STANDARD TERMS AND CONDITIONS OF SALE.
"The Company" means YORK TEA & COFFEE COMPANY / YORK COFFEE SYSTEMS (or its successors in Title) or any subsidiary thereof. "The Customer" means the person, firm, company, or corporation purchasing the goods. "Goods" means the articles or things or any of them described in the Order. "Order" means an offer verbally or in writing made by the customer or its authorised representative for the supply of goods to it by the company. "Price" means the price of goods calculated in accordance with Condition 6 hereof together with VAT as applicable together with the cost of transporting the Goods from the Company's premises to the Customers stipulated destination. "Due Payment Date" means the date for payment specified in Condition 8 below.
All quotations are made and all orders are accepted by the Company subject to the following terms and conditions and no variations shall be made or applied except those expressly agreed in writing between the Company and the Customer and no other printed or standard conditions shall be implied other than the written terms and conditions. The Company will not be bound by any oral representations made on its behalf by its employees or its agents which are inconsistent with these Terms and Conditions or Sale.
3.Formation of the Contract.
(a) The Company reserves the right to refuse any order at any time before delivery.
(b) All orders shall be placed by the Customer or its authorised representative.
(c) Quotations are for information only and are not firm offers; no contract is formed between the parties until either the Company
acknowledges in writing the Customers Order or the Goods are delivered to the Customers stipulated destination which ever shall be
the first to occur.
Delivery of Goods shall be to the customers stipulated destination set out in the order. The risk (but not the Title) to the goods passes from the Company to the Customer when the goods are delivered. The mode of delivery shall be at the Company's discretion. The cost of delivery shall be payable by the Customer unless otherwise agreed in writing. If the Customer refuses to accept delivery then the Company shall advise in writing that the goods were delivered but delivery was refused whereupon delivery will be deemed to have taken place for the purposes of this agreement.
Any times quoted for delivery are treated as estimates only and are not a part of the Contract and the Company shall not be liable in any manner whatsoever for failure to deliver within such quoted time.
The Company shall insure the Goods against loss or damage in transit on behalf of the Customer.
(a) Prices stated in any quotation or acknowledgement of Order are provisional only and subject to take account of the fluctuation in the currency exchange rates between the U.K. and the country or origin of the Goods and in any event the contract price shall be the Company's price ruling at the date of delivery of the Goods.
The Customer shall inspect the goods immediately after their delivery and shall within 7 days of delivery give notice in writing to the Company of any matter or thing by reason of which the Customer believes the Goods have not been delivered in accordance with the terms of the contract. If the customer fails to give such notice the Goods shall be deemed to have been provided in accordance with the Contract and the Customer shall be bound to accept and pay for the Goods in accordance with Clause 8 below.
Unless otherwise agreed payment shall be made:-
(a) within 30 days of the invoice/delivery date. If payment is not received by the Company by the Due Payment Date then without
any other remedy available to the Company interest shall be charged at the rate of 3% above the prevailing Lloyds Bank
Plc base lending rate for the time being unpaid until such sums shall be paid in full. Time shall be the essence in this respect.
(b) The Company shall have the sole right to appropriate any payments by the Customer under a Contract to all or some of the Goods
supplied under the contractor to all or some of any Goods the subject of other contract(s) between the Customer and the Company.
9.Retention of Title.
(a) Title on the Goods shall remain the property of the Company until payment of the full price has been received from the Customer.
(b) Until such payment in full has been made:-
(1)The Customer shall keep the Goods separate from other goods in its possession and that they are clearly identifiable as
Goods supplied by the Company.
(2) The Customer shall on the Company's request promptly inform the Company of the whereabouts of the Goods.
(3) The Customer shall upon the Company's request deliver the Goods to the Company at the company's place of business at the customers expense and in default the Company shall have the right to enter the premises where the Goods are stored to re-possess them.
(c) Notwithstanding that the title to and the property in the Goods has not passed to the Customer the Company reserve the right to sue
for the Price of the Goods.
(a) The Company shall be entitled to deliver the Goods by instalments upon which each instalment will be treated as a separate contract.
(b) The Terms and Conditions herein contained shall be without prejudice to any statutory rights to the Customer.
(c) Each instalment shall be paid for in accordance with Clause 8 above. All payments shall be made on the due date as a condition
precedent to further deliveries.
