Terms and Conditions
Sunset Catering Equipment Ltd
Terms and Conditions
- Definitions
1.1 “Buyer’ means the person who accepts a quotation of the Company for the sale of the Goods or whose order for the goods is accepted for the goods of the company, by the company.
1.2 ‘Company’ means Sunset Catering Equipment Ltd.
1.3 ‘Conditions’ means the terms and conditions of sale set out in this document and any
special terms and conditions agreed in writing between the Company and the Buyer.
1.4 ‘Contract’ means the contract for the purchase and sale, or hire, of the Goods.
1.5 Delivery Date means the date specified by the Company when Goods are to be
Delivered.
1.6 “Goods’ means the articles, which the Buyer agrees to buy from the Company, or
services with regard to hire or maintenance agreements
1.7 ‘Price’ means the price for the Goods excluding transport packing and insurance.
1.8 Any reference in these Conditions to any provision of a statue shall be construed as
a reference to that provision as amended, re-enacted or extended at the relevant time.
1.9 The headings on these conditions are for convenience only and shall not affect their
interpretation.
- Basis of Sale
2.1 These conditions shall apply to all contracts for sale of Goods by the Company to the
buyer to the exclusion of all other terms and conditions including any terms of conditions
which the Buyer may purport to apply under purchase order confirmation of order to
similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods
pursuant to the conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the
Buyers acceptance of the conditions.
2.4 Any variation of the Conditions (including any special terms and conditions agreed
between the parties) shall be inapplicable unless agreed in writing by the Company.
2.5 Any advice or recommendation given by the Company, or its employees or agents to
the Buyer or its employees or agents, as to the storage applications or use of the Goods
which is not confirmed in writing by the Company, is followed or acted upon entirely at
the Buyer own risk, and accordingly the Company shall not be liable for any such advice
or recommendation which is not so confirmed.
2.6 Any typographical, clerical or other error or omission in any sales literature,
quotation, price list, acceptance of offer, invoice or other document or information issued
by the Company shall be subject to correction without liability on their part of the
Company.
- Price and Payment
3.1 The Price shall be the Company’s quoted Price or the Price set out overleaf which
shall be binding on the Company provided that the buyer shall accept the Company’s
quotation within thirty days. The Price Is exclusive of value added tax which shall be
additional payable at the rate ruling on the date of the Company’s invoice.
3.2 Payment of the Price and VAT shall be due within 28 days of the date of the invoice
unless otherwise agreed in writing with the Company without deduction or set off. Time
for payment shall be of the essence.
3.3 The Company reserves the right by giving notice to the Buyer at any time before
delivery to increase the Price of the Goods to reflect any increase in the cost to the
Company which is due to any factor beyond the control of the Company (such as,
Without limitation, any foreign exchange fluctuation, currency regulation, alteration of
Duties, significant increase in the cost of labour, materials or the costs of manufacture,
unaccounted for prerequisites) any change in delivery dates, quantities or specifications
for the Goods requested by the Buyer or any delay caused by instructions of the Buyer
or failure of the Buyer to give the Company adequate information or instructions.
3.4 If the Buyer fails to make any payment on the due date, then without prejudice to
any other right or remedy available to the Company shall be entitled to:
3.4.1 cancel the contract or suspend any further deliveries to the Buyer
3.4.2 appropriate any payment made by the Buyer to such of the Goods (supplied under
any other contract between the Buyer and the Company) as the Company may think fit
(notwithstanding any purported appropriation by the Buyer) and
3.4.3 charge the Buyer interest (both before and after and judgement of the amount
unpaid at the rate of 3% per cent per annum above Lloyds Bank ple base rate, from time
to time until the payment in full is made (a part of month being treated as a full month for
the purpose of calculating interest).
- The Goods
4.1 The quantity, quality and description of, and any specification for the Goods shall be
set out in the Company’s quotation or acknowledgement of order or, if accepted by the
Company, the Buyers order.
4.2 The Buyer shall be responsible to the Company for ensuring accuracy of the terms of
any order (including any applicable specification) submitted by the Buyer and for giving
the Company any necessary information relating to the Goods within a sufficient time to
enable the Company to perform the Contract in accordance with its terms.
4.3 If the Goods are to be manufactured or any process is to be applied to the Goods by
the Company in accordance with a specification submitted by the Buyer, the Buyer shall
indemnify the Company against all loss and damage, costs and expenses awarded
against or incurred by the Company in connection with or paid or agreed to be paid by
the Company in settlement of any claim for infringement of any patent copyright design,
trade mark or other industrial or intellectual property rights of any other person which
results from the Company’s use of the Buyer’s specification.
