EN ROUTE GENERAL TERMS & CONDITIONS OF SALE
These En Route General Terms & Conditions of Sale shall apply to all Agreements for the sale of Goods by En Route to the Customer (B2B) unless otherwise agreed in writing between the Customer and a director of En Route.
1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions, the following words have the following meanings:
“Agreement” means the agreement for the purchase and sale of the Goods in accordance with these Conditions.
“Conditions” means En Route General Terms and Conditions of Sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and a director of En Route.
“Customer” means the company and/or organisation whose order for the Goods is accepted by En Route.
“En Route” or “ER” means the respective entity of the En Route Group, with which the Customer concludes the Agreement. Entities of the En Route Group are En Route International Limited, Assurant House, 6-12 Victoria Street, Windsor, SL4 1EN, United Kingdom, and its subsidiaries En Route International USA Inc, En Route International Australia Pty Ltd, En Route Belgium NV, En Route International General Trading L.L.C., and En Route International Limited (Hong Kong). Further details of the subsidiaries are shown under “Our Locations” on ER’s website www.en-route.com.
“En Route’s Privacy Policy” means ER’s Privacy Policy available on ER’s website www.en-route.com/privacy-policy and which forms an essential part of these Conditions and of any Agreement in accordance with these Conditions.
“Company of the En Route Group” means any parent, subsidiary, or affiliate of En Route, including any entity that directly or indirectly controls, is controlled by, or is under common control with that entity. For this purpose, “control” means the direct or indirect ability to direct the management or policies of an entity, whether through ownership or voting securities, by contract or otherwise.
“Goods” means any goods ordered from ER by the Customer and/or to be supplied by ER to the Customer in accordance with these Conditions.
“Intellectual Property Rights” means all rights in and to patents, invention, utility models, copyright, software, data base rights, trade marks, service marks, trade names, domain names, designs, know-how, trade secrets, and confidential information, together with all proprietary rights (whether registered or not), including all applications, renewals, extensions, continuations, and all rights to claim or sue for past infringements, in any jurisdiction.
“Parties” means the parties to these Conditions and the Agreement, and “Party” means any one of them as the context requires.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.4 Any reference to a masculine provision shall include reference to the feminine and neuter provisions and vice versa and reference to a singular provision shall include reference to the plural and vice versa.
2. BASIS OF THE SALE
2.1 ER shall sell and the Customer shall purchase the Goods in accordance with any written quotation of ER which is accepted by the Customer, or any written order of the Customer, which is accepted by ER, subject in either case to these Conditions, which shall govern the Agreement to the exclusion of any other terms and conditions.
2.2 No terms and/or conditions endorsed upon, delivered with or contained in the Customer’s orders, specifications or similar documents shall form part of the Agreement between the Parties for the sale of Goods hereunder and the Customer hereby waives any rights which it otherwise might have to rely on such terms and/or conditions.
2.3 No variation to these Conditions shall be binding unless agreed in writing by a director of ER.
2.4 No oral warranties or representations shall bind ER. The Customer acknowledges that it does not rely on any representation and/or warranty which has not been made in accordance with these Conditions.
2.5 Any advice or recommendation given by ER, its employees and/or agents to the Customer as to the storage, application or use of the Goods which is not confirmed in writing by ER is followed or acted upon entirely at the Customer’s own risk, and accordingly ER shall not be liable for any such advice or recommendation which is not so confirmed.
3. ORDERS AND SPECIFICATIONS
3.1 Each order or acceptance of a quotation from ER for Goods by the Customer shall be deemed to be an offer by the Customer to buy the Goods subject to these Conditions. No order submitted by the Customer shall be deemed to be accepted by ER unless and until confirmed in writing by ER’s authorised representative or (if earlier) the Goods are delivered to the Customer.
3.2 The quantity, quality and description of and any specification for the Goods shall be those set out in ER’s quotation (if accepted by the Customer) or the Customer’s order (if accepted by ER).
3.3 The Customer shall be solely responsible to ER for ensuring the accuracy and adequacy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving ER any necessary information relating to the Goods within a sufficient time to enable ER to perform the Agreement in accordance with its terms. ER shall have no liability for any errors in any specification or details supplied by the Customer.
3.4 ER reserves the right to make any changes in the specification of the Goods as required from time to time to conform with any applicable legislation and/or regulations relating to the manufacture, sale and/or health and safety of food products or which do not materially affect the quality or performance of the Goods.
