Customer: the person, firm or company who purchases the Goods from the Company.
Company: Saharas International Limited (Company number 3124531)
Dispenser: dispenser supplied to the Customer by the Company (including any part or parts of it).
Goods: any goods to be supplied to the Customer by the Company (including any part or parts of them and Dispensers).
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.2 the contract shall be on these conditions to
the exclusion of all other terms and conditions (including any terms or conditions which the
Customer purports to apply).
2.2 These conditions apply to all the Company’s sales and any variation shall have no effect
unless expressly agreed in writing and signed by the Company. The Customer acknowledges
that it has not relied on any statement, promise or representation made or given by or on
behalf of the Company which is not set out in these conditions. Nothing in this condition
shall exclude or limit the Company’s liability for fraudulent misrepresentation.
2.3 Each order or acceptance of a quotation for Goods by the Customer from the Company or
the Company’s representative shall be deemed to be an offer by the Customer to buy Goods
subject to these conditions.
2.4 No order placed by the Customer shall be deemed to be accepted by the Company until
a written acknowledgement of order is issued by the Company or (if earlier) the Company
delivers the Goods to the Customer.
2.5 Any quotation is given on the basis that no contract shall come into existence until the
Company despatches an acknowledgement of order to the Customer. Any quotation is valid
for a period of 30 days only from its date, provided that the Company has not previously
2.6 The quantity of the Goods shall be as set out in the Company’s quotation or acknowledgement
3.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place
at the Customer’s place of business.
3.2 Any dates specified by the Company for delivery of the Goods are intended to be an
3.3 Subject to the other provisions of these conditions the Company shall not be liable for any
direct, indirect or consequential loss (all three of which terms include, without limitation, pure
economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs,
damages, charges or expenses caused directly or indirectly by any delay in the delivery of
the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the
Customer to terminate or rescind the contract unless such delay exceeds 180 days.
4.1 The Company shall not be liable for any non-delivery of Goods (even if caused by the
Company’s negligence) unless the Customer gives written notice to the Company of the
non-delivery within twenty-eight days of the date when the Goods would in the ordinary
course of events have been received.
4.2 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the
Goods within a reasonable time or issuing a credit note at the pro rata contract rate against
any invoice raised for such Goods.
5. CUSTOMER’S OBLIGATIONS
5.1 The Customer agrees to permit the Company and its agents access to the Customer’s
premises in order to install Dispenser(s) and to maintain the same.
5.2 Notwithstanding anything set out herein to the contrary, the Customer acknowledges that
Dispensers at all times remain the property of the Company and shall not encumber or
charge the same.
5.3 The Customer agrees to operate and clean the Dispenser in accordance with the Company’s
instructions from time to time. The Customer agrees to clean the Dispenser every 10 days.
5.4 The Customer agrees not to alter the Goods or labels or stickers attached thereto except in
accordance with the Company’s instructions.
5.5 The Customer agrees not to move the Dispenser from the Customer’s premises and agrees
only to use the Company’s Goods in conjunction with the Dispenser.
5.6 The Customer acknowledges that the Dispenser can be removed by the Company at
the Company’s sole discretion and grants the Company, its agents and employees an
irrevocable licence at any reasonable time to enter any premises where the Dispensers are
located in order to remove the same.
5.7 The Customer agrees to discard nuts on the earlier of the ‘use-by date’ indicated on the
packaging; or within 28 days of the packaging being opened.
5.8 The Customer agrees to comply with all applicable laws and such health and safety
requirements notified to it by the Company from time to time.
5.9 The Customer agrees only to sell the nuts using the dispensers and using no other means.
5.10 The Customer agrees to reimburse the Company in respect of any loss of or damage to the
Dispenser, except fair wear and tear.
5.11 The Customer agrees to maintain the Goods in satisfactory condition.
5.12 The Customer agrees not to use in any trade marks used in connection with the Goods in
any way that might prejudice their distinctiveness or validity or the goodwill of the Company
therein and the Customer agrees that it shall not acquire any rights in respect thereof.
5.13 The Customer shall indemnify the Company in respect of any losses suffered by the
Company or its parent company, Saharas A/S, as a result of a breach by the Customer of
any of the obligations set out in Clause 5.
6.1 The price for the Goods shall be the price set out in the Company’s price list.
6.2 The price for the Goods shall be exclusive of any value added tax the Customer shall pay in
addition when it is due to pay for the Goods.
