ICE

Terms & Conditions 17/12/08

   TERMS AND CONDITIONS OF SUPPLY OF CATERING EQUPMENT & SERVICES
 1.      Terms of Agreement (a) The terms and conditions which follow represent the entire contract between Independent Catering Equipment Ltd (the Supplier) and the Client (detailed overleaf).  Such terms and conditions supercede all previous terms and conditions either party has thus far trusted upon, and all prior representation not limited to, but including drawings, specifications, performance figures, sales literature, price lists and other documentation and/or information thus far corresponded by the Supplier to the Client.  The Client hereby acknowledges that it has not been induced to enter the Contract Agreement through any oral or written mediation by the Supplier, its employees, servants or agents.(b) Upon signing of this Agreement, the Client shall conclusively accept the Terms and Conditions hereby set out and no variation to any part of this Agreement shall be deemed effective unless otherwise agreed in writing by duly authorized signatories of both the Client and the Supplier.(c) In the event of the Client canceling all or part of an order during the agreed contract period, the Supplier shall impose a cancellation charge upon the Client calculated in accordance with the provisions set out in Section 7
2.      Prices (a) Unless clearly otherwise stated, all prices quoted are net prices.  Any applicable Value Added Tax or other sales tax excise duties sustained by the Supplier will be owed to the Supplier by the Client.
(b) The Supplier reserves the right to revise the prices quoted at any time in the event of changes in legislation or the introduction of new European Directives resulting in an increase of the cost of supplies or services.

 3.      Damage or Defects (a) On receipt of goods it is the responsibility of the client to acknowledge any shortages, breakages or damages immediately. Failure to do so will be deemed as acceptance for the goods which have been received and therefore the client will be held responsible for any additional charges or correspondence in relation to the contract. Responsibility can be diverted if it can be reasonably proven that negligence has occurred through the supplier’s part of the contract. Goods will be deemed satisfactory and free from defect unless the Supplier is immediately notified otherwise.
(b) When any such notification is made the Supplier’s liability, if any, will be limited to (at our discretion) replacement or repair of said goods, or where appropriate refunded.

(c) The maximum aggregate liability of the Supplier in respect of any one claim or series of claims brought against the Supplier shall be limited to the value of insurance cover notified or in force at the time of the incident to which first relates to the claim.(d) Any claims in relation to contents or loss of business cannot be made against the Supplier. Liability is limited to the Clients own insurance in this respect.

4.      Payment Terms (a) Unless there is a pre-existing agreement or our quotation specifically states otherwise, goods will only be supplied to the Client upon receipt of full payment.(b) Payment will only be accepted as initially stipulated in the quotation(c) In the case of any overdue accounts the Supplier at its sole discretion shall be entitled to charge interest to the Client at a rate of four percent per annum above the Royal Bank of Scotland base rate published at the time, for the period from the due date until the date when full payment of the outstanding invoice is received, accruing daily. (d) You must pay all sums due to us:(1)       in full(2)       in UK pound sterling
(d) In the event of legal action being taken by the Supplier against the Client for breach of payment obligations, the Client shall be responsible for all costs and disbursements incurred by the Supplier on a full indemnity basis.

 5.      Suppliers Obligations (a) The Supplier agrees to provide the equipment and services as detailed in the contract agreement for the prices stated and agreed therein.(b) The Supplier notes that all provisions of service will be carried out to the best of their ability, maintaining reasonable levels of care and diligence. In fulfilling this duty the Supplier cannot be held responsible for any damage which may be incurred at the Client’s property. (c) After the provision of the contract, the Supplier agrees, to the best of their ability, to leave the Client’s fixtures and fittings as near to the same order and condition as they were found prior to the commencement of the services.