3.5 Where the Customer specifies bespoke labelling including the content of any such labelling on a Good, the Customer shall be solely liable for any non-compliance of the labelling with applicable legislation and/or regulations and for any claim that the labelling infringes third party intellectual rights or other rights. The Customer grants to ER a licence to use any content and/or branding that it provides to ER for incorporation in the labelling.
3.6 No order which has been accepted by ER may be cancelled by the Customer except with the agreement in writing of ER and on terms that the Customer shall indemnify ER in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by ER as a result of cancellation.
4. PRICE OF GOODS
4.1 The price of the Goods shall be ER’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), ER’s published price list current at the date of acceptance of an order. All prices quoted are valid for such periods specified by ER or until earlier acceptance by the Customer, after which time they may be altered by ER. ER will provide the Customer with reasonable notice of any changes to the prices quoted.
4.2 ER reserves the right, by giving notice to the Customer at any time before delivery of the Goods, to increase the price of such Goods to reflect any increase in costs, expenses and/or materials suffered by ER, in particular increases in (a) raw material costs; (b) labour costs; (c) freight, fuel, storage and logistic costs; (d) utility costs; (e) currency fluctuations; (f) changes in law, duties, tariffs or taxes; or (g) any increase in costs beyond ER’s reasonable control.
4.3 All prices are exclusive of any applicable value-added tax or other sales tax, for which the Customer shall be additionally liable to pay to ER.
5. TERMS OF PAYMENT
5.1 ER shall be entitled to invoice the Customer for the price of the Goods on or at any time after delivery of the Goods.
5.2 ER’s terms of payment are net cash within 30 days of the date of the invoice, except as otherwise agreed between the Parties in writing. Any banking charges are to be borne by the Customer. Time for payment shall be of the essence.
5.3 If the Customer fails to make any payment on the due date, then, without prejudice to any other right or remedy available to ER, ER shall be entitled to:
5.3.1 cancel the Agreement and/or suspend any further deliveries of Goods to the Customer; and
5.3.2 charge the Customer interest (both before and after any judgment) on the amount unpaid, at the statutory rate. The assertion of a claim for further damage caused by such default of payment shall remain unaffected.
5.4 The Customer shall pay all sums due to ER under the Agreement without any set-off, deduction, counterclaim and/or any other withholding of monies.
5.5 Payment shall not be deemed to be made until ER has received either cash or cleared funds in respect of the full amount outstanding.
5.6 ER may withdraw credit, require advance payment or security, amend credit limits and suspend performance where credit risk increases. ER may set off sums owed by either party. Payments must be made free of deductions or withholding unless legally required, with gross-up obligations applying.
6. DELIVERY
6.1 Dates for delivery are estimates only and are not guaranteed. Time is not of the essence in relation to such dates. They are also subject to any matter beyond ER’s reasonable control. ER will, however, use its reasonable endeavours to ensure delivery on the dates specified.
6.2 Delivery of the Goods shall take place as specified on the order confirmation form or as otherwise agreed between the Parties in writing.
6.3 ER shall deliver the Goods on pallets or in trays and dollies or in such other containers as agreed in writing between the Parties. The Customer shall be responsible for returning the pallets, trays and dollies to ER. If the Customer fails to return any pallets, trays and dollies to ER within a period of 10 days from the date of delivery, the Customer will be deemed to have purchased the pallets, trays and dollies and ER shall be entitled to invoice the Customer for the full market value of such pallets, trays and dollies.
6.4 The Customer shall sign a delivery note at the time of delivery of the Goods although failure to do so is not evidence that the Goods were not delivered to the Customer.
6.5 ER shall be entitled to deliver the Goods by instalments and where the Goods are so delivered, each delivery shall constitute a separate Agreement and failure by ER to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to repudiate and/or terminate the Agreement as a whole.
6.6 If the quantity of Goods delivered to the Customer is up to 10% more or less than the quantity ordered, the Customer is not entitled to object to or reject all or any of the Goods for this reason and shall, unless agreed otherwise by ER, pay for any surplus or shall be issued with a credit note for any shortage at the pro rata Agreement price.
