Terms & Conditions

Terms & Conditions

• Interpretation

• In these Conditions the following definitions apply:

Business Day	means a day other than Saturday, Sunday and public holidays;
Buyer	means the persons or firm who purchases Goods and/or Services from the Seller;
Conditions	means the terms and conditions set out in this document;
Confidential Information	means any commercial, financial or technical information relating to products, plans, knowhow or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to this Contract;
Contract	means the agreement between the Seller and the Buyer for the sale and purchase of Goods and/or Services incorporating these Conditions;
Delivery Location	means the address for delivery of the Goods as set out in the Order;
Force Majeure	means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including (but not limited to) an act of God, fire, flood, lightning, earthquake or other natural disaster; epidemic or pandemic; war, riot or civil unrest, strike, lockout or boycott or other industrial action; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service or material required by for performance of the Contract;
Goods	means the goods and related accessories, spare parts and documentation and other deliverables set out in the Order and to be supplied by the Seller to the Buyer;
Intellectual Property Rights	means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, chip topography rights, mask works, utility models, domain names and all similar rights and, in each case: (i)          whether registered or not, (ii)         including any applications to protect or register such rights, (iii)        including all renewals and extensions of such rights or applications, (iv)        whether vested, contingent or future, (v)         to which the Seller is or may be entitled and (vi)        in whichever part of the world existing;
Order	means the Buyer’s order for the Goods and/or Services from the Seller;
Seller	means ‘Catering Projects ltd’ registered in England and Wales with company number 05232184;
Services	the services supplied by the Seller to the Buyer as set out in the Order;
Specification	means the description or specification of the Goods or Services set out in the Order;

 

Value Added Tax or VAT                                              means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods or Services.

 

• Unless the context otherwise requires:

 

• each gender includes the others;
• the singular includes the plural and vice versa;
• references to the Contract include the Conditions, the Order and its schedule (if any);
• references to persons include individuals, unincorporated bodies, government entities, companies and corporations;
• clause headings do not affect their interpretation;
• general words are not limited by example (and, in particular, any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms); and
• references to any legislation will be construed as a reference to that provision as amended, reenacted or extended at the relevant time.

 

• Application of these terms and conditions

 

• These terms and conditions apply and form part of the Contract between the Seller and the Buyer. They supersede any previously issued terms and conditions of supply.
• These Conditions apply to the Contract to the exclusion of any other terms that are implied by law, trade custom, practice or course of dealing.
• No terms or conditions endorsed on, delivered with, or contained in the Buyer’s purchase order, confirmation of order, specification or other document will form part of the Contract. The Buyer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Buyer that is inconsistent with these Conditions.
• No variation of these Conditions or to an Order, or to a quotation from the Seller will be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Seller.
• Each Order by the Buyer to the Seller will be deemed to be an offer to purchase Goods and/or Services and subject to the Conditions.
• The Seller reserves the right at all times to reject any Order, in whole or in part, at its sole discretion.

 

• Any quotation by the Seller for the provision of Goods and/or Services will be deemed to be:
  • an invitation to treat (and shall not be an offer) by the Seller to supply Goods and/or Services on and subject to the Conditions; and
  • will be will be valid for 28 days only from the date of issue.

 

• A Contract will be formed upon the earlier to occur of:
  • written acceptance by the Seller of the Buyer’s Order;
  • the execution of a specific written agreement by both the Seller and the Buyer; and
  • the commencement of design work or fabrication, or ordering of materials by the Seller, for the performance of the Contract.

 

• Any samples, drawings, illustrations, advertising or descriptive matter (including particulars, dimensions and weights) issued by the Seller in relation to the Goods or Services, whether contained in the Seller’s tender, catalogues, brochures or on its website or otherwise shall be deemed to be approximate and are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract nor have any contractual force.

 

• All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is expressly specified or necessary by implication.

 

• The Seller reserves the right to amend the Goods and/or Services:
  • where doing so would not materially affect the nature or quality of the Goods or Services; and
  • if required by any applicable statutory or regulatory requirement, code of practice or in accordance with best industry practice, and the Seller shall notify the Buyer in any such event.

