Birds Eye - Trade Terms

APPLICATION – All sales of Birds Eye goods (“Goods”) are made on contracts governed by these Terms and Conditions only and no other warranties, conditions or representations are made by Birds Eye to any purchaser. For the purposes of these Terms and Conditions, “Birds Eye” refers to the Birds Eye contracting entity designated by the invoice to which the Goods relate. Deliveries of Goods to purchasers in Great Britain will be made under contracts with Birds Eye Limited (registered number 00343496) registered at Forge, 43 Church Street West, Woking GU21 6HT, England. Deliveries of Goods to purchasers in Ireland will be made under contracts with Birds Eye Ireland Limited (registered number 104228) registered at IDA Industrial Estate, Monread Road, Naas, Co. Kildare W91 HE67. Deliveries of Goods to purchasers in Northern Ireland may be made under contracts with Birds Eye Limited or Birds Eye Ireland Limited. Birds Eye reserves the right to alter these Terms and Conditions. No alteration is valid unless contained in a letter signed on behalf of Birds Eye by an authorised signatory.

PRICES – All prices for Goods are subject to change without notice. Goods will be invoiced at the prices applying at date of delivery. Prices are contingent on the application of these Terms and Conditions and include delivery DDP (Incoterms 2020) UK or Ireland location unless otherwise notified to the purchaser by Birds Eye.

VALUED ADDED TAX – Prices are exclusive of VAT, which shall be added to all invoices at the appropriate rate.

DISCOUNTS, TRADE INVESTMENT AND PROMOTIONAL FUNDING – Birds Eye may, in its sole discretion, make available price discounts, trade investment or promotional funding in return for fulfilment of specified marketing and promotional initiatives by the purchaser which are subject to additional conditions as notified by Birds Eye. If, in the sole opinion of Birds Eye, the purchaser does not fulfil those conditions, Birds Eye shall be entitled, at its discretion, to either withhold any payments yet to made or claim a pro rata rebate of any sums paid.

ORDERS – Unless otherwise agreed in writing, Birds Eye will not accept orders for less than Birds Eye’s relevant minimum order quantity, delivered palletised to a single delivery point. An order may be made up wholly of one stock keeping unit (“SKU”) or a combination of SKUs, but the minimum quantity of each SKU will be no less than one layer. All orders must be for delivery taken at one place in one consignment.

CANCELLATION – Any order or portion thereof may be cancelled by Birds Eye should manufacture or delivery of the Goods be discontinued, hindered or prevented for any reason.

DELIVERY AND RETURNS – Delivery times are estimates only and Birds Eye shall not be liable for late delivery. The purchaser shall facilitate unloading directly into a cold storage facility; failure to do so may prejudice any subsequent claim for damaged or defective Goods. Birds Eye does not operate a sale or return policy. Goods may only be returned following written approval by Birds Eye and organised locally between the purchaser depot and Birds Eye’s carrier.

PALLETS – Goods will be delivered on industry standard pallets leased from such pallet providers as Birds Eye may designate from time to time. Birds Eye will advise the pallet provider of all deliveries and pallets left at the delivery point. Purchasers shall comply with Birds Eye’s “one way trip” arrangement and make all pallets available for collection by the pallet provider. Pallet configurations are subject to change as required by Birds Eye.

DAMAGES AND DEFECTIVES – Notification of any damages or shortages must be given to Birds Eye’s carrier on delivery by annotating the proof of delivery note. Unless such notification is given, the Goods will be deemed to have been accepted and may not subsequently be rejected or claimed for by the purchaser. Birds Eye must be notified in writing of defective Goods within 4 weeks of the date of delivery.

WARRANTIES – All Goods supplied hereunder are at the time of delivery guaranteed to conform in every respect with the requirements of the Food Safety Act 1990 (as amended) for Goods sold in the United Kingdom or Food Safety Authority of Ireland Act 1998 (as amended) for Goods sold in Ireland.

