Terms and Conditions 2017
1.1 Unless otherwise agreed in writing:
1.1.1 Any contract relating to the supply of catering or bar equipment or other such products (‘Goods’) by Mitchell & Cooper Ltd (“the Company”) to you the customer (“the Customer”) shall be subject to the terms and conditions (‘Conditions’) set out herein;
1.1.2 The Company’s invoice together with these Conditions constitute the contract (‘Contract’) and shall apply to all agreements for the provision of Goods to the exclusion of all other terms and conditions;
1.1.3 Any variation in these Conditions shall have no effect unless confirmed by the Company in writing.
1.2 By placing an order with the Company for the provision of Goods, the Customer accepts to be bound by all of the Conditions contained herein.
1.3 For the avoidance of doubt, each order for Goods will constitute a separate contract.
2.1 The Company will agree with the Customer the Goods to be provided to the Customer from time to time together with an appropriate price.
2.2 The Company shall be entitled in its discretion to delegate the provision or supply of the Goods or any part of its services or any part of the Goods to any associate, agent or sub-contractor.
2.3 The Company shall use its reasonable skill and care when implementing the Customer’s instructions but both parties acknowledge that the Company does not guarantee the suitability of any particular item. Except fair wear and tear, misuse, damage and Goods specified to have no commercial warranty, the Company guarantees any Goods its supplies against faulty materials and workmanship for the period of 12 months from the date of the invoice but all other conditions or warranties, express or implied (whether by statute or otherwise), are expressly excluded to the fullest extent permitted by law.
2.4 In the event that Goods are returned for repair outside of the warranty period referred to in clause 2.3, the Customer will be charged for such repairs and parts at the then current rate.
3.1 The price specified by the Company in its quote (“Quote”) applies only on the basis of quantities and specification shown unless otherwise stated. If the volume or specification of Goods ordered is varied then the Company shall be entitled to amend the price accordingly.
3.2 Prices shown on the Company’s price list are those current on the date of publication and are subject to alteration or withdrawal without prior notice. If in the instance between the date of order and the date of delivery an increase in the manufacturer’s price to the Company occurs then the Company shall be entitled to increase the price correspondingly with immediate effect.
3.3 All prices are subject to the addition of VAT and delivery charges at the rate current at the time of issue of the invoice.
3.4 Unless otherwise agreed in writing payment of all invoices is due by the end of the month following the month of invoice. Time for payment of invoices shall be of the essence and if the Customer fails to make due payment of any money owed by it, the Company may withhold the provision of any or all Goods which have been ordered until payment has been received in full.
3.5 In the event of non-payment or late payment, the Company reserves the right to charge interest on outstanding amounts at a rate up to the maximum prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 in force from time to time, which shall be payable on all overdue accounts. All debt collection and legal charges will be added to the amount due.
3.6 In the event that a Customer is afforded credit or account facilities, in addition to its rights to charge interest in accordance with clause 3.5, the Company reserves the right to terminate such arrangements, suspend or withhold delivery of any order of Goods and/or terminate the Contract until any and all outstanding payments have been received in full.
4.1 Delivery of the Goods is subject to the Goods being available. In the event that the Goods are not available from the Manufacturer or as a result of other factors beyond the Company’s control, the Company will notify the Customer in writing and the order will be cancelled. In these circumstances, the Company will have no liability whatsoever.
4.2 Any date of delivery or of performance quoted by the Company is approximate and is subject to availability from the Company or the Manufacturer (as applicable) and other contingencies beyond the Company’s control. For these purposes, time shall not be of the essence. Delay in delivery shall not give the Customer the right to cancel its order nor render the Company liable for any loss or damage occasioned to the Customer by such delay.
4.3 The Company may suspend delivery of any order or part order if at any time the Customer becomes insolvent or fails to make payment of any money owed by it for goods or services supplied by the Company under any other contract when the payment falls due until payment has been received in full. Where delivery of Goods is to be made in instalments, each instalment shall constitute a separate contract.