 

• Price

 

• The price for the Goods and/or Services will be as set out in the Order or in default of such provision will be calculated in accordance with the Seller’s standard scale of charges in force on the date of formation of the Contract.

 

• The price:
  • includes packaging and delivery, and
  • does not include Value Added Tax.

 

 

• The Seller reserves the right to increase the price for any undelivered Goods or Services that have not yet been provided:
  • by giving 45 days’ written notice to the Buyer, such increase to take effect in respect of any relevant Goods delivered or Services provided after the expiry of such notice; or
  • with immediate effect by written notice to the Buyer, where such increase arises as a consequence of any increase in the cost to the Seller of supplying the relevant Goods or Services which is due to any factor beyond the control of the Seller.

 

• If the Buyer does not agree with any increase in the price notified in accordance with clause 3.3 then the Buyer may terminate the Contract in respect of any undelivered Goods or Services by giving the Seller 30 days’ notice, such notice to expire no earlier than the date on which the price increase was due to take effect provided always that the Buyer shall accept delivery (and shall, where applicable pay the increased price for) any Goods or Services referred to in clause 3.3.2 in respect of which the Seller had (at or prior to the time of receiving such notice) entered into an irrevocable commitment to purchase or subcontract from any third party.

 

• The Seller further reserves the right to increase the price for any undelivered Goods or Services to reflect any increase in the cost to the Seller of performing the Contract that is due to any request by the Buyer to change the delivery date(s), quantities or types of Goods or Services; or any delay caused by any instructions of the Buyer in respect of the Goods or Services, or failure of the Buyer to give the Seller adequate or accurate information or instructions in respect of the Goods or Services.

 

• Payment

 

• Unless otherwise agreed by the Seller in writing, the Seller shall invoice for the Goods and Services as follows:

 

• 40% of the price on acceptance of the Order (payable by the Buyer on formation of the Contract);
• 40% of the price prior to delivery (payable by the Buyer not less than 7 days prior to delivery); and
• 20% of the price on delivery (payable by the Buyer within 30 days of delivery).

 

 

• The Buyer will pay all invoices:
  • in full, without deduction or set-off other than as required by law, in cleared funds in accordance with the Order; and
  • to the Seller’s nominated bank account specified in the Order or invoice.

 

• Time of payment is of the essence. Where sums due hereunder are not paid in full by the due date:
  • the Seller may, without limiting its other rights, charge interest on such sums at 5% a year above the base rate of NatWest Plc from time to time in force, and
  • interest will accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

 

• VAT will be charged by the Seller and paid by the Buyer at the then-applicable rate.

 

• Credit limit

 

• The Seller may set and vary credit limits from time to time and withhold all further supplies if the Buyer exceeds such credit limit.

• Delivery

 

• The Goods will be:
  • delivered by or for the Seller to the Delivery Location, or
  • made available for collection by the Buyer at the Seller’s premises set out in the Order. The Buyer will collect the Goods within the period specified in the Order or within such other period as the Seller may specify.

 

• The Goods will be deemed delivered:
  • if delivered by or for the Seller under clause 6.1.1, on completion of unloading of the Goods at the Delivery Location;
  • if collected by the Buyer under clause 6.1.2, on completion of loading at the Seller’s premises.

 

• The Goods may be delivered by instalments, which may be invoiced separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment will not entitle the Buyer to cancel any other instalment.

 

• Each delivery of the Goods will be accompanied by a delivery note stating:
  • the date of the Order;
  • the relevant Buyer and Seller details;
  • the product numbers and type and quantity of Goods in the consignment;
  • any special handling and other instructions;
  • whether any packaging material is to be returned (in which case the Buyer will, at the Seller’s option, return them to the Seller or make them available for collection by the Seller at a time specified by the latter, and in either case at the Seller’s expense).

 

• The Seller will use its reasonable endeavours to meet delivery dates for the Goods or completion dates for the Services, but such dates are approximate only, and time of delivery is not of the essence.

