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Terms & Conditions of Business

Bournville CateringTerms & Conditions of Business

Standard Terms & Conditions of Business are set out below. The accompanying Quotation / Order may vary these terms and further explains how the Price is calculated. The Quotation and the Terms & Conditions of Business will together form the Contract. To Contract with us, you must sign and return a copy of the Quotation to record agreement to the Price, costs, charges and Terms & Conditions of Business.

  • 1 Definitions and interpretation
    • 1.1 In these Conditions the following definitions apply:
    • Affiliate means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;
    • Business Day means a day other than a Saturday, Sunday or bank or public holiday;
    • Conditions means the Supplier’s terms and conditions of sale set out in this document;
    • Confidential Information means any commercial, financial or technical information, information relating to the Deliverables, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by the Customer in performing its obligations under, or otherwise pursuant to the Contract;
    • Contract means the agreement between the Supplier and the Customer for the sale and purchase of the Deliverables incorporating these Conditions and the Order;
    • Customer means the company or person who purchases the Deliverables from the Supplier and whose details are recorded within the Quotation;
    • Deliverables means the Goods or Services or both as the case may be;
    • Force Majeure means an event or sequence of events beyond any party’s reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;
    • Goods means the goods and related accessories, spare parts and documentation and other physical material set out in the Order or understood by the parties to be included in the Goods and to be supplied by the Supplier to the Customer;
    • Location means the address(es) for delivery of the Goods and performance of the Services as set out in the Order;
    • Order means the Customer’s order for the Deliverables in substantially the same form as set out in the Quotation;
    • Price has the meaning given in clause 3.1;
    • Quotation means the document accompanying these terms
    • Services means the services set out in the Order and to be supplied by the Supplier to the Customer;
    • Specification means the description or specification of the Deliverables set out or referred to in the Order;
    • Supplier means Bournville Catering Equipment Limited [CRN: 05086220] whose registered office is at The Old School House Forshaw Heath Lane, Earlswood, Solihull, West Midlands, B94 5LH ; &
    • 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 Deliverables.
    • 1.2 In these Conditions, unless the context otherwise requires:
      • 1.2.1 a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);
      • 1.2.2 any clause, schedule or other headings in these Conditions are included for convenience only and shall have no effect on the interpretation of these Conditions;
      • 1.2.3 a reference to a ‘party’ means either the Supplier or the Customer and includes that party’s personal representatives, successors and permitted assigns;
      • 1.2.4 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns
      • 1.2.5 a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
      • 1.2.6 a reference to a gender includes each other gender;
      • 1.2.7 words in the singular include the plural and vice versa;
      • 1.2.8 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
      • 1.2.9 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
      • 1.2.10 a reference to legislation is a reference to that legislation as in force at the date of the Contract; and
      • 1.2.11 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
  • 2 Application of these Conditions
    • 2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
    • 2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
    • 2.3 No variation of these Conditions or to an Order or to the Contract, shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Customer.
    • 2.4 Each Quotation / Order by the Customer to the Supplier shall be an offer to purchase the Deliverables subject to these Conditions.
    • 2.5 An Order / Quotation may be withdrawn or amended by the Customer at any time before acceptance by the Supplier. If the Supplier is unable to accept an Order, it shall notify the Customer promptly.
    • 2.6 The offer constituted by an Order / Quotation shall remain in effect and capable of being accepted by the Supplier for 20 Business Days from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn
    • 2.7 The Supplier may accept or reject an Order / Quotation at its discretion. It shall not be accepted, and no binding obligation to supply any Deliverables shall arise, until the earlier of:
      • 2.7.1 the Supplier’s written acceptance of the Order / Quotation; or
      • 2.7.2 the Supplier delivering or performing the Deliverables or notifying the Customer that they are ready to be delivered or performed (as the case may be).
    • 2.8 Rejection by the Supplier of an Order / Quotation, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
    • 2.9 Marketing and other promotional material relating to the Deliverables are illustrative only and do not form part of the Contract.
  • 3 Price
  • 3.1 The price for the Deliverables shall be as set out in the Quotation / Order (Price).
  • 3.2 The Prices are exclusive of Value Added Tax, which will be charged at the applicable rate at the date of invoice.
  • 3.3 The Customer shall pay the Price and VAT in one of three ways:
    • 3.3.1 in full at the time you place your order; or
    • 3.3.2 in a number of staged payments often involving a deposit of 50% or such other amount agreed between us when the parties enter into the Contract and the balance when you receive our invoice upon completion of the Deliverables; or
    • 3.3.3 at the time you receive our invoice upon completion of the Deliverables.
  • 3.4 The Supplier may increase the Prices at any time by giving the Customer not less than 5 Business Days’ notice in writing.
  • 3.5 Notwithstanding clause 3.3, the Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Deliverables which exceeds 10% and which is due to any factor beyond the control of the Supplier.
