Crown Pet Foods Limited Trading Criteria

Trading criteria for the supply of ROYAL CANIN®’s Multifunction Veterinary Diet products
CPF seeks to distinguish itself from other pet food manufacturers by creating high-quality pet care products providing a unique and precise nutritional solution responding to the various and specific needs of cats and dogs.

Each of CPF's products is produced using CPF's extensive knowledge of cats and dogs, gained through years of scientific studies and research and development processes. CPF is constantly expanding and improving on its knowledge of cats and dogs and their nutritional needs in order to keep providing them with food that meets their exact dietary requirements. Cats and dogs are at the heart of the formulation process of all CPF products.

CPF produces its products using strict quality and traceability criteria. CPF imposes extremely strict guidelines on itself, in order to guarantee optimal sanitary conditions at its factories. In addition, CPF has strict requirements during all stages of the manufacturing process with a stringent selection of suppliers, extremely detailed checks on the quality of ingredients, complete traceability of all ingredients and a quality monitoring scheme which runs from supply right through to packaging.

CPF’s pet care nutrition products have specific technical, high-quality and unique nutritional characteristics. The nature of such technical products means that their marketing needs to be accompanied by supporting advice, expertise and services geared towards the interest of the well-being and health of cats and dogs. Therefore the distribution of CPF’s pet care nutrition products to end users is subject to certain qualitative requirements.

CPF's ROYAL CANIN® Multifunction Veterinary Diet range is specially formulated to address more than one dietary need of the animal. Products in this range are sold on a personalised basis (meaning they are labeled with the details of the veterinary practice and of the pet owner and pet). For this reason, the sale of ROYAL CANIN®’s Multifunction Veterinary Diet range is carried out by registered veterinary surgeons (MRCVS), as each sale must be accompanied by advice and information necessary for the proper and efficient use of these products. Repeat ordering through the practice reinforces the need for ongoing contact between pets with multiple diseases and the veterinary team.

Terms of supply
In relation to the supply of the Products to the Customer, it is agreed that:

1. such supply shall be subject to the CPF Terms and Conditions of Sale (a copy of which is attached as Appendix 1) as updated by CPF from time to time and the additional Multifunction-specific terms in Appendix 2. In the event of any inconsistency between the terms set out in this letter and the CPF Terms and Conditions of Sale, the former shall prevail;
2. the prices for the Products shall be those set out in CPF's price card, as updated by CPF from time to time. The price card applicable at the date of this letter is set out in Appendix 3

 

APPENDIX 1
CPF TERMS AND CONDITIONS OF SALE

Article 1: Definitions

In these CPF Multifunction Veterinary Diet Products Terms and Conditions of Sale (“Terms and Conditons of Sale”) the following words shall have the following meanings:

• “CPF” means Crown Pet Foods Limited, having its registered office located at Oak Tree Meadow, Blackworthy Road, Castle Cary, Somerset, BA7 7PH, United Kingdom
• “Customer” means a veterinary practice employing at least one veterinary surgeon who is a Member of the Royal College of Veterinary Surgeons (MRCVS) or a registrant of the Veterinary Council Ireland (VCI) ordering Products from CPF
• “Products” means CPF’s range of ROYAL CANIN^® Multifunction Veterinary Diet Products only

