MEADOWBROOK CATERING LIMITED a company incorporated and registered in England and Wales with company number 07403389 whose registered office is at The George Business Centre, Christchurch Road, New Milton, Hampshire, BH25 6QJ (Supplier).
- The Supplier carries on the business of sale and delivery of consumable and perishable food and catering supplies (Products).
- The Customer wishes to buy and the Supplier wishes to supply the Products on the terms and conditions set out in this agreement.
1.1 During the Term, the Supplier shall supply and the Customer shall purchase such quantities of Products as the Customer may order under clause 2 in accordance with the terms and conditions of this agreement and each order shall incorporate these terms and conditions to the exclusion of all others unless expressly recorded as a variation in accordance with clause 15 below.
2.1 The Customer shall submit orders by telephone, text message or email (Orders) at any time up to midnight on the day preceding proposed delivery date (Order Deadline).
2.2 Each Order shall be deemed to be a separate offer by the Customer to purchase Products on the terms of this agreement, which the Supplier shall be free to accept or decline at its absolute discretion.
2.3 No Order shall be deemed to be accepted by the Supplier until it confirms to the Customer (either orally or in writing) that acceptance has taken place and the date on which the Order shall be delivered to the Customer (Delivery Date).
2.4 The Customer may, at any time before the Order Deadline, amend or cancel an Order by notice to the Supplier. If the Customer amends or cancels an Order, its liability to the Supplier shall be limited to payment to the Supplier of all costs reasonably incurred by the Supplier in fulfilling the Order up until the time of deemed receipt of the amendment or cancellation.
3.1 The Products supplied to the Customer by the Supplier under this agreement shall:
(a) conform to their description;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended);
(c) comply with all applicable statutory and regulatory requirements.
3.2 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
3.3 The Supplier shall ensure that the Products are properly packed and secured in such manner as to enable them to reach their destination in good condition.
3.4 The Supplier shall comply with all applicable laws, enactments, orders, regulations and other instruments relating to the storage, handling, and delivery of the Products.
4.1 The Supplier shall deliver the Order to the Customer’s premises, or such other address specified by the Customer, on the Delivery Date. If the Customer is not available to accept Delivery the Supplier is hereby authorised to access the Customers’ premises and to leave the Delivery in a secure location provided that the location is appropriate for the storage requirements of the Products. The Supplier does not guarantee a delivery time but shall use its reasonable endeavours to ensure that delivery has taken place by midday.
4.2 Delays in the delivery of an Order shall not entitle the Customer to:
(a) refuse to take delivery of the Order; or
(b) claim damages.
The Supplier shall have no liability for any failure or delay in delivering an Order to the extent that such failure or delay is caused by the Customer’s failure to comply with its obligations under this agreement.
4.3 Each Order shall be accompanied by a delivery note and invoice from the Supplier showing the Order Number, the date of the Order, the type and quantity of Products included in the Order.
4.4 The parties agree that if, in respect of an Order, the Supplier delivers up to and including 25% more or 75% less than the quantity of Products ordered, the Customer shall not be entitled to reject the Order, but a pro rata adjustment shall be made to the Order invoice.
4.5 Where an item is unavailable an alternative will be supplied that may affect the price and the Customer pays. If the Supplier substitutes an item with an item of a different price, the Customer shall only pay the actual price of the item supplied. Upon delivery or collection (where possible) the Customer will be made aware of unavailable items and their substitutes. The Customer has the right to reject any substitutes offered and we will refund the amount that you have been charged for that Product.
4.6 The Customer may reject any Products delivered to it that do not comply with clause 3.1, or which have been substituted in accordance with clause 4.5 provided that:
(a) notice of rejection is given to the Supplier:
(i) in the case of a defect that is apparent on normal visual inspection, by midday on the Delivery Date or within 4 hours of actual delivery (if later);
(ii) in the case of a latent defect, within a reasonable time of the latent defect having become apparent; and
(b) none of the events listed in clause 4.8 apply.
