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Email: sales@guestsupply.co.uk
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SYSCO GUEST SUPPLY EUROPE LIMITED
TERMS AND CONDITIONS OF SALE
Definitions:
In these Conditions:-
"Additional Charges" means those charges referred to at Conditions 3.3 and 4.9;
"Buyer" means the person firm or company who buys or agrees to buy the Goods from
the Seller, "Conditions" means these terms and conditions of sale, "Contract" means
the contract for the sale by the Seller and purchase by the Buyer of Goods, "Custom
Range Goods" means Goods made to a Buyer's specification; "Goods" means the goods
(including any instalment of the Goods or any parts for them) which the Seller is
to supply in accordance with these Conditions, "Price" means the price of the Goods
plus VAT plus Additional Charges; "Seller" means Sysco Guest Supply Europe Limited
whose registered office is at 4 Venus House, Calleva Park, Aldermaston, Berkshire,
RG7 8DA; writing includes facsimile transmission but excludes writing on the screen
of a visual display unit or other similar device.
| 2. | Basis of Contract |
| 2.1 | These Conditions shall apply to the sale by the Seller of all Goods purchased by the Buyer and these Conditions shall govern the Contract to the exclusion of any other terms and conditions introduced or submitted by the Buyer. |
| 2.2 | No variation to these Conditions shall be binding unless agreed in writing by the Seller. In the event of a variation being agreed, any delivery date previously indicated may no longer apply and the Seller shall be entitled to deliver the Goods at a later date. |
| 2.3 | Subject to the other Conditions, any tenders or quotations submitted to the Buyer shall remain valid for the period stated therein, but if no period is specified such tenders and quotations shall be valid for 30 days from the date thereof. All tenders and quotations shall be subject to these Conditions. |
| 2.4 | Any tenders or quotations will not constitute an offer and the Contract shall be made when the Seller acknowledges the order placed by the Buyer in writing and not before. |
| 2.5 | Where the Seller acknowledges or confirms the details of the Contract in writing, the Buyer shall be under a duty to bring any discrepancies to the Seller's notice immediately, and if the Buyer fails to do so, the Buyer shall, if the Seller so elects, be bound by the details contained mentioned or referred to in the written confirmation of the Contract. |
| 2.6 | The Seller's employees or agents are not authorised to make any representations concerning the Services unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed. Nothing in these Conditions excludes the Seller's liability for fraudulent misrepresentation. |
| 2.7 | No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation. |
| 2.8 | The Seller may at any time without notifying the Buyer make any changes to specification of the Goods which are required so that the Goods conform with any applicable statutory or EU requirement, PROVIDED THAT any such changes shall not materially affect the performance of the Goods. |
| 3. | Prices |
| 3.1 | The Price for the Goods shall be the price specified by the Seller in the quotation and unless otherwise stated prices are quoted: - |
| 3.1.1 Exclusive of Value Added Tax (which the Buyer shall be additionally liable to pay to the Seller); and | |
| 3.1.2 on an Ex-Works basis. | |
| 3.2 | Where the Seller is required to deliver the Goods on any basis other than Ex Works, unless any specific fee or charge is agreed by the Buyer with the Seller, the Seller reserves the right to charge a reasonable fee to the Buyer for the cost of any carriage and/or other expenses incurred by the Seller in relation to the delivery of the Goods ("Additional Charges"). |
| 3.3 | The Seller 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 costs to the Seller which is due to any factor beyond the control of the Seller. |
| 4. | Delivery |
| 4.1 | Except in the case of Custom Range Orders and in the case of deliveries to Northern Ireland, Eire, the Channel and other Islands (in which case the Buyer shall be liable for delivery charges from mainland UK port to destination) delivery is free of charge for orders exceeding £300 plus VAT. |
| 4.2 | The Buyer accepts that the person acknowledging receipt of the Goods from the Seller is a customer, employee or agent and the signature on the appointed carriage delivery note shall be deemed proof of delivery of the Goods. |
| 4.3 | Unless otherwise agreed by the Seller in writing, delivery terms are Ex Works. The Seller shall reasonably endeavour to deliver the Goods as may be agreed between the parties on the date indicated by the Seller or the date agreed between the parties, but the time of delivery shall not be of the essence and if despite those endeavours, the Seller is unable for any reason to fulfil any delivery of the Goods on the date so indicated, the Seller shall not be deemed to be in breach of Contract or have any liability to the Buyer. |
| 4.4 | The Buyer shall provide the Seller with clear delivery instructions in the event that the Seller agrees to deliver the Goods to any point other than the Seller's premises. |
| 4.5 | The Seller shall have the right to deliver any Goods ordered in instalments. |
| 4.6 | Failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of the Goods delivered in any one or more instalments shall not entitle the Buyer either to treat the Contract as a whole as repudiated or to reject or refuse to take delivery of any of the Goods delivered in any other instalment. |
| 4.7 | If the Seller fails to deliver the Goods (or any instalment thereof) for any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault, and the Seller is accordingly liable to the Buyer, the Seller'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. |