Article 2: Scope and General Issues

2.1. These Terms and Conditions of Sale govern the rights and obligations of CPF and the Customer. They apply to all current and future business relations between CPF and its Customers in the version that is current when the order is placed. All orders for Products shall be deemed to be an offer by the Customer to purchase the Products in accordance with these Terms and Conditions of Sale, to the exclusion of any other document.
2.2. These Terms and Conditions of Sale apply without exception. No special conditions may, unless expressly accepted in writing by CPF, prevail over these Terms and Conditions of Sale. In any event, any of the Customer’s terms and conditions of purchase or supply, or any other terms put forward by the Customer, do not apply.
2.3. These Terms and Conditions of Sale, the Customer’s order (but excluding any Customer terms and conditions) and CPF’s acceptance of the order constitute the entire agreement and understanding of the parties with respect to the subject matter.
2.4. CPF reserves the right to modify these Terms and Conditions of Sale from time to time and such amendments will apply to any subsequent orders. The current version of these Terms and Conditions of Sale is available here: [https://www.royalcanin.com/uk/multifunction-tandcs], and can be obtained from your Veterinary Business Manager on request.  The Terms and Condititions applicable to an order for Products shall be the current version as at the date on which the order is accepted by CPF.
2.5. All descriptions and illustrations and in particular of weights and dimensions and functionalities criteria issued by CPF in catalogues, price lists, advertising matter and specifications are by way of general description and approximate and shall not form part of any contract with CPF.
2.6. If any provision of these Terms and Conditions of Sale is found to be invalid or unenforceable, in whole or in a part, the validity of the other provisions and the remainder of the provision in question shall not be affected by that invalidity or unenforceability. 

Article 3: Orders

3.1. No order submitted by the Customer shall be deemed accepted by CPF unless and until confirmed by CPF. CPF shall be free to confirm or reject orders in its sole discretion and shall be entitled to refuse an order from any Customer for any reason.
3.2. By submitting an order, the Customer is agreeing to contract with CPF and agrees unconditionally, accepts and undertakes to observe the provisions of these Terms and Conditions of Sale to the exclusion of any other terms and conditions (including his own conditions of purchase).
3.3. Orders for Products must be placed through CPF's online ordering platform. The Customer must provide all details requested by CPF via the online ordering platform, including details of the Product, the quantity (in whole selling units only), the name of the pet owner and pet (so that the Products can be personalised), and the place of delivery.
3.4. Orders placed by the Customer and accepted by CPF shall be met by CPF only within the limits of its available stocks. CPF accepts no liability for any claims or damages whatsoever, in the event of stock outage or unavailability of Products. Notwithstanding this, the Customer will not be required to pay for Products it has ordered but not received due to stock outage or unavailability.
3.5. CPF reserves the right to modify at any time before accepting an order and without prior notice the Products displayed in its catalogues.
3.6. Once an order has been placed by a Customer and accepted by CPF, it cannot be transferred from the Customer to another person without CPF’s prior agreement.

Article 4: Prices

4.1. All prices set out in CPF’s documents are stated in Pounds Sterling (UK) or Euros (Ireland) and are exclusive of VAT which shall be payable by the Customer at the rate applicable at the date of invoice.
4.2. Prices for the Products will be as quoted in CPF’s price lists from time to time. The price lists are for information purposes only and are subject to change at any time without prior notice. The current price lists can be obtained from your Veterinary Business Manager on request. It is the responsibility of the Customer to check the current price lists to verify the applicable price prior to placing an order for Products.
4.3. The price payable for the Products shall be the price stated in CPF’s price lists as at the date on which the order is accepted by CPF.

Article 5: Conditions of payment

5.1. Unless otherwise agreed by CPF in writing, full and complete payment of the price and VAT shall be made in Pounds Sterling (UK) or Euros (Ireland) within 20 days of the date of CPF's invoice. Alternatively, the Customer may make payment of the price less 3%, together with VAT, by making payment within 10 days of the date of CPF's invoice by direct debit.
5.2. A payment is considered effective at the date on which funds are made available to CPF by the Customer.
5.3. Any invoice unpaid at the due date is subject to interest, automatically and without prior notice, at a rate of 8% per annum above the base rate from time to time of Lloyds Bank plc. Interest for late payment shall be calculated on the total price of the delivered Products including taxes. Unless otherwise agreed, the amount of interest on arrears shall be automatically set-off against all discounts, refunds, reductions due by CPF to the Customer.
5.4. Failure by the Customer to pay any invoice by the due date will result, as of right and without any formalities, in the Customer's immediate liability to pay all sums (including those not yet due) owed by the Customer to CPF.
5.5. In the case of late payments or unpaid amounts, CPF reserves the right to suspend all deliveries and to cancel all orders in progress, without paying any compensation to the Customer and reserving the right to claim damages from the Customer to compensate for the loss suffered.
5.6. Under no circumstances may payments due to CPF be either suspended or subjected to any reduction or compensation without CPF’s prior written consent.

