The Contract shall be governed by the Dalytrading Trade Terms, except where those terms are specifically modified by the conditions set out herein. In the event of any inconsistency between the Dalytrading Trade Terms and these Terms and Conditions of Sale, these Terms shall prevail.

(a) For transactions designated as “Ex-Store” sales, the risk of loss of, or damage to, the Goods transfers to the Buyer at the point when the Seller releases the Goods from cold storage into the Buyer’s account.

(b) For all other transactions, the risk of loss of, or damage to, the Goods passes to the Buyer upon delivery. If the Buyer fails or refuses to take delivery at the agreed time, risk shall transfer at the moment the Seller tenders delivery, regardless of acceptance.

Notwithstanding delivery, the transfer of risk, or the granting of credit terms, legal and beneficial ownership of the Goods shall remain with the Seller until the Seller has received payment in full, in cleared funds, for all Goods supplied under the Contract.

Ownership will transfer to the Buyer only upon:

(1) full settlement of the purchase price in respect of the Goods; or
(2) the Buyer’s onward processing or resale of the Goods,whichever occurs first.

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The Buyer shall not be entitled to any reduction, refund, or compensation in respect of the price of the Goods, nor to make any claim relating to shortage in weight and/or partial non-delivery, unless the following conditions are met:

Ownership will transfer to the Buyer only upon:

(1) Initial Notification – The Buyer must notify the Seller in writing within 48 hours of delivery of the Goods, providing a brief description of the claim.
(2) Formal Confirmation – A fully documented claim, including all supporting details, must be submitted to and received by the Seller within 10 days of the date of delivery of the Goods.

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Without prejudice to, the Buyer shall not be entitled to compensation, a price reduction, or a refund in respect of any alleged weight shortage unless, at the time of submitting the claim, the entire parcel of Goods is made available for reweighing by the Seller or by an authorised representative acting on the Seller’s behalf.

For the purposes of this Contract, the Goods shall be considered delivered at the earliest of the following events:

(1) when the Goods are physically received at the Buyer’s premises;
(2) when the Goods are placed under the Buyer’s control in a cold store; or
(3) when the Goods are delivered directly to the premises of the Buyer’s customer.

The Buyer shall have no right to compensation, refund, price adjustment, credit, or other remedy in respect of the condition, description, or quality of the Goods unless a written claim is submitted to the Seller within the relevant notification period set out below. Such notification must provide full details of the claim.

For the purposes of this clause, the notification periods are defined as follows:

(1) Fresh meat: within 24 hours of delivery
(2) Chilled vacuum-packed or Cryovac meat: within 7 days of delivery
(3) Frozen meat: within 14 days of delivery

This clause shall not apply to claims arising from official condemnation of the meat by the appropriate authorities.

The Buyer shall not be entitled to compensation, refund, price adjustment, or any other claim in respect of condemnation of the Goods unless the following conditions are met:

For the purposes of this clause, the notification periods are defined as follows:

(1) Advance Notification – The Buyer must provide written notice to the Seller (by email or other agreed written form) of any proposed condemnation before the Goods are formally condemned.
(2) Formal Confirmation – The Buyer must confirm the condemnation in writing, supplying full supporting details, within the applicable notification period set out below.

For the purposes of this clause, the applicable notification periods are:

For any products supplied by Daly Trading Holdings Ltd under a contract of sale, where a formal credit note is issued due to the Goods failing to meet food safety or quality standards, the following applies:

(1) The company named on the credit note shall be regarded as the Food Business Operator and is solely responsible for the proper disposal of the affected products.
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(2) Disposal must be carried out either through a licensed food waste operator or by placing the products in the appropriate Category 2 container, in accordance with applicable regulations.
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(3) Dalytrading accepts no responsibility for the disposal of products once the Goods have been sold and any related credit note issued.

Unless otherwise agreed in writing, payment for all invoices is due within 28 days from the date of issue. For transactions conducted on a C.I.F. (Cost, Insurance, and Freight) basis, payment shall be made in full upon presentation of the relevant shipping and transactional documents.

Where Daly Trading Holdings Ltd has received notification of a valid claim regarding the Goods—whether relating to defects in quality, description, condition, failure to meet agreed specifications, or official condemnation (subject always to the Terms and Conditions of this Contract)—the Seller may, at its sole discretion:

(1) Replace the Goods (or the affected portion thereof) at no additional cost to the Buyer; or
(2) Refund the price of the Goods (or the relevant proportion or part).

Except as provided above, Dalytrading shall have no further liability to the Buyer in connection with the claim.

Except in cases of death or personal injury resulting from the Seller’s negligence, Daly Trading Holdings Ltd shall not be liable to the Buyer for:

(1) Any consequential or indirect loss or damage, including (without limitation) loss of profit, business, revenue, or goodwill;
(2) Any costs, expenses, or claims for compensation arising from the supply, use, or resale of the Goods; or
(3) Any liability arising from representations, implied or express warranties, conditions, or other terms, whether under this Contract or at common law.

This limitation applies regardless of whether liability arises from negligence, breach of contract, or otherwise, except as expressly provided in this clause.

Daly Trading Holdings Ltd shall not be liable to the Buyer, nor be deemed to be in breach of this Contract, for any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods where such delay or failure is caused by circumstances beyond the Seller’s reasonable control.

Such circumstances may include, without limitation, acts of God, natural disasters, fire, flood, epidemic, governmental restrictions, industrial disputes, transportation or supply chain interruptions, or any other event outside the reasonable control of Dalytrading.

The provisions of this clause shall form Dalytrading’s Force Majeure Policy, which applies to all contracts and supersedes any prior external references or templates.

If the Buyer:

Enters into any voluntary arrangement with its creditors,
Becomes subject to an administration order,
If an individual or partnership) becomes insolvent,
If a company) goes into liquidation, other than for the purpose of amalgamation or reconstruction,
Has any of its goods seized by an encumbrancer, or a receiver, administrative receiver, or similar officer appointed over any of its assets,
Ceases, or threatens to cease, trading, or the Seller reasonably anticipates that any of the above events may occur and notifies the Buyer accordingly,

then, without prejudice to any other rights or remedies available, Daly Trading Holdings Ltd shall have the right, at its sole discretion, to:

(1) Cancel the Contract and/or suspend further deliveries under the Contract, without liability to the Buyer.
(2) Require immediate payment for all delivered Goods, regardless of any prior agreement or arrangement to the contrary.
(3) Reclaim possession of Goods from the Buyer’s premises, where title remains with Dalytrading until full payment is received.

Any notice or communication required or permitted under these Terms and Conditions shall be made in writing and addressed to the other party at its registered office or principal place of business, or to such other address as may have been notified in writing to the sending party in accordance with this clause.

For the avoidance of doubt, all notices to Daly Trading Holdings Ltd shall be directed to the above registered office unless otherwise notified in writing.

The failure or delay of Daly Trading Holdings Ltd to enforce any provision of this Contract, or to act upon any breach by the Buyer, shall not be construed as a waiver of that provision or of any subsequent breach, whether of the same or any other term of the Contract.‍

If any provision of these Terms and Conditions is determined by a competent authority to be invalid, unlawful, or unenforceable, in whole or in part, the validity and enforceability of the remaining provisions shall not be affected. The remaining provisions shall continue to apply in full force and effect to the extent permitted by law.‍

These Terms and Conditions, and any contract entered into under them, shall be governed by and construed in accordance with the laws of England and Wales. Any dispute, controversy, or claim arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.‍

Daly Trading Holdings Ltd
Camburgh House,
New Dover Road,
Canterbury, Kent,
CT1 3DN,
United Kingdom‍