 

• The Seller will not be liable for any delay in or failure of delivery caused by:
  • the Buyer’s failure to:
    • make the Delivery Location available and accessible;
    • prepare the Delivery Location as required for delivery and installation of the Goods;
    • provide the Seller with adequate instructions, for delivery and installation or otherwise relating to the Goods or Services; or
    • comply with the terms of the Contract;
  • the Buyer’s failure to collect the Goods from the Seller’s premises; or
  • an event of Force Majeure.

 

• If the Buyer fails to accept delivery of or collect the Goods as provided in clause 6.1.1 or 6.1.2 on the date or within the period set out in the Order or specified by the Seller:
  • delivery of the Goods will be deemed to have occurred at 9.00am on the day following such date or period;
  • the Seller will store and insure the Goods pending delivery, and the Buyer will reimburse the Seller on demand for the reasonable storage and insurance charges and other costs and expenses incurred by the Seller in doing so.

 

If, 7 Business Days after the due date for delivery or collection the Buyer has not taken delivery of or collected them, the Seller may resell or otherwise dispose of the Goods and charge the Buyer any costs incurred in connection with the same, and for any shortfall below the price of the Goods.

 

• Title and risk

 

• Risk in the Goods will pass to the Buyer on delivery under clause 6.2.

 

• Title to the Goods will pass to the Buyer once the Seller has received payment in full for the Goods and Services and any other goods or services that the Seller has supplied to the Buyer.

 

• Until title to the Goods has passed to the Buyer, the Buyer will:
  • hold the Goods as bailee for the Seller;
  • store the Goods separately from all other material in the Buyer’s possession;
  • take all reasonable care of the Goods and keep them in reasonable condition;
  • insure the Goods: (i) with a reputable insurer (ii) from the date of delivery (iii) against all risks (iv) for an amount at least equal to the price (v) noting the Seller’s interest on the policy;
  • ensure that the Goods are clearly identifiable as belonging to the Seller;
  • not remove or alter any mark on or packaging of the Goods;
  • inform the Seller as soon as possible if it becomes subject to any of the events set out in clause 14.1;
  • provide the Seller such information concerning the Goods and the Buyer’s financial position as the Seller may request from time to time.

 

• If, at any time before title to the Goods has passed to the Buyer, the Buyer informs the Seller, or the Seller reasonably believes, that the Buyer has or is likely to become subject to any of the events specified in clause 14.1, or if the Buyer has failed to pay any amount due under the Contract or any other contract between the parties, the Seller may:
  • require the Buyer at the Buyer’s expense to redeliver the Goods to the Seller; and
  • if the Buyer fails to do so promptly, enter any premises where the Goods are stored and repossess them.

 

• Warranty

 

• All Goods supplied are subject to the applicable manufacturer’s warranty in relation to each undivided item under the Order. The Seller shall use reasonable endeavours to make available to the Buyer the benefit of the applicable manufacturer’s warranty, to the extent that the Seller receives such benefit from the manufacturer.

 

• The Seller warrants that the Services will be provided using reasonable care and skill.

 

• Except as set out in this clause 8:
  • the Seller gives no warranty in relation to the Goods; and
  • the Seller will be under no liability for their failure to comply with the warranty in clause 8.1 or for any other defects in the Goods or Services.

 

In particular, the conditions implied by ss 13-15 of the Sale of Goods Act 1979 are expressly excluded.

 

• The Seller shall not be liable for any defect in the Goods or Services if:

 

• the Buyer fails to notify the Seller of the defect within a reasonable period of completion of installation of the Goods or completion of the Services (being no longer than 7 days);
• the Buyer makes any further use of such Goods after giving a notice in accordance with clause 8.4.1;
• the defect arises because the Buyer failed to follow the Seller’s (or the manufacturer’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 regarding the same;
• the defect arises as a result of the Goods being operated outside of their intended use;
• the defect arises as a result of improper or defective construction works or siting not carried out by the Seller, or other similar external influences which impact the functionality of the Goods, including in relation to any structures to which the Goods are affixed or connected or the environment in which the Goods are used;
• the defect arises as a result of the Seller following any instruction, drawing, design or Specification supplied by the Buyer;
• the Buyer alters or repairs such Goods without the written consent of the Seller; or
• the defect arises as a result of fair wear and tear, wilful damage, negligent act or omission, abnormal working conditions, carelessness or improper treatment.