Article 6: Deliveries and Delivery deadlines

6.1. Any specific conditions relating to delivery of the Products shall be stated in the order confirmation.
6.2. Any time for delivery quoted by CPF is indicative only and shall not be regarded as a strict deadline and the time of delivery is not of the essence. The dates of delivery are given based upon CPF’s information and best judgement at the time and are dependent upon the receipt in due time by CPF of all the elements (including all relevant information) it requires to be provided by the Customer. CPF shall not be responsible for any delay in delivery of the Products caused by the Customer’s failure to provide CPF with all relevant information and instructions.
6.3. Except in case of CPF’s wilful misconduct or gross negligence, the Customer shall not be entitled to use any late delivery as a justification for cancelling the sale, rejecting the Products, withholding of sums or claiming any compensation. CPF shall not be liable for any loss or damage whatsoever due to failure to deliver the Products on time.
6.4. The Products shall be delivered either to the Customer at the Customer's address or to the address of the relevant pet owner, as communicated by the Customer to CPF. In each case, the Customer shall make all arrangements necessary to take delivery of the Products, notwithstanding that the Products may be delayed in their delivery.
6.5. Where the Products are to be delivered to the Customer's address, unless otherwise agreed, CPF shall deliver the Products to the Customer at the entrance to the Customer's premises and shall not be responsible for transporting them into the premises.
6.6. CPF is entitled to carry out partial deliveries. If partial deliveries are made, CPF shall be responsible for any additional shipping costs. If the Customer requires partial deliveries, it shall bear all the resulting additional costs, taxes and expenses.
6.7. The Products shall be delivered in the type, form, mixtures and amounts indicated on CPF’s confirmation of the order. Information provided in CPF’s catalogue does not represent any kind of guarantee. CPF has the right to make modifications to the Products prior to accepting an order, without prior notification, as long as the quality of the Products being supplied is not adversely affected. CPF will give notice of any modifications to the Customer as soon as reasonably practicable.
6.8. The Customer shall take delivery of the Products notwithstanding that the quantity so delivered shall be greater or less than the quantity ordered provided that: (i) such discrepancy in quantity shall not exceed 5%; and (ii) the price shall be adjusted in relation to such discrepancy. For the avoidance of doubt, the Customer will only be required to pay for Products it has received.
6.9. If the Customer fails to accept the Products or to accept them on time or otherwise causes or requests a delay, CPF will be entitled to store and redeliver the Products at the Customer’s expense and risk or (to be decided on its own discretion)  sell them to a third party.
6.10. The Customer has no right or title to any of the pallets accompanying the Products sold by CPF. The Customer shall not dispose of them, and shall return them to CPF in substantially the same condition as when delivered in strict accordance with any mutually agreed pallet pool system in operation at the time.
6.11. The time for delivery will be extended by the amount of time by which the contract is delayed through force majeure as defined in Article 11 hereinafter.

Article 7: Passing of risks and Retention of Title

7.1. The risk in Products shall pass to the Customer immediately upon their delivery.
7.2. Notwithstanding delivery and passing of the risk, all Products delivered by CPF remain the full property of CPF until the time of full payment of the price and VAT by Customer.
7.3. The Products may be recovered at any time by CPF – at the expense of the Customer – in the case of non-performance of obligations by the Customer (without prejudice to the payment to CPF of any damages). CPF and his transportation agent consequently shall be authorised to access the premises of the Customer to seize the Products which are the subject of the retention of title. This procedure is not exclusive of other legal actions or proceedings which CPF may decide to initiate.
7.4. In the case of resale by the Customer of the Products for which title is still held by CPF, the Customer agrees to immediately pay the balance of the remaining price owed to CPF, and until such time hold the proceeds of such resale on trust for the benefit of CPF.  
7.5. The Customer undertakes to inform CPF immediately about any levy of execution or other impairment of the Products by third parties where CPF retains the title to the Products.

