CONDITIONS OF SALE
1. DEFINITIONS In these Conditions: “Catalogue” means the Company’s catalogue from time to time; “Company”
“Customer”
means Bunzl UK Ltd, trading as Bunzl Lockhart Catering Equipment incorporating Walley and Windsor Wholesale;
“Contract” means an agreement between the Company and the customer for the sale and purchase of goods on these conditions;
means the person, firm or company to whom the goods are sold;
“Goods” means the goods sold or to be sold by the Company to the customer; “Invoice” means an invoice issued by the Company in respect of goods; and “Order” means the customer’s order as placed with the Company in accordance with condition 3.1.
2. APPLICATION OF CONDITIONS AND ADDITIONAL CONDITIONS 2.1 Orders will only be accepted and goods will only be supplied by the Company subject to these conditions.
2.2 No other conditions (including any written terms and conditions of the customer) will apply unless expressly accepted by the Company in writing.
2.3 These Conditions shall apply notwithstanding any previous representation or warranty of whatsoever nature made by the Company, its directors, employees or agents.
2.4 Neither party shall be bound by any variation, waiver or addition to these Conditions unless agreed by both parties in writing.
2.5 The Company is under no obligation to accept any order received.
3. FORMATION OF CONTRACT 3.1 The customer may place an order:- 3.1.1 in writing sent to the Company or by telephone to the Company or orally to a sales representative of the Company; or
3.1.2 by written or oral acceptance of a quotation received from the Company, in which case the Company’s quotation constitutes an invitation to treat only.
3.2 The contract shall be made when the company accepts the customer’s order. 3.3 The Company may accept the customer’s order either: 3.3.1 by written notice; or 3.3.2 by delivery of all or part of the goods to the Customer pursuant to the Order.
3.4 There is no minimum order charge. 3.5 No order may be cancelled by the customer without the company’s written agreement. If the customer cancels such an order, the customer must indemnify the Company in full against all loss (including loss of profit), costs (including but not limited to all labour and materials used), damages, charges and/or expenses incurred by the Company in relation to the order and/or cancellation.
3.6 Goods ordered in error by a customer cannot be returned to the Company unless the Company agrees and the customer agrees to pay a reasonable restocking fee to cover the Company’s administrative and other costs incurred
in accepting the returned goods. 3.7 The Company is under no obligation to accept any order received.
4. DELIVERY 4.1 Delivery dates are approximate only. Whilst the Company will use reasonable endeavours to meet delivery dates, the Company does not accept responsibility or liability if any delivery dates are not met. Time for delivery shall not be of the essence of any contract and shall not be made so by the service of any notice.
4.2 The Company may deliver any order in instalments and invoice the customer separately for each such delivery.
4.3 If the customer refuses or fails to take delivery of goods tendered in accordance with the contract, or fails to take any action necessary on its part for delivery of the goods, the Company may: 4.3.1 terminate the contract with immediate effect; 4.3.2 dispose of the goods as the Company may determine; and 4.3.3 recover from the customer any loss and/or additional costs incurred as a result of such refusal or failure (including but not limited to storage costs from the due date of delivery).
4.4 Section 32(2) of the Sale of Goods Act 1979 shall not apply. The Company shall not be required to give the customer the notice specified in Section 32(3) of that Act.
4.5 Unless otherwise expressly provided, goods shall be delivered to the customer’s usual business address as notified to the Company.
4.6 The Company reserves the right to make a charge for delivery where the value of the goods is below such sum as the Company may from time to time specify or where the customer requests special delivery requirements.
5. PRICES
5.1 All goods are sold by the Company at its current selling prices at the date of acceptance of order. The Company may adjust or withdraw any quotation at any time before acceptance of order under Condition 3.
5.2 Any installation costs will be quoted separately according to the circumstances applicable. Any installation services provided by the Company or its contractors shall be subject to the Company’s standard terms of supply and installation current at the date of such installation.
5.3 Unless otherwise specified, VAT and any other tax or duties payable by the customer shall be added to the price of the goods.
5.4 All discounts offered are subject to payment being received by the due date. Non-payment within this time will at the Company’s discretion result in the discount being withdrawn on this and all outstanding accounts.