 

• Obligations of the Buyer

 

• The Buyer will:
  • place all Orders on the terms of the Conditions and ensure that the contents of any Order are complete and accurate;
  • ensure that any part of the Specification which it provides is complete and accurate and contains all information the Seller may require;
  • provide the Seller with such information as the Seller may reasonably require in order to supply the Goods and Services, and ensure that such information is complete and accurate in all respects;
  • co-operate fully with the Seller in relation to delivery or collection of the Goods and the performance of the Services;
  • ensure that the Seller has free and clear access to the Delivery Location and installation site, and that such location and site are safe;
  • ensure that the installation site is connected to all appropriate utilities and services (including electricity, gas and water and any other relevant mechanical and electrical systems);
  • comply with applicable laws and regulations and any other requirements binding on the Buyer; and
  • inspect the Goods for defects promptly upon completion of installation and in accordance with best industry practice.

 

• Liability

 

• The Seller does not exclude its liability:
  • for death or personal injury caused by its negligence; or
  • for breach of the terms implied by s 12 of the Sale of Goods Act 1979 and by s 2 of the Supply of Goods and Services Act 1982;
  • for defective products under the Consumer Protection Act 1987; or
  • for fraud or fraudulent misrepresentation.

 

• The restrictions on liability in this clause apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

 

• Subject to clause 10.1, the Seller’s total liability to the Buyer in respect of all breaches of duty relating to the Contract shall not exceed an amount equal to the total charges actually paid by the Buyer to the Seller under the Contract (excluding for the avoidance of doubt any other contracts between the parties).

 

• Neither party will be liable for:
  • loss of data or use;
  • loss of or damage to goodwill;
  • any form of indirect, consequential or special loss, or
  • any loss of or failure to realise expected profit, revenue, business or savings or any form of pure economic loss, whether any such loss is direct or indirect, and, in each case, however arising.

 

 

• Intellectual Property Rights

 

• All Intellectual Property Rights in the Goods and in or arising out of or in connection with the Services shall be owned by the

 

• The Buyer grants the Seller a fully paid-up, non-exclusive, royalty-free, irrevocable, non-transferable licence to copy and modify any materials provided by the Buyer to the Seller for the term of the Contract for the purpose of providing the Goods and the Services to the Buyer.

 

• The Buyer further grants the Seller a fully paid-up, non-exclusive, irrevocable, royalty-free licence to use the Buyer’s name and logo in the Seller’s promotional materials (including on its website).

 

• The Buyer indemnifies the Seller against all reasonable costs and expenses incurred by the Seller in connection with any claim arising from the modification or use of the Goods outside of their intended use or other than in accordance with the Conditions.

 

• Confidentiality

 

• Each party shall keep confidential all Confidential Information of the other party and will only use the other’s Confidential Information as required to perform the Contract. The provisions of this clause will not apply to:
  • any information which was in the public domain at the date of this Contract;
  • any information which comes into the public domain subsequently other than as a consequence of any breach of this Contract or any related agreement;
  • is independently developed by the other party without using information supplied by the first party; or
  • any disclosure required by law or a regulatory authority or otherwise by the provisions of this Contract.

 

• This clause 12 will remain in force two years after termination of the Contract.

 

• Force Majeure

 

• The Seller will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
  • notifies the other of the Force Majeure event and its expected duration; and
  • uses reasonable endeavours to minimise the effects of that event.

 

• If, due to Force Majeure, the Seller is delayed in or prevented from performing its obligations for a continuous period exceeding 30 days, either party may terminate the Contract by serving not less than 7 days’ notice in writing.