Article 8: Receipt – Times for claims to be made – Returns

8.1 Upon receipt of the Products, the Customer shall immediately inspect the Products, their packaging and the content and promptly inform the carrier of any omissions and/or visible damage.
8.2. In any event, any complaint relating to visible defects, missing items, partial loss or any other non-conformity of the delivered Products ("Defective Products") (except for latent defects), must be lodged by the Customer by email to CPF within two (2) business days of being delivered. The absence of a claim within the specified time deprives the Customer of the right to invoke a missing item, partial loss and/or visible damage or any other non-conformity of the Products delivered (except for latent defects), and the Customer will be deemed to have accepted all of the Products delivered.  
8.3. The Customer shall comply with any product hold or retrieval procedures notified to the Customer by CPF from time to time.  
8.4. The Customer shall provide CPF with all evidence (including photographic evidence) regarding Defective Products reported and shall afford CPF an opportunity to inspect the Defective Products within a reasonable time following delivery and before any use is made of them. Only where requested by CPF for the purposes of such inspection, the Customer shall return the Defective Products to CPF. Carriage costs for the return of Products shall be at the Customer’s expense unless CPF’s liability for the Defective Products is established.  
8.5. A claim made under this Article 8 shall not discharge the Customer from the Customer's obligation to pay for the Products irrespective of whether the claim is justified.
8.6. If the claim for a Defective Product is legitimate and was lodged by the Customer with the carrier and CPF within the aforementioned two (2) business days, CPF's only liability is to replace the Defective Product and is not liable for any refund, price reduction, damages or termination of the sale.
8.7 Except as set out in Article 8.2, delivered Products cannot be returned to CPF without its prior written agreement. No credit will be given to the Customer for unauthorised returns and any costs incurred by CPF in handling or disposing of the Products shall be borne by the Customer.
8.8. The Customer shall notify CPF of any non-delivery of a whole consignment of Products within 5 days of the dispatch of any invoice.

Article 9: Liability and warranties

9.1. Subject to the remainder of this Article, CPF warrants that the Products will be of satisfactory quality (as defined in the Sale of Goods Act 1979). They will also comply with all statutory requirements and regulations applicable to such Products for sale in the United Kingdom and Ireland, as applicable depending on the location of the Customer.
9.2.  In respect of defects notified to the Customer by third parties and for which CPF is liable, CPF's responsibility will be limited to that described in Article 8.6 above and to indemnifying the Customer against any Court award made against it for damages, or other financial settlement, in favour of a person dealing as a consumer (as defined in section 2(3) of the Consumer Rights Act 2015) in respect of personal injury, death or damage to property provided that the Customer notifies CPF immediately of any such claim or complaint and that the Customer provides the following information relating to the defective Products:
•    the manufacturer's code on the Product;
•    the best before date code;
•    description of Product and size;
•    the pallet number (if applicable);
•    if relevant, whether the Customer admits liability; and
•    if relevant, that the Customer will take such steps to defend, settle or otherwise deal with the claim or complaint as CPF reasonably directs.