4.4 The Company reserves the right to make any changes to the specification of the
Goods which are required to conform with any applicable statutory EC requirements
where the Goods are to be supplied to the Buyer’s specification which do not materially
affect their quality or performance.
4.5 No order which has been accepted by the Company may be cancelled by the Buyer
except with the agreement in writing of the Company and on terms that the Buyer shall
indemnify the Company in full against all loss (including loss of profit), costs (including
cost of all labour, travel and materials used), damages, charges and expenses incurred
by the Company as a result of cancellation.
- Warranties and Liabilities
5.1 The Company warrants that the Goods will at the time of delivery correspond to the
description given by the Company
5.2 Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract
Terns Act 1977) all other warranties, conditions or terms whether implied by statue or
common lay or otherwise are hereby excluded
5.3 The warranty in clause 5.1 is given by the Company subject to the following
conditions:
5.3.1 the Company shall be under no liability in respect of any defect in the Goods
arising from any drawing. design or specification supplied by the Buyer
5.3.2 the Company shall be under no liability in respect of any defect from fair wear and
tear, wilful damage, negligence, abnormal working conditions, failure to follow the
Company instructions (whether oral or in writing) misuse or alteration or repair of the
Goods without Company approval.
5.3.3 The Company shall be under no liability under the above warranty (or any other
warranty, conditions or guarantee) if the Price and value added tax for the Goods has not
been paid by the due date for payment.
5.3.4 The above warranty does not extend to spares, material and equipment not
manufactured by the Company in respect of which the Buyer shall only be entitled to the
benefit of any such warranty or guarantee as is given by the manufacturer to the
Company.
5.4 Any claim by the Buyer which is based on any defect in the quality or condition of the
Goods or their failure to correspond with specifications shall (whether or not delivery is
refused by the Buyer) be notified to the Company within 7 days from the date 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
Buyer does not notify the Company accordingly the Buyer shall not be entitled to reject
the Goods and the Company shall have no liability for such defect or failure and the
Buyer shall be bound to pay the Price as if the Goods had been delivered in accordance
with the contract.
5.5 Where any valid claim in respect of any of the Goods which is based on any defect
in the quality or condition of the Goods or their failure to meet specifications Is notified to
the Company in accordance with these Conditions the Company shall be entitled to
replace the Goods (or the part in question) free of charge or at the Company’s sole
discretion, refund to the Buyer the Price (or a proportionate part of the Price) but the
Company shall have no further liability to the Buyer.
5.6 Except in respect of death or personal injury caused by the Company’s negligence,
the Company shall not be liable to the Buyer by reason of any representation of any
implied warranty condition or other term, or any duty at common law or under the
express terms of the Contract for any consequential loss or damage (whether for loss of
profit or otherwise costs, expenses or other claims for consequential compensation
whatsoever (and whether caused by the negligence of the Company, it’s employees or
agents or otherwise) which arise out of or in connection with the supply of the Goods or
their use or resale by the Buyer except as expressly provided in these conditions.
5.7 The Company shall not be liable to the Buyer or be deemed to be in breach of the
contract by reason of any delay in performing or any failure to perform any of the
Company’s obligations in relation to the Goods if the delay or failure was due to any
cause beyond the Company’s reasonable control.
- Delivery of Goods
6.1 Delivery of the Goods shall be made to the Buyer’s address on the Delivery Date. The Buyer shall make all the arrangements necessary to take delivery of the Goods whenever they are tendered for delivery
6.2 Any dates quoted for delivery of the Goods are approximate only and the Company
shall not be liable for any delay in delivery of the Goods howsoever caused. Time or
delivery shall not be of the essence unless previously agreed by the Company in writing.