| 4.8 | If the Buyer fails to take delivery of the Goods (otherwise than by reason of the Seller's fault) or fails to give the Seller adequate instructions for delivery then, without prejudice to any other right or remedy available to the Seller, the Seller may: - |
| 4.8.1 Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or | |
| 4.8.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the Price under the Contract. | |
| 4.9 | If the Goods are not supplied Ex-works, the Buyer shall be ready to accept delivery on the due date and shall promptly unload the Goods. For the avoidance of doubt, the Seller or the Seller's carrier shall not be responsible for unloading the Goods and the Buyer shall be charged for wasted time at the Seller's standard rate for wasted time and any other expenses incurred by the Seller ("Additional Charges") for:- |
| 4.9.1 wasted time for any delay; and/or | |
| 4.9.2 Each repeat delivery where the Seller or Seller's carrier leaves the delivery point and subsequently returns to the delivery point with the Goods As a result of the Buyer's inability or unwillingness to accept delivery and/or delay in un-loading the Goods. |
| 5. | Payment Terms |
| 5.1 | The payment terms in this Condition apply save to the extent that they are inconsistent with any specific payment terms agreed in writing between the Seller and the Buyer. |
| 5.2 | The Seller shall be entitled to invoice the Buyer for the Price of the Goods on or at any time after the order for the Goods has been received. |
| 5.3 | The Buyer shall make payment for the Price of the Goods in the same currency as the Seller's invoice. Any payment received by the Seller in any other currency will not be deemed to be payment for the Goods in question, or if accepted by the Seller, the Buyer agrees to cover any currency conversion costs incurred by the Seller in converting the payment into the correct currency. |
| 5.4 | Unless the Seller agrees that Condition 5.5 shall apply the Buyer shall pay each invoice from the Seller on demand. |
| 5.5 | Where the Seller agrees that this Condition 5.5 shall apply the Buyer shall pay each invoice from the Seller within 30 days of the date the Seller's invoice is issued. |
| 5.6 | In the event that the Buyer fails to pay any invoice from the Seller by the due date, all invoices issued to the Buyer by the Seller in respect of any Goods sold or supplied pursuant to any other contract shall immediately fall due for payment and any credit offered or extended by the Seller to the Buyer in respect of the same shall be cancelled forthwith. |
| 5.7 | The Seller's invoices shall be payable in accordance with these Conditions, notwithstanding that delivery may not have taken place and the property in the Goods may not have passed to the Buyer. The time of payment of the Seller's invoices shall be of the essence of the Contract. |
| 5.8 | If the Buyer fails to make payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: - |
| 5.8.1 the Seller shall be entitled to charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of [4%] per annum above the Seller’s bankers base rate current from time to time; and; | |
| 5.8.2 the Seller shall be entitled to withhold delivery of any Goods agreed to be sold by the Seller to the Buyer or any instalment thereof (being the subject of the; |
| 6. | Title and Risk |
| 6.1 | Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery, or if the Buyer wrongfully fails to take delivery, the time when the Seller has tendered delivery of the Goods. |
| 6.2 | Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, title in the Goods shall not pass to the Buyer until the Seller 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 Seller to the Buyer for which payment is then due. |
| 6.3 | Until such time as title in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property, but shall be entitled to resell or use the Goods in the ordinary course of its business. |
| 6.4 | Until such time as the title in the Goods passes to the Buyer, the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or said party where the Goods are stored and mark identify and repossess the Goods. |
| 6.5 | 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 Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable. |
| 7. | Warranties and Liability |
| 7.1 | Subject to the conditions set out below the Seller warrants that upon delivery the Goods will correspond their approximate description and will be free from defects provided that the Seller shall be under no liability arising from failure by any person other than the Seller to follow the Seller's instructions (whether oral or in writing), inappropriate storage, improper use, or further treatment of or process to the Goods. |
| 7.2 | All descriptions of the Goods, including but not limited to descriptions as to quantity, the Buyer shall not rely on them as being precise and accurate. |
| 7.3 | Subject as expressly provided in these Conditions, all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. In particular, the Seller makes no warranty as to the fitness of the Goods for any particular purpose even if that purpose is stated in the Buyer's order. This exclusion includes recommendations or advice from the Seller to the Buyer relating to a specific enquiry. The Buyer must satisfy itself as to the fitness for the purpose for which the Goods are intended. The Seller will not be liable if the Goods are not fit for the purpose required unless the Buyer states the purpose in writing and the Seller specifically confirms in writing that the Goods are fit for such a purpose. In any event, where the Seller arranges for the supply of Custom Range Goods to the Buyer's specification, no liability is accepted for the fitness of the Goods for any particular purpose. |