9.3. Nothing in these Terms and Conditions of Sale excludes or limits any liability of CPF which may not be limited or excluded under applicable law.
9.4. Save as expressly set out in these Terms and Conditions of Sale, all warranties or conditions, whether express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
9.5. Subject to Article 9.3, CPF shall in no circumstances be liable for:
(i)    loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill (in each case whether direct or indirect); or
(ii)    any indirect or consequential loss, howsoever arising, whether through negligence, misrepresentation, breach of any statutory duty, breach of contract or otherwise.
9.6. Subject to Article 9.3, CPF’s total liability to the Customer for any one claim shall not exceed an amount equal to the total value of all orders placed by the Customer during the period of 12 months immediately preceding the claim.
9.7. CPF shall not be liable for Products whose recommended date of sale or use has passed when the Customer supplies them to its customer or for any deterioration in Products arising as a result of the Customer's act or default which occurs after such Products have been delivered to the Customer, and the Customer shall not sell such Products. The Customer shall take all reasonable steps to reduce risks to health or safety caused in storage or exposure for sale of the Products and observe any reasonable handling or storage instructions CPF may give from time to time.
9.8. Subject to Article 9.3, CPF shall not be liable for any claim or defect arising in relation to Products delivered, or an invoice issued, more than 12 months before the date such claim is received by CPF.

Article 10: Industrial and Intellectual Property Rights, Confidentiality and Data Protection

10.1. All design, trademark, copyright and other industrial or intellectual property rights of CPF of whatever nature in respect of the delivered Products, any of their constituent parts, their packaging or other material supplied with the delivered Products shall remain the absolute property of and vested in CPF or entitled third parties. These rights are not transferred to the Customer by virtue of the contract with CPF. The delivery of an article cannot be deemed to constitute an explicit or implicit license for the Customer to use, reproduce and release to third parties the industrial and intellectual property rights, unless CPF has given express written consent to that effect.
10.2. The Customer will immediately alert CPF if a third party infringes or threatens to infringe the industrial or intellectual property rights of CPF.
10.3. The Customer is obliged to protect the confidentiality of all information that comes to his notice about CPF, even if that information is not sufficiently designated as being confidential, and to stipulate the same respect to staff members and third parties involved in any way in the execution of the contract.

Article 11: Force majeure

11.1. For the purposes of these Terms and Conditions of Sale, force majeure refers to any unforeseen circumstance beyond CPF’s reasonable control, including (without limitation) strikes, lockouts, lack of raw materials, terrorism, accidents, technical incidents, disruption on the transport links, fire, floods, uprising, delayed delivery to CPF of goods or services ordered from third parties, whether these incidents affect CPF, its subcontractors or those of its subcontractors.
11.2. If CPF is prevented, hindered or delayed by any event of force majeure in the performance of any of its obligations under these Terms and Conditions of Sale or any order, CPF’s obligations under the same shall be deemed suspended until the force majeure event has ceased. If the force majeure continues for more than 30 days, CPF shall be entitled to terminate any affected order without liability. Such termination shall not affect CPF’s entitlement to payment for any part of the order which has already been fulfilled as at the date of termination.

Article 12: Termination and rescission

CPF reserves the right to terminate the contract at its own discretion, whilst retaining all rights to compensation for costs, damages and interest, by means of a written notification to that effect and without prior notice of default, announcement or legal intervention being required, in full or in part with immediate effect, if:
(i)    the Customer fails to meet one or more of his obligations under or otherwise related to these Terms and Conditions of Sale (or any order made under them) or to meet them on time or in full, or if it is established that full compliance is impossible; or
(ii)    the Customer becomes insolvent or enters into liquidation or receivership or is the subject of an application for an administration order or suffers an administrative receiver to be appointed in relation to the whole or any part of its assets or makes a composition or arrangement with its creditors or suffers any judgement to be executed in relation to any of its property or assets.