4.7 If the Customer fails to give notice of rejection in accordance with clause 4.6, it shall be deemed to have accepted such Products.
4.8 The Supplier shall not be liable for any Products’ failure to comply with the warranty set out in clause 3.1 in any of the following events:
(a) the Customer makes any further use of such Products after giving notice in accordance with clause 4.6;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage of the Products or (if there are none) good trade practice regarding the same.
4.9 If the Customer rejects Products under clause 4.6 then the Customer shall be entitled to require the Supplier to refund the price of the rejected Products in full. Once the Supplier has complied with the Customer’s request, it shall have no further liability to the Customer in respect of the rejected Products’ failure to comply with clause 3.1.
4.10 The terms of this agreement shall apply to any repaired or replacement Products supplied by
5.1 Risk in Products shall pass to the Customer on Delivery.
5.2 Title to Products shall not pass to the Customer until the earlier of:
(a) the Supplier receives payment in full (in cash or cleared funds) for such Products and all other sums which are or which become due to the Supplier from the Customer for sales of Products or on any account, in which case title to such Products shall pass at the time of payment of all such sums; and
(b) the Customer resells those Products, in which case title to such Products shall pass to the Customer at the time specified in clause 5.4.
5.3 Until title to Products has passed to the Customer, the Customer shall:
(a) store such Products separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to such Products; and
(c) maintain such Products in satisfactory condition and keep them insured on the Supplier’s behalf for their full price against all risks with an insurer that is reasonably acceptable to the Supplier. The Customer shall obtain an endorsement of the Supplier’s interest in the Products on its insurance policy, subject to the insurer being willing to make the endorsement. On request the Customer shall allow the Supplier to inspect such Products and the insurance policy.
5.4 Subject to clause 5.5, the Customer may resell or use Products in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Products. However, if the Customer resells the Products before that time:
(a) it does so as principal and not as the Supplier’s agent; and
(b) title to those Products shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
5.5 If before title to Products passes to the Customer the Customer becomes subject to any of the events listed in clause 11.1(c) to clause 11.1(i) inclusive, then, without limiting any other right or remedy the Supplier may have:
(a) the Customer’s right to resell Products or use them in the ordinary course of its business ceases immediately; and
(b) the Supplier may at any time:
(i) require the Customer to deliver up all Products in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the relevant Products are stored in order to recover them.
6.1 The Product Prices are exclusive of amounts in respect of VAT. The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on a supply of Products.
6.2 The Product Prices are exclusive of the costs of carriage of the Products, which shall be paid by the Customer.
6.3 Product Prices are subject to market fluctuation.
7.1 The Supplier may will set a credit limit (Credit Limit) for the Customer from time to time. The Supplier shall give to the Customer written confirmation of the amount of the Credit Limited and any changes to this amount.
7.2 The credit under this agreement is running account credit and is to be used by the Customer to purchase Products from the Supplier. The Supplier shall debit the Customer’s account on each occasion upon which the Customer (or any person representing the Customer who need not be a Director or employee) provides the Supplier with authority to do so, including verbal authority. This agreement is open ended and does not have a fixed duration.
7.3 The Supplier shall send the Customer statement at least once per calendar month. The minimum payment due date(s) will be shown on the statement and will be 30 days after the date of each Order referred.
7.4 For Orders containing certain items the Supplier reserves the right to require that the Customer make an immediate additional payment to the account in relation to that item. This additional payment will not increase the price of the purchase. If this requirement applies the Supplier will determine and notify the Customer of the amount and timing of the payment within 6 hours of the time that the Customer places the Order (and in any event prior to the Order Deadline).
7.5 If the Customer places an Order which has the effect of taking the credit account balance above the Credit Limit, the Customer may be asked to make an interim payment. Such payment will be payable immediately and the Supplier reserves the right to withhold Delivery until such time as the interim payment has been made (in cleared funds).
7.6 Any payments made under this agreement will be applied to the oldest Order first.
8. Terms of payment
8.1 The Supplier shall be entitled to invoice the Customer for each Order on or at any time after Delivery. Each invoice shall quote the relevant Order Numbers.