6.7 ER shall not be required to fulfil orders for Goods in the sequence in which they are placed.
6.8 If the Customer fails to take delivery of the Goods or fails to give ER adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of ER’s fault) then without prejudice to any other right or remedy available to ER:
6.8.1 Risk in the Goods shall pass to the Customer;
6.8.2 ER may store the Goods until actual delivery and charge the Customer for the reasonable costs (including without limitation, storage and insurance);
6.8.3 ER may withhold delivery of any further Goods and treat the Agreement as repudiated; and/or
6.8.4 ER may sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Agreement or charge the Customer for any shortfall below the price under the Agreement.
6.9 The quantity of any delivery of Goods as recorded by ER on the delivery note issued on despatch from its warehouse shall be conclusive evidence of the quantity of Goods received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
It is the responsibility of the Customer to ensure that all the Goods delivered by ER are in accordance with the delivery note. Any shortage in the Goods delivered must be reported to ER within 48 hours of delivery. ER shall, at its sole discretion, be entitled to make up any shortages at the next scheduled delivery to the Customer or to issue a credit note for the Goods not delivered at the pro-rata Agreement price against any invoice raised for such Goods, but ER shall have no further liability to the Customer. If delivery is not refused and the Customer does not notify ER of shortages in accordance with this clause, the Customer shall not be entitled to reject the Goods.
If any shortage has not been reported to ER within 48 hours of delivery, the Goods including such shortage will be deemed to have been delivered to the Customer in accordance with the delivery note.
Where any shortage was reported less than 48 hours after delivery and the Customer asks for express delivery of such shortages, ER shall, notwithstanding the foregoing and at its sole discretion, be entitled to make up such shortages by using express delivery options which charges shall be invoiced to and payable by the Customer.
6.10 The Customer shall be responsible for complying with any legislation and/or regulations governing the importation of Goods into the country of destination and for the payment of any duties on them.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery. Delivery shall be deemed to occur at the time when the Goods arrive at the agreed place of delivery or, where the Customer is to collect the Goods, delivery shall be deemed to have taken place upon the date the Goods are available for collection as notified to the Customer.
7.2 ER shall retain title and ownership of the Goods until it has received payment in full in cash or cleared funds of all sums due and/or owing for all Goods supplied to the Customer by ER under the Agreement.
7.3 Until such time as the property in the Goods passes to the Customer, the Customer shall:
7.3.1 hold the Goods as ER’s fiduciary agent and bailee; and
7.3.2 keep the Goods separate from those of the Customer and third parties, in a satisfactory condition and properly stored, protected and insured against all risks to the reasonable satisfaction of ER and clearly identified as ER’s property.
7.4 Until that time as mentioned in clause 7.3, the Customer shall be entitled to re-sell or use the Goods in the ordinary course of its business provided that the sale is effected in the ordinary course of the Customer’s business at full market value.
7.5 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), ER shall be entitled at any time to require the Customer to deliver up the Goods to ER and, if the Customer fails to do so, to enter upon any premises of the Customer (or any third party with their consent) where the Goods are stored and repossess the Goods.
7.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of ER, but if the Customer does so all monies owing by the Customer to ER shall (without prejudice to any other right or remedy of ER) immediately become due and payable.
7.7 ER shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from ER.
8. DATA PROTECTION
8.1 Each Party shall comply with all applicable Data Protection Laws in connection with the performance of the Agreement.
8.2 The Customer acknowledges and agrees that ER may process personal data relating to the Customer’s personnel, representatives and beneficial owners for the purposes of performing the Agreement, account administration, credit assessment and debt recovery, legal and regulatory compliance, supply chain management and protecting ER’s legitimate business interests.
8.3 The Customer warrants that it has all necessary rights, notices and consents required to disclose personal data to ER for the purposes of the Agreement.
8.4 Where ER processes personal data on behalf of the Customer, the Parties shall enter into such additional data processing agreement as ER reasonably requires.
8.5 ER may transfer personal data within the ER group and to its service providers, professional advisers and regulatory authorities where necessary for the purposes set out in this Agreement and in accordance with applicable Data Protection Laws.
8.6 The Customer shall indemnify ER against all losses, liabilities, claims, fines, penalties, costs and expenses arising from any breach by the Customer of applicable Data Protection Laws.
8.7 Further details on how ER collect, stores and uses Customer’s information are set out in ER’s Privacy Policy available on ER’s website www.en-route.com/privacy-policy which forms an essential part of these Conditions and of any Agreement in accordance with these Conditions.