Article 13: Data protection

13.1. For the purposes of this Article, "Controller", "Data Subject", "Personal Data", "Personal Data Breach" and "process/processing" shall have the meaning set out under Data Protection Laws, or where not specifically defined under Data Protection Laws, the same meaning as analogous terms in those Data Protection Laws. "Data Protection Laws" means all laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR (which means the United Kingdom General Data Protection Regulation, as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018) and the Data Protection Act 2018.
13.2. When submitting an order, the Customer will share certain Personal Data concerning the pet owner (notably his or her title, first name, last name, email and postal address, phone number and details relating to his or her pet) with CPF for the purpose of selling the Products on a personalised basis. CPF will process the pet owner’s Personal Data in accordance with Mars’ Privacy Statement.
13.3. In this context, and on the understanding that the Customer and CPF will each be considered independent Controllers of the Personal Data which is acquired and/or shared under these Terms and Conditions of Sale, the Customer and CPF agree that they will:
(i)    not be acting as joint Controllers;
(ii)    each ensure full compliance with Data Protection Laws in respect of their respective processing of Personal Data;
(iii)    avoid doing anything that might put the other party in breach of its data protection obligations pursuant to Data Protection Laws;
(iv)    reasonably assist the other party with its own compliance with Data Protection Laws where necessary and where they are in a position to do so; and
(v)    immediately notify each other if they know, discover or reasonably believe that there has been a Personal Data Breach involving Personal Data processed under these Terms and Conditions of Sale.
13.4. As the party that collects the Personal Data from the pet owner, the Customer represents, warrants and undertakes that it will:
(i)    ensure that the collection and processing of the pet owner’s Personal Data comply with Data Protection Laws, including by having a lawful basis (which includes obtaining consent, where required) and providing prior notice in order to collect and provide Personal Data to CPF and / or applicable third parties;
(ii)    cooperate with CPF, upon request, in relation to CPF’s obligation under Data Protection Laws to give notice to (and, where required, obtain consent from) the pet owner in relation to the Personal Data processed by CPF in connection with these Terms and Conditions of Sale;
(iii)    not make any use of the pet owner’s Personal Data on behalf of CPF;
(iv)    indemnify, defend and hold CPF harmless in case of any claim or legal action from a pet owner in relation to any use of his/her Personal Data by the Customer on behalf of CPF; and
(v)    immediately notify CPF in the event that the Customer is in breach of Data Protection Laws or is no longer able to comply with any of these Terms and Conditions of Sale.
13.5 Unless otherwise stated in these Terms and Conditions of Sale, the Customer’s Personal Data will be processed by CPF in accordance with Mars’ Privacy Statement.

Article 14: Governing Law and Jurisdiction

14.1. These Terms and Conditions of Sale, any sales hereunder and any dispute or claim arising out of or in connection with these Terms and Conditions of Sale shall be governed and construed in accordance with the law of England and Wales.
14.2. All claims or disputes arising out of or in connection with these Terms and Conditions of Sale or relating to sales hereunder shall be submitted to the exclusive jurisdiction of the English Courts.

APPENDIX 2
SPECIFIC TERMS AND CONDITIONS OF SALE FOR THE MULTIFUNCTION PRODUCTS

The following definitions apply in replacement of the equivalent definitions set out in Appendix 1:

 “Customer” means a veterinary practice employing at least one veterinary surgeon who is a     Member of the Royal College of Veterinary Surgeons (MRCVS) ordering Products with CPF

 “Products” means CPF's range of ROYAL CANIN® Multifunction Veterinary Diet products only

Article 3.3 in Appendix 1 is deleted and replaced with the following:

 Orders for ROYAL CANIN®’s Multifunction Veterinary Diet Products must be placed through CPF's online ordering platform. The Customer must provide all details requested by CPF via the online ordering platform, including details of the Product, the quantity (in whole selling units only), the name of the pet owner and pet (so that the Products can be personalised), and the place of delivery.

Article 6.3 in Appendix 1 is deleted and replaced with the following:

 The Products shall be delivered either to the Customer at the Customer's address or to the address of the relevant pet owner, as communicated by the Customer to CPF. In each case, the Customer shall make all arrangements necessary to take delivery of the Products. Notwithstanding that the Products may be delayed in their delivery the Customer will in each case make all arrangements necessary to take delivery of the Products.

APPENDIX 3
CURRENT PRICE CARD
Separately supplied