Page 2751 - A.J. Kitchen & Service

TERMS AND CONDITIONS OF SALE

INTERPRETATION Where appropriate, shipping schedules shall be agreed between the parties, however the Equipment
«Seller means Robot-Coupe (UK) Limited (company number: 01393429). is sold subject to availability and the Seller shall be entitled to allocate for delivery to the Buyer smaller
«Buyer» means the other party contracting with the Seller. quantities of the Equipment than those ordered if in the Seller’s sole opinion its supplies shall be in-
«Conditions» means the standard terms and conditions of sale set out in this document and (unless the sufficient to meet the requirements of all its customers.
context otherwise requires) including any special terms and conditions agreed in writing between the
PRICES AND CARRIAGE
Buyer and the Seller in accordance with clause 3(c).
Unless otherwise stated all prices for the Equipment shall be those in the Seller’s current price list and,
«Contract» means the contract for the sale and purchase of the Equipment.
unless otherwise stated, shall be inclusive of all charges other than VAT or any other sales tax (which
«Default» means any act, statement, omission, breach of obligation (whether expressed or implied,
shall be payable by the Purchaser subject to receipt of a valid VAT invoice).
condition or warranty) contained in, precedent or collateral to the Contract, breach of duty under
All orders shall be subject to a carriage charge, price upon application.
statute or at common law or negligence by or on the part of the Seller in connection with or arising out
PAYMENT
of the subject matter of the Contract.
Unless the Buyer has established an account with the Seller full payment will be paid with each order.
«Equipment» means the goods including spare parts, purchased by the Buyer or to be serviced or re-
Where the Buyer has established an account with the Seller payment will be made in full 28 days from
paired by the Seller.
the date of invoice or as otherwise agreed between the Seller and the Buyer.
GENERAL
CANCELLATION
It is acknowledged that all Equipment purchased under the Conditions are required by the Buyer in the
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agree-
course of his business.
ment in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all
BASIS OF THE SALE
loss (including loss of profit) costs (including the costs of all labour and materials used) damages,
The Seller shall sell and the Buyer shall purchase the Equipment in accordance with any written order
charges and expenses incurred by the Seller as a result of cancellation.
of the Buyer which is accepted by the Seller subject to the Conditions which shall govern the Contract
RETENTION OF TITLE
to the exclusion of any other terms and conditions subject to which any such order is made or pur-
The Seller and the Buyer expressly agree that until payment has been made in full for the Equipment:
ported to be made by the Buyer.
Property in any order of the Equipment shall not pass to the Buyer until the Seller has received in cash
No binding Contract shall in any event arise until the Buyer’s written order has been accepted by the
or cleared funds payment in full of the price of that order and all other Equipment supplied by the Seller
Seller.
to the Buyer for which payment is then due.
No variation of the Conditions shall be binding unless agreed in writing between the Seller and the
Until such time as the property in the Equipment passes to the Buyer, the Buyer shall:
Buyer.
hold the Equipment as the Seller’s fiduciary agent and bailee; keep the Equipment separate from those
Any samples, illustrations or descriptive material including but not limited to particulars of shade and
of the Buyer and third parties and properly stored, protected, insured and identified as the Seller’s
pattern and other information contained in the Seller’s brochures, advertising material or elsewhere
property; and be entitled to resell or use the Equipment in the ordinary course of its business (unless
shall not form part of the Contract and shall be treated as approximate and for guidance only unless
the Seller revokes such entitlement in writing). On any such sale or use of the Equipment the Buyer
specifically stated otherwise. The Seller may at its discretion from time to time vary the design of the
shall sell or use those Equipment as have been longest in its possession.
Equipment from that advertised without notice to the Buyer provided that any such variations do not
Until such time as the property in the Equipment passes to the Buyer (and provided that the Equipment
constitute material alterations to the Equipment.
is still in existence and has not been resold) the Seller shall be entitled; at anytime to enter upon any
PRODUCT WARRANTY
premises where the Equipment is stored to inspect it; and at any time to require the Buyer to deliver
The terms of any specific product guarantee offered by the Seller to customers of the Equipment shall
up the Equipment to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of
be specifically made part of the Conditions. The Buyer undertakes to observe the Seller’s service
the Buyer or any third party where the Equipment is stored and repossess the Equipment.
policy as laid down from time to time.
The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness
The Seller warrants that the Equipment will correspond with its specification at the time of delivery and
any of the Equipment which remain the property of the Seller, but if the Buyer does so all monies owing
will be free from defects in material and workmanship for a period of 12 months from delivery.
by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith
The above warranty is given by the Seller subject to the following conditions:
become due and payable.
the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful
The Buyer shall insure the Equipment with a reputable insurance company for its full market value and
damage, negligence, failure to follow the Seller’s instructions (whether oral or in writing), misuse, al-
will provide such evidence of cover and payment of premium as the Seller may reasonably require. The
teration, or repair of the Equipment without the Seller’s approval; and the Seller shall be under no lia-
Buyer further agrees to procure that the Seller is specified as loss payee in any such contract of insur-
bility under the above warranty (or any other warranty, condition or guarantee) if the defect is found to
ance, if the Seller should so elect.
result from alteration or repairs made by the Buyer or on his authority without written consent of the
FORCE MAJEURE
Seller.