9. CONFIDENTIALITY
9.1 The Customer shall keep in strict confidence all information in connection with the business relationship with ER, including prices and all information provided by ER, and not disclose it or make it available to third parties without ER’s written consent, except where such information is public knowledge or is required to be disclosed by law, provided that the Customer gives to ER such advance notice of disclosure as is possible. The Customer shall restrict disclosure of such confidential information to such of its employees, agents or sub-contractors on a need-to-know basis, if and insofar this is necessary for the performance of their tasks in connection with the business relationship with ER, and shall ensure that such employees, agents or sub-contractors are subject to like obligations of confidentiality as bind the Customer. The Customer must not use, disclose or reproduce ER’s confidential information for any purpose other than the purpose of the Agreement.
9.2 The obligation of confidentiality shall remain in force even after the termination of the business relationship with ER.
10. INTELLECTUALPROPERTY RIGHTS
10.1 The Customer acknowledges that all Intellectual Property Rights relating to the Goods, formulation, packaging, design, documentation, software, databases and know-how shall remain vested in ER or its licensors.
10.2 Nothing transfers Intellectual Property Rights to the Customer.
10.3 The Customer shall not copy, reverse engineering, modify or analyse proprietary information except as permitted by law.
10.4 The Customer warrants that specifications supplied by it do not infringe third-party rights.
10.5 The Customer shall indemnify ER against IP infringement claims arising from Customer materials.
10.6 The Customer grants ER a royalty-free licence to use Customer branding for performance of the Agreement.
10.7 Tooling, moulds, artwork and packaging designs produced by ER remain ER property unless agreed otherwise in writing.
11. WARRANTIES AND LIABILITIES
11.1 Subject to the conditions set out below ER warrants that the Goods will correspond with their specification for the Goods’ shelf life.
11.2 In the event that any Goods do not meet the specification during their shelf life, the Customer shall give ER notice of the defective Goods and shall provide a sample of those defective Goods. The Customer shall be under no obligation to return all defective Goods to ER but shall provide to ER written confirmation and photographic evidence of the quantity of defective Goods.
ER reserves the right, upon reasonable notice, to carry out inspections at the Customer’s premises (or the premises where those Goods are stored) that it deems necessary to verify defects and quantities of those Goods before admitting a claim. The Customer herewith expressly grants ER such right.
11.3 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11.4 Any claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with the specification shall (whether or not delivery or performance is refused by the Customer) be notified to ER within 48 hours of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the Customer does not notify ER accordingly the Customer shall not be entitled to reject the Goods and ER shall have no liability for such defect or failure and the Customer shall be bound to pay the price as if the Goods had been delivered and/or performed in accordance with the Agreement.
No claim may be brought against ER more than twelve (12) months after the date on which the event giving rise to the claim occurred or ought reasonably to have been discovered.
11.5 Where any valid claim based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to ER in accordance with these Conditions, ER shall be entitled to replace the Goods free of charge or at ER’s sole discretion refund to the Customer the price of the Goods (or a proportionate part of the price) but ER shall have no further liability to the Customer.
11.6 Subject to Clause 11.8, ER shall not be liable to the Customer whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise for loss of profits, revenue, anticipated savings, business, opportunity, goodwill, business interruption, recall costs, wasted expenditure, reputational damage, regulatory investigation costs, indirect loss or consequential loss, whether caused by the negligence of ER, its employees, directors, officers, agents or subcontractors or otherwise, and whether such losses are direct, indirect, consequential or otherwise, and whether foreseeable or not.
11.7 Subject to Clause 11.8, ER’s total and aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, to the Customer shall not exceed the lower of the total amount invoiced by ER for the specific Goods giving rise to the claim or GBP 100,000.
11.8 Nothing in these Conditions shall exclude or limit ER’s liability for death or personal injury due to its negligence or any liability which is due to ER’s fraud or any other liability which it is not permitted to exclude or limit as a matter of law.
11.9 The Customer shall indemnify and keep indemnified ER, its affiliates, directors, officers, employees and agents against all liabilities, losses, claims, damages, costs, expenses, penalties and fines arising out of or in connection with: (a) any specification, formula, artwork, packaging, labelling or instructions supplied by the Customer; (b) any breach by the Customer of applicable law; (c) the importation, exportation, storage, resale, distribution, marketing or use of the Goods by the Customer; (d) any act or omission of the Customer, its employees, agents, contractors or customers; and (e) any third-party claim relating to the matters set out above.