  • 4 Payment
  • 4.1 The Supplier shall invoice the Customer for the Deliverables at any time.
  • 4.2 The Customer shall pay all invoices:
    • 4.2.1 in full without deduction or set-off;; and
    • 4.2.2 to the bank account nominated by the Supplier.
  • 4.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
    • 4.3.1 the Supplier may, without limiting its other rights, charge interest on such sums at 8% a year above the base rate of Lloyds Bank Plc from time to time in force, and
    • 4.3.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment; and
    • 4.3.3 to recover from the Customer on a full indemnity basis together with interest thereon all costs incurred by it in obtaining payment including solicitors’ fees and costs associated with so doing.
  • 5 Credit limit
  • The Supplier may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.
  • 6 Delivery and performance
  • 6.1 The Goods shall be delivered by the Supplier to the Location specified in the Order / Quotation. The Goods shall be deemed delivered by the Supplier only on completion of unloading of the Goods at the Location unless agreed otherwise.
  • 6.2 The Supplier may deliver or perform the Deliverables in instalments. Any delay in performance or defect in an instalment shall not entitle the customer to cancel any other instalment.
  • 6.3 Time is not of the essence in relation to the performance or delivery of the Deliverables. The Supplier shall use its reasonable endeavours to meet estimated dates for delivery and performance, but any such dates are approximate only.
  • 6.4 The Supplier shall not be liable for any delay in or failure of performance caused by:
    • 6.4.1 the Customer’s failure to: (i) make the Location available, (ii) prepare the Location in accordance with the Supplier’s instructions OR as required for the Deliverables or (iii) provide the Supplier with adequate instructions for performance or delivery or otherwise relating to the Deliverables;
    • 6.4.2 Force Majeure.
  • 7 Risk
  • Risk in the Goods shall pass to the Customer on Delivery.
  • 8 Title
    • 8.1 Title to the Goods shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Goods.
    • 8.2 Until title to the Goods has passed to the Customer, the Customer shall:
      • 8.2.1 hold the Goods as bailee for the Supplier;
      • 8.2.2 store the Goods separately from all other material in the Customer’s possession;
      • 8.2.3 take all reasonable care of the Goods and keep them in the condition in which they were delivered;
      • 8.2.4 insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting the Supplier’s interest on the policy;
      • 8.2.5 ensure that the Goods are clearly identifiable as belonging to the Supplier;
      • 8.2.6 not remove or alter any mark on or packaging of the Goods;
      • 8.2.7 inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 13.1.1 to 13.1.4 or 13.2.1 to 13.2.11; and
      • 8.2.8 on reasonable notice permit the Supplier to inspect the Goods during the Customer’s normal business hours and provide the Supplier with such information concerning the Goods as the Supplier may request from time to time.
    • 8.3 Notwithstanding clause 8.2, the Customer may use the Goods in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an event specified in clauses 13.1.1 to 13.1.4 or 13.2.1 to 13.2.11 has occurred or is likely to occur.
    • 8.4 If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 13.1.1 to 13.1.4 or 13.2.1 to 13.2.11, the Supplier may:
      • 8.4.1 require the Customer at the Customer’s expense to re-deliver the Goods to the Supplier; and
      • 8.4.2 if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.
  • 9 Warranty
    • 9.1 The Supplier warrants that, for a period of 6 months from delivery (the Warranty Period), the Deliverables shall:
      • 9.1.1 conform in all material respects to any sample, their description and to the Specification;
      • 9.1.2 be free from material defects in design, material and workmanship;
      • 9.1.3 if Goods, be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
      • 9.1.4 if Services, be supplied with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, Part II, s 13;
      • 9.1.5 be fit for purpose and any purpose held out by the Supplier and set out in the Order / Quotation and as otherwise required to meet the Customer’s needs; and
      • 9.1.6 any media on which the results of the Services are supplied shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
    • 9.2 The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer’s business and needs.
    • 9.3 The Supplier shall, at its option, correct, repair, remedy, re-perform or refund the Deliverables that do not comply with clause 9, provided that the Customer:
      • 9.3.1 serves a written notice on Supplier not later than 5 Business Days from delivery or performance in the case of defects discoverable by a physical inspection, or within a reasonable period of time from delivery or performance in the case of latent defects;
      • 9.3.2 such notice specifies that some or all of the Deliverables do not comply with clause 9.1 and identifying in sufficient detail the nature and extent of the defects; and
      • 9.3.3 gives the Supplier a reasonable opportunity to examine the claim of the defective Deliverables.
    • 9.4 The provisions of these Conditions shall apply to any Deliverables that are corrected, repaired, remedied or re-performed with effect from delivery or performance of those Deliverables.
    • 9.5 Except as set out in this clause 9:
      • 9.5.1 the Supplier gives no warranty and makes no representations in relation to the Deliverables; and
      • 9.5.2 shall have no liability for their failure to comply with the warranty in clause 9.1, and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982 and ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted.