7.1 Subject to condition 7.4, payment of the price for the Goods shall be made in the currency
stated and at the time set out on the invoice.
7.2 Time for payment shall be of the essence.
7.3 All payments payable to the Company under the contract shall become due immediately on
its termination despite any other provision.
7.4 The Customer shall make all payments due under the contract in full without any deduction
whether by way of set-off, counterclaim, discount, or otherwise.
7.5 If the Customer fails to pay the Company any sum due pursuant to the contract, the
Customer shall be liable to pay interest to the Company on such sum from the due date for
payment at the annual rate of 3% above the base lending rate from time to time of Barclay’s
Bank plc, accruing on a daily basis until payment is made, whether before or after any
8.1 The Company warrants that (subject to the other provisions of these conditions) upon
delivery and for a period of four weeks from the date of delivery, the Goods shall be of
satisfactory quality within the meaning of the Sale of Goods Act 1979.
8.2 The Company shall not be liable for a breach of the warranty in condition 8.1 unless:
(a) the Customer gives written notice of the defect to the Company within five days of the
time when the Customer discovers or ought to have discovered the defect; and
(b) the Company is given a reasonable opportunity after receiving the notice of examining
8.3 The Company shall not be liable for a breach of the warranty in condition 8.1 if:
(a) the Customer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Customer failed to follow the Company’s or its agent’s oral
or written instructions as to the storage, installation, commissioning, use or maintenance of
the Goods or (if there are none) good trade practice.
8.4 Subject to condition 8.2 and condition 8.3, if any of the Goods do not conform with the
warranty in condition 8.1 the Company shall at its option repair or replace such Goods (or
the defective part) or refund the price of such Goods at the pro rata contract rate provided
that, if the Company so requests, the Customer shall, return the Goods or the part of such
Goods which is defective to the Company.
8.5 If the Company complies with condition 8.4 it shall have no further liability for a breach of the
warranty in condition 8.1.
9. LIMITATION OF LIABILITY
9.1 Subject to condition 3, condition 4 and condition 8, the following provisions set out the
entire financial liability of the Company (including any liability for the acts or omissions of its
employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Customer of any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising
under or in connection with the contract.
9.2 All warranties, conditions and other terms implied by statute or common law (save for the
conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent
permitted by law, excluded from the contract.
9.3 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company’s negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude
its liability; or
(d) for fraud or fraudulent misrepresentation.
9.4 Subject to condition 9.2 and condition 9.3:
(a) The Company’s total liability in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise, arising in connection with the
performance or contemplated performance of the contract shall be limited to the contract
(b) the Company shall not be liable to the Customer for any pure economic loss, loss of
profit, loss of business, depletion of goodwill or otherwise, in each case whether direct,
indirect or consequential, or any claims for consequential compensation whatsoever
(howsoever caused) which arise out of or in connection with the contract.
10.1 The Company may assign the contract or any part of it or may subcontract to any person,
firm or company. The Customer acknowledges that the Company may exercise its rights
hereunder using representatives from other organisations.
10.2 The Customer shall not be entitled to assign the contract or any part of it without the prior
written consent of the Company.
11. FORCE MAJEURE
The Company reserves the right to defer the date of delivery or to cancel the contract or
reduce the volume of the Goods ordered by the Customer (without liability to the Customer)
if it is prevented from or delayed in the carrying on of its business due to circumstances
beyond the reasonable control of the Company including, without limitation, acts of god,
governmental actions, war or national emergency, acts of terrorism, protests, riot, civil
commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes
(whether or not relating to either party’s workforce), or restraints or delays affecting carriers
or inability or delay in obtaining supplies of adequate or suitable materials, provided
that, if the event in question continues for a continuous period in excess of 180 days,
the Customer shall be entitled to give notice in writing to the Company to terminate the
12.1 Any waiver by the Company of any breach of, or any default under, any provision of the
contract by the Customer shall not be deemed a waiver of any subsequent breach or default
and shall in no way affect the other terms of the contract.
12.2 The parties to the contract do not intend that any term of the contract shall be enforceable
by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party
12.3 The contract shall be governed by English law and the parties submit to the non-exclusive
jurisdiction of the English courts.
12.4 Notices under this contract to the Company shall be sent to the Company Secretary
Jagtvej 157, 2200 Copenhagen, Denmark.