12. DEFAULT
12.1 If the Customer:
12.1.1 fails to make any payment to ER when due; or
12.1.2 breaches the terms of the Agreement (and, if the breach is capable of remedy, has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied); or
12.1.3 persistently breaches any one or more terms of the Agreement; or
12.1.4 makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), an encumbrancer takes possession, or a receiver or administrative receiver is appointed, over any of the property or assets of the Customer or any similar action in another jurisdiction occurs; or
12.1.5 the Customer ceases, or threatens to cease, to carry on business; or
12.1.6 ER reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and ER notifies the Customer accordingly;
then ER shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in Clause 12.2 below.
12.2 If any of the events set out in clause 12.1 above occurs in relation to the Customer, then:
12.2.1 ER may enter, without prior notice, any premises of the Customer (or premises of third parties with their consent) where Goods owned by ER may be and repossess and dispose of or sell any Goods found which are owned by ER so as to discharge any sums due to ER under the Agreement or any other agreement with the Customer;
12.2.2 the Customer automatically is no longer entitled to re-sell, use or part with the possession of any Goods owned by ER until the Customer has paid in full all sums due to ER under the Agreement or any other agreement with the Customer unless ER gives it express written agreement to such use and/or disposal of the Goods;
12.2.3 ER may withhold delivery of any undelivered Goods and stop any Goods in transit;
12.2.4 ER may cancel, terminate and/or suspend without liability to the Customer any Agreement with the Customer; and/or
12.2.5 all monies owed by the Customer to ER shall immediately become due and payable.
13. FORCE MAJEURE
ER shall have no liability to the Customer for any delay in performance of the Agreement to the extent that such delay is due to any events outside ER’s reasonable control including without limitation to, acts of God, acts of public enemies, acts of government, whether legal or illegal, fire, flood, lightning, explosion, war, revolution, acts of terrorism, riot or civil commotion, epidemics, pandemics, quarantine restrictions, freight embargos, severe weather, labour shortages, labour disputes, strikes, lock-outs, raw material shortages, supplier failure, subcontractor delays, cyber incidents, power failures and any other similar events. If ER is affected by any such event, then time for performance shall be extended for a period equal to the period that such event delayed performance. ER may allocate available stock and terminate after 90 days of continuing force majeure without liability.
14. COMPLIANCE, SANCTIONS AND EXPORT CONTROLS
The Customer shall comply with anti-bribery, anti-corruption, anti-money laundering, modern slavery, trade sanctions and export control laws. ER may suspend or terminate immediately where performance may expose ER to sanctions or regulatory risk.
15. GENERAL
15.1 Any notice required or permitted to be given by either Party to the other under these Conditions shall be in writing addressed to that other Party at its registered office or principal place of business or such other address as may at the relevant time have been notified according to this provision to the Party giving the notice.
15.2 No delay or failure by ER in exercising any right conferred on it under this Agreement shall be deemed a waiver thereof. No waiver of any such right shall be effective unless made in writing. No waiver by ER of any breach of the Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
15.3 If any provision or part-provision of these Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall be deemed modified to the minimum extent necessary to make it valid, legal, enforceable and reasonable. If such modification is not possible, the relevant provision or part-provision shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of these Conditions and the remainder of such provision shall continue in full force and effect.
15.4 The Customer shall not assign its rights and/or obligations in the Agreement (or any part) without the prior written consent of ER. ER is permitted to assign its rights and/or obligations to any successor and/or to any other company in its group.
15.5 Any Company of the En Route Group shall be entitled to enforce any provision of the Agreement that confers a benefit upon it. Except as expressly stated above, no person who is not a party to the Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
15.6 The Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.
15.7 Each Party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in the Agreement. No Party shall have any claim for innocent or negligent misrepresentation based upon any statement in the Agreement.
16. GOVERNING LAW AND JURISDICTION
The Agreement (including these Conditions) shall be governed by and construed in accordance with the laws of England and Wales. The Parties agree that any dispute arising out of or in connection with an Agreement and these Conditions (including any question regarding its existence, validity or termination) shall be submitted to the exclusive jurisdiction of the English courts. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) are expressly excluded.
EN ROUTE GENERAL TERMS AND CONDITIONS OF SALE
Vs 5 – 01 July 2026 (see also on www.en-route.com/conditions-of-sale/ )