8.2 The Customer shall pay invoices in full and in cleared funds within 30 days of receipt. Payment shall be made to the bank account nominated in writing by the Supplier.
8.3 If a party fails to make any payment due to the other under this agreement by the due date for payment, then, without limiting the other party’s remedies under clause 11.1, the defaulting party shall pay interest on the overdue amount at the rate of 8% per annum above Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. In relation to payments disputed in good faith, interest under this clause is payable only after the dispute is resolved, on sums found or agreed to be due, from the due until payment.
8.4 If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately notify the Supplier in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Supplier shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in clause 8.2.
8.5 The Supplier may at any time, without notice to the Customer, set off any liability of the Customer to it against any liability it has to the Customer, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. Any exercise by a party of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.
8.6 All payments payable to the Supplier by the Customer under this agreement shall become immediately due and payable:
(a) on termination of this agreement for any reason; or
(b) if the Customer becomes subject to any of the events listed in clause 11.1(c) to clause 11.1 (i).
This clause 8.6 is without prejudice to any right to claim for interest under the law or under this agreement.
9.1 This clause sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of their respective employees, agents and subcontractors) to the Customer in respect of:
(a) any breach of this agreement however arising;
(b) any use made or resale of the Products by the Customer, or of any product incorporating any of the Products; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
9.2 Nothing in this agreement shall limit or exclude the liability of the Supplier for:
(a) death or personal injury resulting from negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) breach of section 2 of the Consumer Protection Act 1987; or
9.3 Without prejudice to clause 9.2, the Supplier shall not under any circumstances whatever be liable to the Customer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
(a) loss of profit; or
(b) loss of goodwill; or
(c) loss of business; or
(d) loss of business opportunity; or
(e) loss of anticipated saving; or
(f) special, indirect or consequential damage
suffered by the Customer that arises under or in connection with this agreement.
9.4 Without prejudice to clause 9.2 or clause 9.3, the Supplier’s total liability arising under or in connection with this agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to £1,000.
10.1 Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
11.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any undisputed amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party;
(e) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(g) the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business; or
(h) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010); or
(i) any Force Majeure Event prevents the other party from performing its obligations under this agreement for any continuous period of one month.
11.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.1(c) to clause 11.1(i) or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
12.1 On termination of the agreement all amounts owing to the Supplier including the entire balance of any credit account issued under clause 7 shall become immediately payable by the Customer to the Supplier and the authorised Credit Limited shall be reduced to zero.
12.2 On termination of this agreement the following clauses shall continue in force:
(a) Clause 9 (Limitation of liability);
(b) Clause 20 (Governing law); and
(c) Clause 21 (Jurisdiction).
12.3 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
13.1 Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:
(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition[, or failing to grant a necessary licence or consent];
(f) collapse of buildings, fire, explosion or accident; and
(g) interruption or failure of utility service.
13.2 If a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
14.1 In Consideration of the Supplier extending Credit to the Customer in accordance with clause 7 above the Director guarantees to the Supplier, whenever the Borrower does not pay any amount payable when due, to pay such amount on demand.
14.2 The Director as principal obligor and as a separate and independent obligation and liability from his obligations and liabilities under clause 14.1 agrees to indemnify and keep indemnified the Supplier in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by the Supplier arising out of, or in connection with any payment not being recoverable for any reason or any failure of the Customer to perform or discharge any of its obligations or liabilities in respect of payment.
No variation of this agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
16.1 A waiver of any right or remedy under this agreement or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
16.2 A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
16.3 A party that waives a right or remedy provided under this agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
17.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by fax to its main fax number.
17.2 Any notice shall be deemed to have been received:
(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
(c) if sent by fax, at 9.00 am on the next Business Day after transmission.
17.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
17.4 For the purposes of this clause, “writing” shall not include email.
18.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.2 Each party acknowledges that in entering into this agreement it does not rely on[, and shall have no remedies in respect of,] any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
18.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This agreement has been entered into on the date stated at the beginning of it.