The Seller shall not be liable to the Buyer or be deemed to be in breach of any Contract to which the
Where any valid claim in respect of any of the Equipment which is based on any defect in the quality
Conditions apply by reason of any delay in performing, or any failure to perform, any of its obligations
or condition of the Equipment or their failure to meet specification is notified to the Seller in accordance
in relation to the Equipment, to the extent that the delay or failure was beyond the Seller’s reasonable
with the Conditions, and the defective Equipment has been returned to the Seller with each part with
control.
which it was sold together with a report setting out the name and address of the end customer, the
If the Seller is prevented from fulfilling any order or Contract with a reasonable time by force majeure,
date of purchase and the defect reported, the Seller shall, at its sole discretion, replace the Equipment
it will notify the Buyer of the delay. The Seller shall be under no liability to the Buyer and shall be en-
(or the part in question) free of charge or refund to the Buyer the price of the Equipment (or a propor-
titled to extend the time or times for delivery or otherwise performing such Contract for so long as such
tionate part of the price) but the Seller shall have no further liability to the Buyer.
cause of prevention or delay shall continue.
The Buyer shall return the defective Equipment to the Seller together with each and every part with
If the event of force majeure continues for a period of more than 3 months, the Buyer shall have the
which it was sold in a reasonable and proper condition save for the defect of which complaint is made.
right on giving notice to the Seller to terminate any Contract to which these Conditions apply.
Each such item of Equipment returned must be accompanied by a report from the Buyer setting out
the name and address of the customer, the date of the purchase and the defect reported. INTELLECTUAL PROPERTY RIGHTS
The Equipment includes designs (the «Designs») which are the property of the Seller. The Buyer ac-
CONDITIONS, WARRANTIES AND REPRSENTATIONS EXCLUDED
knowledges that the Seller owns the copyright, design right and all other intellectual property rights in
The Seller gives only those express warranties set out in condition 4 and no other conditions, warran-
the Designs.
ties or representations (whether express or implied) are given, save as may be required to be given by
The Buyer agrees that the Designs may not be reproduced or used in any way except with the prior
law.
written consent of the Seller.
In particular, but without prejudice to the generality of the foregoing, the implied conditions as to
The Seller has not knowingly infringed any intellectual property rights of any third party but does not
satisfactory quality shall be deemed to be satisfied after the expiration of twelve months and the only
warrant or give any assurance to the Buyer that any Design does not infringe the intellectual property
purpose for which the Equipment is supplied are laid down in the manual supplied with the Equipment.
rights of any third party.
In relation to any Default the Seller will accept unlimited liability for:
The Buyer shall leave in position and not cover, deface of erase any notices or other marks (including
death or personal injury caused by the negligence of the Seller; and anything else for which the Seller
without limitation serial numbers and notices that a trade mark, design, patent or copyright relating to
cannot at law limit or exclude its liability.
the Equipment is owned by the Seller or a third party) which the Seller may place on or affix to the
The Seller will not be liable for the following loss or damage however caused/arising directly or indi-
Equipment.
rectly out of any Default and even if foreseeable by the Seller:
The Buyer shall not in any of its stationery nor by any sign at its premises or otherwise indicate that it
economic loss including administrative and overhead costs, loss of profits, business, contracts, reve-
is in any way connected with the Seller other than that it is an appointed stockist of the Equipment.
nues, goodwill, production and anticipated savings of every description; loss arising from any claim
made against the Buyer by any other person; or loss or damage arising from the Buyer’s failure to GENERAL
fulfil its responsibilities or any matter under the control of the Buyer. The Buyer shall not without the prior written consent of the Seller sub-contract or assign the Contract
Except for the liabilities accepted by the Seller under sub-clause 5(b) the Seller’s liability for any one to any other party.
Default shall be limited to an amount equal to the price of the Equipment. Each clause and sub-clause in these Conditions is separate and severable and enforceable accordingly.
DELIVERY GOVERNING LAW AND JURISDICTION
Risk of loss of or damage to any order of the Equipment shall pass to the Buyer at the time of delivery This Contract shall be governed by and construed in accordance with the laws of England and Wales
to the agreed place of delivery or if the Buyer wrongfully fails to take delivery of the Equipment, the and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.
time when the Seller has tendered delivery of the Equipment.
Dates of delivery are considered as approximate only unless there is a specific agreement to the
contrary.