| 7.4 | The Buyer shall be under a duty to inspect the Goods immediately on delivery thereof and notify the Seller of any defects or shortages in accordance with Conditions 7.5 and 7.6:- |
| 7.4.1 within 3 days of delivery in the case of Goods delivered within England and Wales; and | |
| 7.4.2 Within 7 days of delivery in the case of Goods delivered outside England and Wales. | |
| 7.5 | In the event of any patent defect the Buyer shall inform the Seller of such defect immediately on discovery but in any event within the time scales provided in Condition 7.4. In the event of a latent defect being discovered, the Buyer shall inform the Seller of such defect immediately on discovery of the same. |
| 7.6 | Where the Buyer claims there is a shortage in the quantity of Goods delivered, the Buyer shall be under a duty to record the shortage on the delivery note at the time of delivery and inform the Seller within the time scales set out in Condition 7.4 and liability for any shortages will not be accepted unless this procedure is followed. |
| 7.7 | The Buyer shall not be entitled to reject the Goods where the alleged defect or breach of Contract is so slight that it would be unreasonable for the Buyer to reject the Goods. |
| 7.8 | Where any valid claim in respect of the Goods is made by the Buyer the Seller shall be entitled to replace or repair the Goods (or the part in question) free of charge or, at the Seller's sole discretion, refund to the Buyer the Price of the Goods (or a proportionate part of the Price), and the Seller shall have no further liability to the Buyer. |
| 7.9 | In the event of any claim being made by the Buyer, the Buyer shall give the Seller a reasonable opportunity to inspect the Goods in the same condition as they were at delivery after discovery of the defect and liability will not be accepted unless this procedure is followed. |
| 7.10 | Nothing in these Conditions excludes or limits the liability of the Seller for death or personal injury caused by the negligence of the Seller. |
| 7.11 | Except as expressly provided in Conditions 7.7 and 7.9 the Seller's liability whether in contract, tort (including without limitation negligence) or otherwise in connection with the sale of Goods shall be as follows:- |
| 7.11.1 in respect of physical damage to or loss of the Buyer's tangible property to the extent that it results from the wilful default or negligence of the Seller, its employees, agents or contractors, the Seller's liability shall be limited to an amount of £[insert] in respect of each incident or series of connected incidents; | |
| 7.11.2 In respect of all other direct loss (either in contract, tort or otherwise) the Seller's liability shall not exceed £[insert]; and | |
| 7.11.3 in respect of any loss of profits, loss of business, loss of revenue, loss of goodwill, loss of anticipated savings, damage to reputation or for any type of consequential, special or indirect loss or damage, the Seller's liability shall be nil. | |
| 7.12 | The Seller shall not be liable to the Buyer nor be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Contract, if the delay or failure was due to any cause beyond the Seller's reasonable control such as (but without limitation) any strike, lock-out or other form of industrial action, reduction in or unavailability of power at the Seller's works or those of the Seller's suppliers, breakdown of manufacturing or other equipment, unavailability of raw materials and in instances where restrictions are placed on the Buyer's credit account with any third parties. In the event of any such delay occurring the Buyer may give the Seller 30 days written notice making time of the essence and if for any reason the Seller cannot perform the Contract during that period then the Buyer may after such period determine the agreement without further obligations being owed by either party to the other. |
| 7.13 | The Seller shall have no liability under the provisions of these Conditions or otherwise if the Goods have not been paid for by the due date for payment. |
| 7.14 | Any claim by the Buyer under this Condition 8 in respect of any Goods shall not entitle the Buyer to withhold or delay payment in respect of any other Goods in respect of which no such claim has been made whether or not those Goods form part of the same consignment. |
| 8. | Insolvency of Buyer |
| 8.1 | This Condition applies if: - |
| 8.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or | |
| 8.1.2 An encumbrancer takes possession or a receiver is appointed, of any of the property or assets of the Buyer; or | |
| 8.1.3 The Buyer ceases, or threatens to cease, to carry on business; or | |
| 8.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly; or | |
| 8.2 | If this Condition applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract and suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for, all of the Seller's outstanding invoices to the Buyer become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary. |
| 9. | General |
| 9.1 | 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 his 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 the notice. |
| 9.2 | If any provision of these 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 shall remain in full force and effect. |
| 9.3 | No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. |
| 9.4 | A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions but this does not affect any right or remedy of a third party which exists or is available apart from that Act. |
| 9.5 | These Conditions constitute the entire contract between the parties to the extent that the subject matter is dealt with herein and may only be varied or modified in writing under the hands of the parties or their authorised representatives. |
| 9.6 | The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the exclusive jurisdiction of the English courts. |