LIMITATION OF LIABILITY – Birds Eye shall not be liable for any administration charges, indirect or consequential losses or loss of profit suffered by the purchaser as a result of any breach or fault of Birds Eye or in the Goods. Birds Eye’s total liability to the purchaser, whether in contract, tort (including negligence) or otherwise, for any loss or damage arising out of or in connection with or resulting from the manufacture, sale, delivery, resale, replacement or use of any of the Goods will in no case exceed the monies paid by the purchaser to Birds Eye for the relevant Goods. Birds Eye will be entitled to replace such Goods in settlement of its liability. This does not exclude or restrict Birds Eye’s liability for death or personal injury as a result of its negligence.

ARTICLE NUMBERING – The printing of bar codes on packs by Birds Eye is not the subject of any contract between Birds Eye and the purchaser. Birds Eye will endeavour to observe the rules of GS1-UK but will not be liable to the purchaser (whether for negligence or otherwise) for any loss, damage or expense attributable to the absence of or error in such bar code printing.

PAYMENT TERMS – Birds Eye’s standard payment terms are 30 days from date of invoice. “Cleared funds” payments of Birds Eye’s invoices shall be made direct into Birds Eye’s bank account in full, without any deductions whatsoever and in accordance with the payment terms quoted on the front of such invoice. Birds Eye reserves the right to revise payment terms upon written notice to the purchaser. Without prejudice to the foregoing, the purchaser’s remittance advice must quote any credit note numbers being used as part payment, and/or provide details of any claim for promotional funding sufficient to enable Birds Eye to verify said claim.

NON-PAYMENT - In the event that cleared funds are not received by Birds Eye in accordance with the applicable payment terms, Birds Eye reserves the right to make charges for late payment in accordance with the relevant statutory amount in force at such time and for any administrative costs incurred. Furthermore, Birds Eye shall, in its sole discretion and without prejudice to any right or remedy available to it:

1. have the right to cancel or suspend any further delivery in respect of any order to the purchaser;
2. be entitled, without notice to the purchaser, to set off any amounts it is due to pay to the purchaser against the overdue amounts owing by the purchaser; and/or
3. be entitled to require payment on account for any future orders until cleared funds are received.

CLAIMS – All claims, queries and invoices must be presented to the Birds Eye Sales Accounts Department at the address stated on the invoice within one year of the date of delivery of the Goods to which the claim, query or invoice relates, complete with all relevant supporting data.

AUDIT CLAIMS – All aged claims identified by the purchaser’s audit processes must be submitted with all supporting data to Birds Eye no later than the end of the purchaser’s financial year in which falls the second anniversary of the delivery date of the Goods to which the claim, query or invoices relates.

Claims which are resolved in favour of the purchaser will be credited to the purchaser's sales ledger account by way of a credit note.

OWNERSHIP AND RISK – Until payment in full has been received by Birds Eye, full legal and beneficial ownership of the Goods will remain with Birds Eye but the risk and all liability to third parties in respect of the Goods shall pass to the purchaser on delivery. The purchaser must store the Goods (at no cost to Birds Eye) in good condition, clearly identifiable as Birds Eye’s property, and separately from all other goods in the purchaser’s possession. The purchaser shall insure the Goods for their full replacement value for the period from delivery to the date when title passes to the purchaser.

RESALE OF GOODS - The purchaser may sell the Goods in the normal course of its business but in a fiduciary capacity shall hold and pursue claims for the proceeds of their sale equal to the price of the Goods for Birds Eye’s account. Any such sale or dealing shall as between the purchaser and its customer be a sale or use of Bird Eye’s property on the purchaser’s own behalf, and the purchaser shall deal as principal when making such a sale or dealing and not as an agent. Resale prices are at the sole discretion of the purchaser at all times. Notwithstanding any purported contrary apportionment by the purchaser, all payments by the purchaser to Birds Eye shall be apportioned first to the Goods which have been resold by the purchaser and then to Goods which remain in the possession of or under the control of the purchaser.

