The customer’s attention is drawn in particular to the provisions of clause 9.

  1. Interpretation
    1. Definitions.
      Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
      Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.iii.
      Contract: the contract between Imagefarm and the Customer for the sale and purchase of the Products in accordance with these Conditions.
      Customer: the person, organisation, company or firm who purchases the Products from Imagefarm.
      Force Majeure Event: an event or circumstance beyond a party’s reasonable control.
      Imagefarm: Imagefarm Limited (Company Number 02325450), whose registered office is at 175 Brent Crescent, London NW10 7XR.
      Order: the Customer’s order for the Products, as set out in the Customer’s purchase order form or in the Customer’s written acceptance of Imagefarm’s quotation.
      Products: the Products (or any part of them) set out in the Order.
      Specification: any specification for the Products that is agreed by the Customer and Imagefarm.
    2. Interpretation:
      1. a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
      2. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
      3. a reference to writing or written includes faxes and emails.
  2. Basis of Contract
    1. 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 trade, custom, practice or course of dealing.
    2. The Order constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
    3. The Order shall only be deemed to be accepted when Imagefarm confirms acceptance of the Order, at which point the Contract shall come into existence.
    4. Any samples, drawings, descriptive matter or advertising produced by Imagefarm and any descriptions or illustrations contained in Imagefarm’s brochures or on its website are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force.
    5. A quotation for the Products given by Imagefarm shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
  3. Products
    1. The Products are described in the Specification.
    2. To the extent that the Products are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify Imagefarm against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by Imagefarm in connection with any claim made against it for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with its use of the Specification. This clause 3.ii shall survive termination of the Contract.
    3. The images of the Products on Imagefarm’s website are for illustrative purposes only. Although Imagefarm make every effort to be as accurate as possible, appearances will vary. When purchasing the Products the Customer is aware that they are buying produce where varying degrees of cooking and preparation is applied. Therefore, Imagefarm does not guarantee that the Products will be of uniformed appearance or that they will be similar as other items on Imagefarm’s website.
    4. Imagefarm reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
  4. Delivery
    1. Imagefarm shall ensure that each delivery of the Products is accompanied by a delivery note that shows the date of the Order, the contract number and all relevant Customer and supplier reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered.
    2. Imagefarm shall deliver the Products to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Imagefarm notifies the Customer that the Products are ready.
    3. Delivery is completed on the completion of unloading of the Products at the Delivery Location.
    4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Imagefarm shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer’s failure to provide it with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
    5. If Imagefarm fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. Imagefarm shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide it with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
    6. If the Customer fails to accept delivery of the Products within three Business Days of Imagefarm notifying the Customer that the Products are ready, then, except where such failure or delay is caused by a Force Majeure Event or Imagefarm’s failure to comply with its obligations under the Contract:
      1. delivery of the Products shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Imagefarm notified the Customer that the Products were ready; and
      2. Imagefarm shall store the Products until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
    7. If ten Business Days after the day on which Imagefarm notified the Customer that the Products were ready for delivery the Customer has not accepted delivery of them, Imagefarm may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products or charge the Customer for any shortfall below the price of the Products.
    8. Imagefarm may deliver the Products by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
  5. Quality
    1. Imagefarm warrants that on delivery, the Products shall:
      1. conform with their description and the Specification; and
      2. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
      3. be fit for any purpose held out by Imagefarm.
    2. Subject to clause 5.iii, if:
      1. the Customer gives notice in writing to Imagefarm within 6 days of delivery that some or all of the Products do not comply with the warranty set out in clause 5.i;
      2. Imagefarm is given a reasonable opportunity of examining such Products; and
      3. the Customer (if asked to do so by Imagefarm) returns such Products to Imagefarm’s place of business at Imagefarm’s cost, Imagefarm shall, at its option, replace the defective Products, or refund the price of the defective Products in full.
    3. Imagefarm shall not be liable for the Products’ failure to comply with the warranty set out in clause 5.i in any of the following events:
      1. the Customer makes any further use of such Products after giving notice in accordance with clause 5.ii;
      2. the defect arises because the Customer failed to follow Imagefarm’s oral or written instructions as to the storage and use of the Products or (if there are none) good trade practice regarding the same;
      3. the defect arises as a result of Imagefarm following any Specification supplied by the Customer;
      4. the Customer alters such Products without the written consent of Imagefarm;
      5. the defect arises as a result of abnormal storage or working conditions; or
      6. the Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
    4. Except as provided in this clause 5, Imagefarm shall have no liability to the Customer in respect of the Products’ failure to comply with the warranty set out in clause 5.i.