6.      Clients Obligations  (a) It is the responsibility of the Client:

1. To ensure the premises are safe and ready for the Supplier’s staff to carry out their work.
2. To ensure that the area is suitable, providing appropriate services and facilities for the work that is being done/supplied.
3. To ensure all access and safety equipment is inspected in accordance and complies with statutory requirements.
4. To make adequate first aid supplies available to all Suppliers’ staff.
5. To notify the Supplier of any complaint under statutory provisions and to indemnify the Supplier against any claim arising from a breach by the Client of any statutory provisions.
6. Not to prevent the Supplier from performance of its duties under statutory provisions or under terms of this Agreement.(b) The Client must ensure that they or an authorized representative is present at the time when the details of the contract are being fulfilled.(c) You must ensure that all goods and/or equipment supplied in line with the contract are used for the specified purpose only and inline with any instructions, law and regulations which are applicable.(d) If the Client concludes any goods as defective or not in accordance with the agreed terms of the contract, they must permit the Supplier the opportunity to inspect the goods in question as soon as is practicable.(e) The Client shall provide a contactable site representative to enable the Supplier to gain access to all areas where the contract is to be carried out.  The Client’s site representative will be nominated prior to           commencement of the contract and will also be available to the Supplier should any problems occur whilst the contract is taking place.(f) The Client will give full access to the Supplier’s employees or agents to enable the Supplier to carry out its services.  (g) In the eventuality that the Client should not meet any or all of the above conditions, the Supplier shall nonetheless receive full payment from the Client to compensate for loss of time.(h) Any breach of the above obligations or any other obligations imposed upon the Client by the terms of the contract will render the contract terminated by fault of the Client.

7.      Contract Period and Guarantees

(a) The contract Commencement Date shall mean the date upon which the Supplier commences the service as set out by the terms of this Agreement.

(b) Guarantees vary depending on equipment; the specifics of each will be explained at time of commencement of the contract. Guarantees are null and void if the equipment is not serviced or cleaned regularly and in accordance with recommendations. 

(c) Following the first anniversary of the contract, the Supplier can offer a further guarantee or service contract for further remuneration.

(d) The guarantee is considered redundant if:

1. The equipment is not serviced or cleaned in accordance with recommendations and regulations.
2.  If damage is caused by abuse, misuse or neglect.
3.  All terms of contract have not been fulfilled by both parties (i.e. payment defaults)

8.      Termination Where this contract it deemed as being terminated or the Supplier is entitled to treat it as terminated:

1. The supplier will not be obliged to perform the remainder of this contract or any other contract which they hold with the Client.
2. The supplier will be entitled to immediate payment of the total outstanding in respect to all invoices rendered to you.

9.      Force Majeure The Supplier shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of delay in performing, or failure to perform any of the Suppliers obligations in relation to the service provided under the terms of this Agreement if the delay or failure were due to any cause beyond the Supplier’s reasonable control.  Without prejudice to the generality of the foregoing, the following (without limitation) shall be regarded as causes beyond the Supplier’s control:

(a)     Act of God, explosion, flood, drought, tempest, fire or accident;

(b)     War or threat of war, sabotage, insurrection, civil disturbance or requisition;

(c)     Acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

(d)     Import or export regulations embargoes;

(e)     Strikes, lock-outs or other industrial actions or trade disputes, (whether involving employees of the Suppliers or of a third party);

(f)     Difficulties in obtaining raw materials, labour, fuel, parts or machinery(

g)     Power failure or breakdown in machinery;If in any such case we decide that it will be impossible or uneconomic to complete the contract, we shall be entitled to treat it as having been terminated. 

9.     Insolvency, bankruptcy The Supplier shall have the right to terminate the contract forthwith where the Client becomes insolvent or bankrupt or makes arrangements with its creditors or suffers a receiver to be appointed or being a body corporate enters into liquidation (other than a connection with a reconstruction or amalgamation) in any of which cases the Supplier shall have no further obligation hereunder and the price for all goods delivered and work done shall become immediately due and payable.

 

10.    Law Applicable These conditions shall be governed and construed in accordance with Scottish Law and all disputes arising in connection therewith shall be submitted to the jurisdiction of the Scottish courts.

11.    Notices

(a) The Supplier has no obligation, duty or liability in contract for tort, for breach of statutory duty to the Client or any third party beyond that of a duty to exercise reasonable skill and care in providing its services under the terms of this Agreement in accordance with the specification set out overleaf.

(b) In no circumstances will the Supplier be liable to the Client or any third party in contract for tort, including negligence or breach of statutory duty and of any loss (whether direct or indirect) of profits, business, or anticipated savings.

(c) Each provision is to be construed as a separate limitation applying and surviving even if for any reason one or another of the said provisions is held inapplicable or unreasonable in any circumstances and they shall remain in force not withstanding termination of the Agreement.

(d) Equipment stated may change from quotation as subject to availability at time of delivery, and can be substituted by equivalent or higher value equipment without notice.  The Company reserves the right to amend its policy without notice.