  • 10 Indemnity and insurance
    • 10.1 The Customer shall indemnify, and keep indemnified, the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the Customer’s obligations under the Contract.
    • 10.2 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.
  • 11 Limitation of liability
    • 11.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 11.
    • 11.2 Subject to clauses 11.5 and 11.6, the Supplier’s total liability shall not exceed the value of the Contract.
    • 11.3 Subject to clauses 11.5 and 11.6, the Supplier shall not be liable for consequential, indirect or special losses.
    • 11.4 Subject to clauses 11.5 and 11.6, the Supplier shall not be liable for any of the following (whether direct or indirect):
      • 11.4.1 loss of profit;
      • 11.4.2 loss of data;
      • 11.4.3 loss of use;
      • 11.4.4 loss of production;
      • 11.4.5 loss of contract;
      • 11.4.6 loss of opportunity;
      • 11.4.7 loss of savings, discount or rebate (whether actual or anticipated);
      • 11.4.8 harm to reputation or loss of goodwill.
    • 11.5 The limitations of liability set out in clauses 11.2 to 11.4 shall not apply in respect of any indemnities given by either party under the Contract.
    • 11.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
      • 11.6.1 death or personal injury caused by negligence;
      • 11.6.2 fraud or fraudulent misrepresentation;
      • 11.6.3 any other losses which cannot be excluded or limited by applicable law;
  • 12 Force Majeure
    • 12.1 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
      • 12.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and
      • 12.1.2 uses best endeavours to minimise the effects of that event.
    • 12.2 If, due to Force Majeure, a party:
      • 12.2.1 is or shall be unable to perform a material obligation; or
      • 12.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 14 days;
  • 13 Termination
    • 13.1 The Supplier may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:
      • 13.1.1 the Customer commits a material breach of the Contract and such breach is not remediable;
      • 13.1.2 the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
      • 13.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Supplier has given notification that the payment is overdue; or
      • 13.1.4 any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
    • 13.2 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
      • 13.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
      • 13.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;
      • 13.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
      • 13.2.4 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
      • 13.2.5 has a resolution passed for its winding up;
      • 13.2.6 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
      • 13.2.7 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
      • 13.2.8 has a freezing order made against it;
      • 13.2.9 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title in those items;
      • 13.2.10 is subject to any events or circumstances analogous to those in clauses 13.2.1 to 13.2.9 in any jurisdiction;
      • 13.2.11 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 13.2.1 to 13.2.10 including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
    • 13.3 The Supplier may terminate the Contract at any time by giving not less than four’ weeks’ notice in writing to the Customer if the Customer undergoes a change of Control
    • 13.4 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 136, it shall immediately notify the Supplier in writing.
    • 13.5 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
  • 14 Notices
    • 14.1 Any notice or other communication given by a party under these Conditions shall:
      • 14.1.1 be in writing and in English;
      • 14.1.2 be signed by, or on behalf of, the party giving it; and
      • 14.1.3 be sent to the relevant party at the address set out in the Contract
    • 14.2 Notices may be given, and are deemed received:
      • 14.2.1 by hand: on receipt of a signature at the time of delivery;
      • 14.2.2 by post: at 9.00 am on the second Business Day after posting;
      • 14.2.3 by email provided confirmation is sent by first class post: on receipt of a delivery OR read receipt email from the correct address.
    • 14.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 14.1 and shall be effective:
      • 14.3.1 on the date specified in the notice as being the date of such change; or
      • 14.3.2 if no date is so specified, 5 Business Days after the notice is deemed to be received.
    • 14.4 All references to time are to the local time at the place of deemed receipt.
    • 14.5 This clause does not apply to notices given in legal proceedings or arbitration.
    • 14.6 A notice given under these Conditions is not validly served if sent by email.
  • 15 Cumulative remedies
  • The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.
  • 16 Time
  • Unless stated otherwise, time is of the essence for any date or period specified in the Contract in relation to the Customer’s obligations only.
  • 17 Further assurance
  • The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
  • 18 Entire agreement
    • 18.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
    • 18.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract [or any documents entered into pursuant to it]. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
    • 18.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
  • 19 Variation
  • No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, the Supplier.
  • 20 Assignment
    • 20.1 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent;
    • 20.2 Notwithstanding clause 20.1, the Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives the Supplier prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself.
  • 21 Set off
    • 21.1 The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the Supplier has with the Customer.
    • 21.2 The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
  • 22 Equitable relief
  • The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
  • 23 Severance
    • 23.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
    • 23.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
  • 24 Waiver
    • 24.1 No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
    • 24.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
    • 24.3 A waiver of any term, provision, condition or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.
  • 25 Compliance with law
  • The Customer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
  • 26 Conflicts within contract
  • If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail.
  • 27 Third party rights
    • 27.1 Except as expressly provided for in clause 27.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
    • 27.2 Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.
  • 28 Governing law
  • The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
  • 29 Jurisdiction
  • The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).