    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.
    6. These Conditions shall apply to any replacement Products supplied by Imagefarm.
  6. Title and Risk
    1. The risk in the Products shall pass to the Customer on completion of delivery.
    2. Title to the Products shall not pass to the Customer until Imagefarm receives payment in full (in cash or cleared funds) for the Products and any other Products that Imagefarm has supplied to the Customer in respect of which payment has become due, in which case title to the Products shall pass at the time of payment of all such sums.
    3. Until title to the Products has passed to the Customer, the Customer shall:
      1. store the Products separately from all other Products held by the Customer so that they remain readily identifiable as Imagefarm’s property;
      2. not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
      3. maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      4. notify Imagefarm immediately if it becomes subject to any of the events listed in clause 8.i; and
      5. give Imagefarm such information relating to the Products as Imagefarm may require from time to time.
    4. If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 8.i, then, without limiting any other right or remedy Imagefarm may have Imagefarm may at any time require the Customer to deliver up all Products in its possession and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.
  7. Price and Payment
    1. The price of the Products shall be the price set out in the Specification, or, if no price is quoted, the price set out in Imagefarm’s published price list in force as at the date of delivery.
    2. Imagefarm may, by giving notice to the Customer at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
      1. any factor beyond Imagefarm’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      2. any request by the Customer to change the delivery date(s), quantities or types of Products ordered, or the Specification; or
      3. any delay caused by any instructions of the Customer or failure of the Customer to give Imagefarm adequate or accurate information or instructions.
    3. The price of the Products:
      1. excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Imagefarm at the prevailing rate, subject to the receipt of a valid VAT invoice; and
      2. excludes the costs and charges of packaging, insurance and transport of the Products, which shall be invoiced to the Customer.
    4. Imagefarm may invoice the Customer for the Products on the day of supply, being the date goods were despatched.
    5. The Customer shall pay the invoice in full and in cleared funds within 30 Business Days of the date of the invoice, unless agreed otherwise. Time of payment is of the essence.
    6. Imagefarm accept payment by BACS and direct bank transfers only.
    7. If the Customer fails to make any payment due to Imagefarm under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above National Westminster Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
    8. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Imagefarm may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Imagefarm to the Customer.
  8. Terminiation
    1. The Customer may terminate the Contract for a Product at any time before Imagefarm have delivered it. If the Contract is terminated, it will end immediately and Imagefarm will refund any sums paid by the Customer for Products not provided but Imagefarm will deduct from that refund (or, if the Customer has not made an advance payment, charge the Customer) reasonable compensation for the net costs Imagefarm will incur as a result of the Customer ending the Contract. Such sums are payable to Imagefarm immediately on demand as a debt.
    2. Without limiting its other rights or remedies, Imagefarm may terminate the Contract with immediate effect by giving written notice to the Customer if:
      1. 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 7 days of that party being notified in writing to do so;
      2. 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), 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 or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the Customer’s financial position deteriorates to such an extent that in Imagefarm’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    3. Without limiting its other rights or remedies, Imagefarm may suspend provision of the Products under the Contract or any other contract between the Customer and Imagefarm if the Customer becomes subject to any of the events listed in clause 8.i(b) to clause 8.ii(d), or Imagefarm 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.
    4. Without limiting its other rights or remedies, Imagefarm 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 and remains in default not less than 5 Business Days after being notified in writing to make such payment.
    5. On termination of the Contract for any reason the Customer shall immediately pay to Imagefarm all of its outstanding unpaid invoices and interest.
    6. Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
    7. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
  9. Limitation of Liability
    1. Nothing in these Conditions shall limit or exclude Imagefarm’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
      4. any matter in respect of which it would be unlawful for Imagefarm to exclude or restrict liability.
    2. Subject to clause 9.i:
      1. Imagefarm shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
      2. Imagefarm total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products.
  10. Force Majeure
    Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event.
  11. General
    1. Assignment and other dealings.
      1. Imagefarm may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
      2. The Customer may not assign, transfer, mortgage, charge, subcontract, 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 Imagefarm.
    2. Entire agreement.
      1. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
    3. Variation. Imagefarm may revise these terms and conditions at any time and shall notify the Customer in any such event.
    4. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 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 prevent or restrict the further exercise of that or any other right or remedy.
    5. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
    6. Notices.
      1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier, or fax or email.
      2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.vi(a); 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; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
      3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    7. Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
    8. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
    9. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.