REPOSSESSION OF THE GOODS - If the purchaser fails to make any payment due to Birds Eye within 14 days after it falls due, or if any distress or execution is levied on any of the Goods in the possession of the purchaser, or if the purchaser offers to make any arrangement with its creditors, or commits an act of bankruptcy, or if a petition of bankruptcy is presented against it, or if the purchaser is unable to pay its debts as they fall due, or if a resolution or petition to wind it up is passed or presented, or if a receiver, administrator, administrative receiver or manager is appointed (or if documents are filed with the Court for the appointment of an administrator or if notice of intention to appoint an administrator is given by the purchaser or its directors) over some or all if its business, or if a judgment is presented against the purchaser which is not paid within 7 days, all sums outstanding in respect of the Goods shall become payable to Birds Eye immediately. If the purchaser commits any act or default which entitles Birds Eye to exercise these rights, Birds Eye shall (without prejudice to any of its other rights and remedies) have the right to repossess and use the Goods. For this purpose, Birds Eye may enter any premises or vehicles owned, occupied or controlled by the purchaser where the Goods are reasonably thought to be to remove them, and the purchaser gives Birds Eye irrevocable authority to enter its premises or vehicles without notice, and any rights of the purchaser to sell, dispose or deal with the Goods shall immediately cease.

THIRD PARTY INTERMEDIARIES - In the event that the purchaser also orders goods made by Birds Eye (or any Nomad Foods Limited group company) from a third party intermediary, notification of any damages or shortages of the goods, or any loss damage or liability which arises in respect of those goods, must be made to the third party and dealt with in accordance with such third party’s terms and conditions. Birds Eye shall not be held liable for such goods

FORCE MAJEURE – Birds Eye shall not be liable to the purchaser for any loss or damage whatsoever caused by delay in the performance of, or non-performance of, any obligation of Birds Eye in relation to the Goods or any part thereof where such delay or non-performance is due to any cause beyond Birds Eye’s reasonable control including, without limitation, strikes or breakdown in machinery.

WAIVER – No delay in exercising or non-exercise by Birds Eye of any of its rights under or in connection with these Terms and Conditions shall operate as a waiver or release of that right or any other right. Rather, any such waiver or release must be specifically granted in writing signed by an authorised signatory of Birds Eye.

APPLICABLE LAW AND JURISDICTION – Contracts for the sale of Goods in the United Kingdom shall be governed in every respect by the laws of England and Wales and subject to the exclusive jurisdiction of the Courts of England and Wales. Contracts for the sale of Goods in Ireland shall be governed in every respect by the laws of Ireland and subject to the exclusive jurisdiction of the Courts of Ireland.

GSCOP (UK DELIVERIES ONLY) – If you are a Designated Retailer in the United Kingdom then the Groceries Supply Code of Practice (“GSCOP”) shall be incorporated into these Terms and Conditions in its entirety and in the event of any inconsistency between the terms of GSCOP and these Terms and Conditions, then these Terms and Conditions shall take precedence.

S.I. No. 625/2023 (IRELAND DELIVERIES ONLY) – If you are a buyer in Ireland for the purposes of the Agricultural and Food Supply Chain (Unfair Trading) Regulations 2023 (“Regulations”), in the event of any inconsistency between the terms of the Regulations and these Terms and Conditions, then these Terms and Conditions shall take precedence to the extent legally permissible.

UK INTERNAL MARKET SCHEME - Birds Eye Limited is authorised under the UK Internal Market Scheme, pursuant to which it is required to provide assurance that Goods brought into Northern Ireland are ‘not at risk’ of moving into the Republic of Ireland and the EU. The purchaser confirms that Goods delivered by Birds Eye to Northern Ireland delivery points designated by the purchaser are intended for sale and consumption within Northern Ireland, that the Goods will not enter the Republic of Ireland and the EU and that the purchaser will inform Birds Eye without delay if any changes occur in future that may influence this declaration.