9. LIMITATION OF LIABILITY
9.1 The Company is a reseller of goods manufactured by third parties. This condition limits the scope of the Company’s liability to the customer in relation to the quality, nature and/or condition of goods:- 9.1.1 the company’s sole responsibility shall be to give the customer the same warranty as given to it in respect of the relevant goods by the person, firm or company which supplied those goods to the Company (the “Company’s Supplier”);
9.1.2 the Company shall not be liable for any defect or fault in any goods for any sum greater than the amount recovered in respect of the relevant goods from the Company’s Supplier; and
9.1.3 for the avoidance of doubt, the warranty in Condition 9.1.1 is the only warranty given by the Company in relation to the goods and all other conditions or warranties as to description, suitability, quality or state, whether expressed or implied, whether statutory or otherwise, are expressly excluded.
6. PAYMENT 6.1 The customer shall pay the Company for the goods in local currency within 21 days from the date of invoice. Time of payment shall be of the essence of all contracts.
6.2 A credit limit may be agreed by the Company in favour of the customer. The Company may cancel, amend or vary such credit limit from time to time.
6.3 The Company may appropriate any payment made by the customer towards the satisfaction of any invoice outstanding from time to time as the Company in its absolute discretion thinks fit.
6.4 The customer may not by reason of any claim against the Company withhold payment of the price of the goods, or claim any right of set-off against any payment due by the customer to the Company under any contract.
6.5 If the customer fails to make any payment due to the Company on the due date:- 6.5.1 the customer shall pay interest to the Company on any overdue amount at the rate of 2% over NatWest plc’s base rate from time to time, to run from the due date for payment until receipt by the Company of the full amount, whether before or after judgment;
6.5.2 the entire balance outstanding on all invoices shall become payable in full to the Company immediately without further demand, despite any provisions to the contrary in any invoice or otherwise; and
6.5.3 the Company may, without prejudice to any other right or remedy available to it:- (1) delay or withhold or suspend delivery under, or cancel, any or all orders and/or contracts;
(2) retain any amount already paid to it by the customer; and/or (3) inspect, repossess and/or sell the goods or any of them at any time and the customer shall permit the Company’s employees and/or agents to enter upon any or all of the customer’s premises or vehicles for that purpose, with or without vehicles. These rights shall continue after and despite the termination for any reason of any contract and is without prejudice to any accrued rights of the Company under such contract.
6.6 If and when any of the termination events specified in Condition 11 occur, the price of any goods which have not yet been paid for in full shall become due immediately (despite any credit period allowed by the Company) and the customer shall cease to have any right to use, sell or otherwise dispose of those goods.
6.7 The Company does not operate a sale or return policy and (unless otherwise provided in these conditions) will therefore not accept returns of goods unless agreed by the Company in writing.
7. RETENTION OF TITLE
7.1 Title in goods delivered to the customer shall remain in the legal and beneficial ownership of the Company until all sums due from the customer to the Company under any contract or other agreement have been paid in full.
7.2 Until title in the goods passes, the customer shall: 7.2.1 hold the goods as bailee for the Company, take proper care of them and take all reasonable steps to prevent any damage to or deterioration of them;
7.2.2 store or keep the goods separately, so as to show clearly that they belong to the Company;
7.2.3 insure the goods with reputable insurers against all relevant risks for an amount that is not less than the price of such goods and shall, if required to do so by the Company, prove to the Company that such insurance has been effected;
7.2.4 not sell or part with possession of the goods; 7.2.5 keep the goods free from any mortgage, charge, lien or other encumbrance;
7.2.6 notify the Company immediately if any of the events specified in Condition 11.1.1 to 11.1.5 inclusive occurs; and
7.2.7 not remove, alter, obscure, or otherwise interfere with any identifying marks or labels placed on the goods or their packaging by the Company.
7.3 Despite this Condition 7, the Company may: 7.3.1 bring an action against the customer for the price of the goods if the customer fails to pay for them in full by the due date, even though property in the goods has not passed to the customer; and/or
7.3.2 by notice to the customer at any time after delivery pass property in the goods to the customer as from the date of such notice.
8. RISK OF DAMAGE TO GOODS
8.1 Risk in the goods shall pass to the customer when the goods are delivered to the customer, its agent or contractor.
8.2 If it is impractical to examine the goods immediately on delivery, the customer must clearly mark the delivery documents to state that the goods are unexamined before signing those documents.
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