ltd within 24 hours from the time of delivery. 
3. Drivers Foods (Leicester) Ltd shall be under no liability whatsoever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of breach by Drivers Foods (Leicester) Ltd of this contract. 

G. Retention of Property and Passing of Risk

1. The goods shall be at the Buyer’s risk as from acceptance of delivery. 
2. In spite of delivery having been made, title to the goods shall not pass from Drivers Foods (Leicester) Ltd until: 
   1. The Buyer shall have paid the price (plus VAT if applicable) in full; and 
   2. No other sums whatsoever shall be due from the Buyer to Drivers Foods (Leicester) Ltd. 
3. Drivers Foods (Leicester) Ltd shall be entitled to recover the price (plus VAT) notwithstanding that title of the goods has not passed from Drivers Foods (Leicester) Ltd. 
4. Until such time as title in the goods passes from Drivers Foods (Leicester) Ltd, the Buyer must, upon request, deliver up to Drivers Foods (Leicester) Ltd such of the goods as have not ceased to be in existence or resold. If the Buyer fails to do so, Drivers Foods (Leicester) Ltd may enter upon any premises owned or controlled by the Buyer where the goods are situated and repossess the goods. On the making if such a request, the rights of the Buyer under clause 7.6 below shall cease. 
5. Until title in the goods passes to the Buyer in accordance with clause 7.2 above, the Buyer shall hold the goods and each of them on a fiduciary basis as bailee to Drivers Foods (Leicester) Ltd. 
6. Notwithstanding that the goods (or any of them) remain the property of Drivers Foods (Leicester) Ltd, the Buyer may sell the goods in the ordinary course of the Buyer’s business at full market value for the account of Drivers Foods (Leicester) Ltd. Any such sale shall be a sale of Drivers Foods (Leicester) Ltd property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principle when making such sales. Until title in the goods passes from Drivers Foods (Leicester) Ltd, the entire proceeds of the sale of the goods shall be held in trust for Drivers Foods (Leicester) Ltd and shall be at all material times be identified as Drivers Foods (Leicester) Ltd money.