All dealings including all quotations and any other order placed following such quotation are subject to the XXXX conditions of sale in which FOUR CORNERS FOOD SERVICE PRODUCTS is referred to as 'The Business'.
1. Validity of Quotation
No order received from a Customer by The Business and no purported variation of these terms shall constitute a contract until accepted in writing by The Business.
2. Prices
Prices quoted by The Business are firm for 30 days only or until previously withdrawn. Unless otherwise stated, all prices are exclusive of any applicable value added tax, for which the Customer shall be additionally liable to The Business. The Business shall be entitled to increase such prices by any increase in costs between the date of order and delivery.
3. Payment
Approved credit account Customers shall pay the price in full strictly within 30 days of the date of invoice otherwise payment is due with order. If payment is not made on or before the due date, the Customer shall pay The Business interest at the rate of 4% per annum above the base lending rate of Barclays plc from the due date for payment until the date of actual payment.
4. Delivery
Delivery periods and date are given in good faith, but are not the subject of any warranty or condition, and time shall not be of the essence of the contract in these respects. No liability will attach to The Business if delivery periods or dates are not met for any reason whatsoever.
5. Warranty
The Business warrants that all Goods supplied by it will correspond to their specification and will be free from defects in materials and workmanship for a period of 12 months from the date of delivery. The Business's obligation in the event of a breach of this warranty is limited to the repair or replacement of any defective Goods, which shall be returned to The Business by the Customer. This warranty id given in lieu of all other warranties or conditions expressed or implied (whether by statue or otherwise) and is subject to the following conditions:
5.1 Claims must be notified in writing to The Business within seven days from the date of delivery.
5.2 The Business shall be under no liability in respect of any defect on the Goods arising from any drawing, design or specification supplied by the Customer.
5.3 The Business shall be under no liability if the defect or failure, in the reasonable opinion of The Business. arises from wilful damage or misuse, negligence by the Customer or any third party, failure to follow The Business's instructions, or alteration or repair of the Goods without The Business's prior approval.
5.4 The Business shall be under no liability if the price for the Goods has not been paid by the due date for payment.
5.5 The above warranty does not extend to parts, materials or equipment not manufactured by The Business, in respect of which the Customer shall be entitled only to benefit of any such warranty or guarantee as is given by the manufacturer to the Business.
5.6 Except in the case of death or personal injury caused by The Business's negligence, the Business shall not be liable for any consequential loss or damage (whether for loss of profit or otherwise) or other claims for consequential compensation.
6. Carriage
Packaging, carriage and insurance charges in respect of delivery of the Goods to the Customer will be charged to the Customer at cost to The Business.
7. Damage in Transit
The Business does not accept any liability for loss or damage to the Goods while in transit to the Customer.
8. Risk
The risk in the Goods shall pass to the Customer on delivery to the Customer or (if earlier) when possession of the Goods is taken by a carrier for delivery to the Customer.
9. Force majeure
The Business shall not be liable to the Customer or deemed to
be in breach of any contract with the Customer, by reason of any
delay on performing, or any failure to perform, any of The
Business s obligations in relation to the Goods If the delay or
failure was due to force majeure or to any other cause beyond
The Business's reasonable control
10. Reservation of Title
10.1 The Goods sold under these conditions shall remain the absolute property of The Business and legal title in the Goods shall remain vested in The Business until payment in full of all amounts invoiced or due to the Business in respect of the Goods, or until the Goods are resold by the Customer, whichever shall first occur. If the Customer shall enter into liquidation, have a winding-up order made against it, or have a receiver, administrator or administrative receiver appointed over its assets, income or any part thereof before the property in the Goods has passed in accordance with this condition. The Business shall be entitled, immediately after giving notice of its intentions to repossess the Goods, to enter upon the premises of the Customer with such transport as may be necessary and to repossess any Goods to which it has title under this condition. No liquidator, receiver, administrator or administrative receiver of the Customer shall have authority to sell Goods to which The Business has title without the prior written consent of The Business.
10.2 Until such time as the property in and legal title to the Goods passes to the Customer the Customer shall hold the Goods as The Business's fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected, insured and identified as The Business's property. Until that time, the Customer shall be entitled to resell or use the Goods in ordinary course of its business, but shall account to The Business for the proceeds of sales of the Goods, including insurance proceeds, and shall keep all such proceeds separate from any monies of the Customer and of third parties.
10.3 The Customer shall not be entitled to pledge or charge, by way of security for any indebtedness, any of the Goods which remain their property of The Business but, if the Customer does so, all monies owing by the Customer to the Business shall (without prejudice to any other right or remedy of the reseller) forthwith become due and payable.
10.4 The business shall be entitled to maintain an action for the price of the Goods notwithstanding that title in them has not passed to the Customer.
11. Insolvency of Customer
If the Customer, being a body corporate, shall pass a resolution or suffer an order of the Court to be made for winding-up, or if a receiver, administrator or administrative receiver shall be appointed or being an individual or partnership, shall suspend payment, propose or enter into any composition or arrangement with his or their creditors, or have a bankruptcy order made against him or them, then The Business shall have the right, without prejudice or any other contract with the Customer, not to proceed further with the contract, and shall be entitled to charge for work already carried out (whether completed or not) and for Goods an materials already purchased for the Customer, such charge to be an immediate debt due from the Customer.
12. Patent rights
The acceptance of a quotation includes the recognition by the Customer of the right of The Business under any patent rights, trademarks, registered designs or other intellectual property rights relating to the Goods and the Customer undertakes that patent numbers, trademarks or other trademarks on Goods supplied shall not be obliterated altered or defaced.
13. Applicable law
These conditions shall be governed by and construed in accordance with English Law and the parties acknowledgement the exclusive jurisdiction of the English Courts.