 

• Termination

 

• The Contract may be terminated forthwith at any time by the Seller on written notice to the Buyer if:
  • the Buyer commits a breach of the Contract and such breach is not remediable or is not remedied within 7 days of written notice to do so;
  • the Buyer suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due;
  • the Buyer (a) negotiates with its creditors for rescheduling of its debts, (b) makes a proposal to or compounds with its creditors in respect of its debts other than solely by way of solvent amalgamation or reconstruction or (c) makes an application to court for protection from its creditors generally;
  • the Buyer passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or administrator is appointed in relation to the other, or a winding-up order is made in relation to the Buyer other than solely in relation to a solvent amalgamation or reconstruction;
  • a receiver or administrative receiver is reasonably likely to be or is appointed in relation to the Buyer or any of its assets;
  • any creditor of the Buyer attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the Buyer’s assets, and such attachment or process is not discharged within 14 days;
  • the Buyer takes or suffers any action similar to any of the above in any jurisdiction;
  • there is a material change in the management, ownership or control of the Buyer;
  • the Buyer’s financial position deteriorates so far as to reasonably justify the opinion of the Seller that its ability to give effect to the terms of the Contract is in jeopardy;
  • the Buyer suspends trading, ceases to carry on business, or threatens to do either; or
  • the Buyer, (being an individual) dies or ceases to be capable of managing his own affairs.

 

• In addition to its rights under clause 14.1 and any other rights it may have the Seller may:
  • terminate this Contract (and any other contract between the parties) at any time ; and/or
  • suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the parties,

immediately on written notice to the Buyer, if the Buyer has failed to pay any amount due under the Contract or any other contract between the parties on the due date.

 

• On termination of the Contract for any reason:
  • the Buyer will immediately pay all invoices of the Seller then outstanding;
  • the Seller will, within 14 Business Days, invoice the Buyer for all Goods delivered or Services provided but not yet invoiced and the Buyer will pay such invoice within a further 14 Business Days;
  • the Buyer will within 5 Business Days return any materials of the Seller then in its possession or control; if it fails to do so, the Seller may enter onto any premises owned by or under the control of the and take possession of them;
  • the accrued rights and liabilities of the parties will not be affected; and
  • any clause which expressly or by implication are to survive termination will do so.

 

• The Seller shall be under no obligation to repay any advance sums paid by the Buyer in the event of termination of the Contract by the Seller pursuant to clause 1 or clause 14.2.1.

 

• General

 

• Time

 

Unless stated otherwise, time is not of the essence of any date or period specified in these Conditions.

 

• Set-off

 

• All payments by the Buyer will be made without set-off or counterclaim, free and clear of and without deduction for any tax, levy, duty, charge, or withholdings of any kind now or in the future, imposed in any jurisdiction unless a party is compelled by law to deduct or withhold any such amounts, in which case it will pay to the Seller such additional amount as will ensure that the other is paid the full amount it would have received but for such deduction or withholding.
• The Seller may at any time, without notice to the Buyer, set off any liability of the Buyer to the Seller against any liability of the Seller to the Buyer, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Contract.

 

• Relationship

 

The parties are independent businesses and not principal and agent, partners, or employer and employee.

 

• Severability

 

If any part of these Conditions is found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Conditions and the remaining provisions of the Conditions will otherwise remain in full force. If any provision or part provision of the Contract is deemed deleted under this clause, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

 

• Notices

 

Notices under this Contract will be in writing and sent to the persons and addresses set out in the Order. They may be given, and will be deemed received:

• by first-class post: two Business Days after posting;
• by airmail: seven Business Days after posting;
• by hand: on delivery;
• by facsimile: on receipt of a successful transmission report from the correct number, and
• by e-mail: on receipt of a delivery or read receipt mail from the correct address.

 

• Waiver

 

No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

 

• Rights of Third Parties

 

This Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

 

• Priority

 

The terms of the Conditions prevail over those of the Order or Schedule (if any).

 

• Entire Agreement

 

• The Contract constitutes the entire agreement between the parties in relation to its subject matter and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. No other terms apply.
• Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.

 

• Succession

 

This Contract will bind and benefit each party’s successors and personal representatives.

 

• Assignment

 

The Seller may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract. The Buyer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Seller.

 

• Governing Law & Jurisdiction

 

• This Contract will be governed by the law of England and Wales.
• Disputes will be submitted to the exclusive jurisdiction of the courts of England and Wales.

CP086

Issue 1

21.07.2021