The Goods may be delivered by the Company in advance of the other Delivery Date
upon giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered in Instalments each delivery shall constitute a
separate contract and failure by the Company to deliver any one or more of the
instalments in accordance with these Conditions or any claim by the Buyer in respect of
any one or more instalments shall not entitle the buyer to treat the contract as a whole
as repudiated
6.4 If the Company fails to deliver the Goods for any reason other than cause beyond
the Company’s reasonable control or the Buyer fault and the Company is accordingly
liable to the Buyer the Company’s liability shall be limited to the excess (if any) of the
cost to the Buyer (in the cheapest available market) of similar goods to replace those not
delivered over the Price of the Goods
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Company adequate
delivery instructions at the time stated for delivery (otherwise by reason of any cause
beyond the Buyer reasonable control or by reason the Company’s fault; then without
prejudice to any other right or remedy available to the Company the Company may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs
(including insurance) of storage or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all
reasonable storage and selling expenses) account to the Buyer for the excess over the
Price or charge the Buyer for any shortfall below the price
- Maintenance Contracts
7.1.1 In addition to our standard terms and conditions, our maintenance contracts have
the following further conditions:
7.1.2 unlimited call out charges are included
7.1.3 unlimited labour charges are included
7.1.4 annual servicing of equipment is included
7.1.5 annual gas safety checks and gas safety certificate are included
7.1.6 annual canopy clean and degrease is included
7.1.7 annual PAT testing of equipment is covered (other items at additional cost)
7.1.8 parts and chemicals are not included (are extra costs)
7.1.9 loss of goods or services are not covered under the contract
7.1.10 no provisions are covered for loan or rental of temporary equipment
7.1.11 no provision is made for additional staff in the event of a breakdown of equipment
covered either before or after a repair has been done or attempted
7.1.12 contract excludes Goods provided due to human error
7.1.13 contract excludes Goods provided due to poor housekeeping
7.1.14 contract excludes Goods provided due to limescale build ups
- Title and Risk
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
8.1.1 In the case of Goods to be delivered at the Company’s premises at the time when
the Company notifies the Buyer that the Goods are available for collection or
8.1.2 In the case of Goods to be delivered otherwise than at the Company’s premises at
the time of delivery or if the Buyer wrongfully fails to take delivery of the Goods at the
time when the Company has tendered delivery of the Goods
8.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision
to these Conditions the property in the Goods shall not pass the Buyer until the
Company has received in cash or cleared funds payment in full of the Price of the Goods
and all other Goods agreed to be sold by the Company to the Buyer for which payment
is then due.
8.3 Until such time as the property in the Goods passed to the Buyer, the Buyer shall
hold the Goods as the Company’s fiduciary agent and bailee shall keep the Goods
separate from those of the Buyer and third parties and properly stored, protected and
insured and identified as the Company’s property. Until that time the Buyer shall be
entitled to resell or use the Goods in the ordinary course of its business but shall account
to the Company for the proceeds of the sale or otherwise of the Goods whether tangible
or intangible.
8.4 Until such time as the property in the Goods passes to the Buyer (and provided the
Goods are still existence and have not been resold the Company shall be entitled at any
time to require the Buyer to deliver up the Goods to the Company and if the Buyer fails
To do so forthwith to enter any premises of the Buyer or any third party where the Goods
are stored and repossess the Goods.
8.5 The Buyer 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 the Company but if the
Buyer does so all monies owing by the Buyer to the Company shall (without prejudice to
any other right or remedy of the Company) forthwith become due and payable.
- Insolvency of the Buyer
9.1 This clause applies if:
9.1.1 the Buyer makes any voluntary with its creditors or becomes subject to an
administration order or (being an individual for firm) becomes bankrupt (being a
company) goes into liquidation (otherwise than for the purpose of amalgamation or
reconstruction) or
9.1.2 an encumbrance takes possession or a receiver or manager or administrator
receiver or administrator is appointed of any of the property or assets of the Buyer or
9.1.3 the Buyer ceases or threatens to cease to carry on business or
9.1.4 the Company reasonably apprehends that any of the events mentioned above is
about to occur in relation to the Buyer and notifies the Buyer accordingly
9.2 If this clause applies ,without prejudice to any other right or remedy to the
Company, the Company shall be entitled to cancel the Company or suspend any further
deliveries under the contract without liability to the Buyer and if the Goods have been
delivered but not paid for shall become immediately due and payable notwithstanding
any previous agreement to the contrary.
- Information
The Company will provide the Buyer on request with information to the proper and safe
use of the Goods and the Buyer shall at all times obey and comply with and shall
procure that any third party shall comply with the Company instructions or other
information relating to the use of the Goods.
- General
11.1 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 pursuant to this provision to the party giving notice.
11.2 No waiver by the Company of any breach of the Contract by the Buyer shall be
considered as a waiver of any subsequent breach of the same of any other provision.
11.3 if any provision of the Conditions is held by any competent authority to be invalid or
unenforceable in whole or in part the validity of the other provisions of these conditions
and the remainder of the provision in question shall not be affected thereby.
11.4 The Contract and the Conditions shall be governed by the laws of England.
11.5 The parties hereby submit to the exclusive jurisdiction of the English courts.