5. ACCEPTANCE OF GOODS AND RETURNS
5.1 The Customer will be responsible for checking the Goods for damage or quantity upon delivery or collection. Returns or items which are thought to be defective must be notified to the Company in writing within 7 (seven) working days of delivery and the Customer shall otherwise be deemed to have accepted the Goods. Subject to clause 2.3, where the Customer accepts or has been deemed to have accepted any Goods then the Company shall have no liability whatsoever to the Customer in respect of those Goods.
5.2 Returns can only be accepted where the Customer has contacted the Company and obtained a Returns Number.
5.3 Any Goods returned must be in perfect condition and any transportation charges will be paid by the Customer, and is the customer’s full responsibility until it reaches us.
5.4 Returns will, in cases where the return is for reasons generated by the Customer, be subject to a 20% handling charge.
6.1 The risk in the Goods shall pass to the Customer when they leave the Company’s premises. In the case of Goods to be collected from the Company’s premises, risk of damage or loss of the Goods shall pass to the Customer at the time of collection.
6.2 Notwithstanding clause 6.1, the property in the Goods shall not pass to the Customer until the Company has received the payment of the sums due in respect of the Goods (and any other sums that are due or owing to the Company) in full, whether or not delivery or collection has been made. Until such time as the property in the Goods passes to the Customer by virtue of full payment, the Customer shall hold the Goods on a fiduciary basis as bailee for the Company and the Customer shall store the Goods (At no cost to the Company) separately from all other Goods in its possession and marked in such a way that they are clearly identified as the Company’s property. The Company shall be entitled, at any time, to require the Customer to deliver up the Goods to the Company. If the Customer fails to do so forthwith the Company may enter the premises of the Customer or any third party where the Goods are stored and repossess the Goods.
7.1 In the event of termination of the Contract for whatever reason, the Customer will be responsible for the price due including expenses incurred by the Company on the Customer’s behalf up to and including the end of any notice period.
7.2 Cancellation of any order will be subject to a cancellation fee. The maximum cancellation fee will be 100% of the order value.
7.3 In the event that invoices which have been duly rendered remain outstanding after 30 days the Company reserves the right to suspend supply of the Goods or to terminate the Contract without prejudice to any outstanding liabilities.
8.1 The Company accepts no responsibility or liability whatsoever for any indirect, special or consequential loss or other damages howsoever caused or any liability arising from the Goods or services supplied or provided or delay in delivery to the Customer hereunder except in the case of personal injury or death caused solely by the Company’s negligence.
8.2 The Company will do its utmost to ensure that the Goods ordered by the Customer will correspond with any samples shown to the Customer. However, the Company will not accept liability for any variation in the manufacture of Goods.
8.3 The Company shall not be liable under any circumstances for the use to which the Goods are put. The Customer should take all steps to satisfy itself as to the suitability of the Goods. The Customer warrants and agrees that in placing an order under these Conditions, it has not relied upon any representations whether written or oral made by or on behalf of the Company.
Any notices required or permitted to be given by either party to the other under these conditions may be given by fax, post or e-mail. In the case of fax or e-mail, the notice shall be deemed to have been delivered upon transmission by the sender. In the case of notice by post, delivery shall be deemed to occur on the day after posting.
10. FORCE MAJEURE
The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of its obligations in relation to the Goods if the delay or failure is due to any cause beyond its reasonable control.
The Customer shall indemnify and keep the Company indemnified against any and all proceedings, claims, damages, losses, expenses or liabilities which it may incur or sustain in the course of providing the Goods or the services.
12. GOVERNING LAW
The Contract shall be governed by and construed in accordance with English Law and any proceedings arising hereunder shall be submitted to the exclusive jurisdiction of the English Courts.
If the whole or party of any of these Conditions shall be held void or unenforceable by any court or competent authority such condition or the relevant part thereof (as the case may be) shall be deleted and the remaining conditions or part of such condition shall continue in full force and effect.