(d) The failure of the Company to deliver the Goods to the Customer shall not entitle the Customer to repudiate the contract unless
Clause 8 shall apply to each failure.
(e) Where Goods are delivered by instalments any defect in any one instalment shall not be sufficient grounds for the Customer to refuse
to accept delivery of the remaining instalments
11.Quality or Fitness.
The Company's liability in respect of the merchantable quality of the Goods or their fitness for the Customer's purpose or whether the Goods accord with any sample or with their description as specified in the order will be limited as follows:-
(a) The Company's liability in respect of any defect in or failure of Goods supplied by the Company or for any loss or damage consequential or
otherwise is limited to (I) the cost to the Company for replacement of the Goods and (ii) defects which under proper use of conditions of storage
appear and are notified to the Company within 3 calendar months after the Goods have been delivered or supplied to the Customer and paid
for. The Company may as an option give the Customer a credit with respect of the Goods found to be defective for the full Price paid by the
(b) Within 48 hours of the Customer believing the Goods to be defective it shall give to the Company notice in writing such defect(s) as to enable
the claim to be investigated at the earliest possible moment. The Customer shall if requested by the Company permit through its employees
servants or its agents to have access to the Goods claimed to be defective I order that the Company may examine the Goods to ascertain
whether the Customers claim(s) that they are defective are justified. No liability shall attach to the Company hereunder unless the procedure
laid down in this sub-clause has been carried out.
(c) In all cases unless otherwise agreed in writing the Goods found to be defective an accordance with sub-clause (a) above shall be returned
immediately at the Customers expense to the Customers premises and title to the Goods shall revert back to the Company (where title had
passed to the Customer hereunder.)
(d) Nothing herein shall impose any liability in respect of any loss or damage consequential or otherwise in relation to or arising out of Goods
found to be defective attributable directly or indirectly to the acts permissions negligence or defaults of the Customer or the Customers servants
or agents including any failure by the Customer to comply with any technical advice by the Company in accordance with sub-clause (e) below
but excluding death and personal injury.
(e) Where the Company is under no contractual obligation to provide any technical advice or assistance as to the storage handling or fitting of
Goods supplied then if the Company provide any such technical advice or assistance this shall be give entirely gratuitously and without
expectation that such advice or assistance shall be relied upon.
(a) If the Company shall deliver to the Customer a quantity of Goods greater or lesser than ordered (or Goods different to those contracted to be sold) then the Customer shall be obliged to accept delivery of a quantity of the Goods up to a maximum amount ordered and notify the Company of any shortage or excess (or the fact that they are different Goods) within 14 days of receipt. Upon receipt of such notification The Company shall at
its discretion and if so required by the Customer make up any shortfall or take back such excess. If the Customer shall not so notify the Company
the Customer shall be deemed to have accepted all the Goods delivered and to have received any shortage and shall be responsible for payment of any excess
No returns will be accepted by the Company for any reason unless the Goods are returned to the Company's place of business in the same condition as delivered to the Customer within 14 days of delivery carriage paid by the Customer.
14 Intellectual Property.
The Customer will respect any registered patent copyright trademark or design vested in or owned by the Company in respect of Goods and will not cause or allow to be caused any interference with or infringement of the Company's intellectual property rights and the Customer shall indemnify the Company against all actions, claims, costs, damages, or losses arising from any such infringement.
All disputes which may arise under out of in connection with or in relation to any Order or contract between the Company and the Customer
shall be referred to a single arbitrator in accordance with the provisions of the Arbitration Acts 1959 and 1973 or any statutory modifications or re-enactments thereof.
If the Customer shall:-
(a) Fail to perform any of its contractual obligations hereunder or (b) fail to make any payment on a Due Payment Date or (c) commit any act of bankruptcy or to have a receiver appointed over its business undertaking or access or enter into liquidation whether compulsory or voluntary (save for the purpose of amalgamation or reconstruction of a solvent limited company) or cease to trade or threaten to cease to trade or if the Company has any reason to have serious doubts as to the solvency or if the Customer shall have exceeded its credit limit with the Company then the Company shall become entitled without notice and without prejudice to its other remedies under the terms of the contract to suspend or cancel further performance of the contract.
Any notice required to be given hereunder shall be sufficiently given if forwarded by letter, telex, facsimile or any other electronic means to the registered office of the party to be notified if an incorporated body of the last known address of an individual firm or unincorporated association. Every notice shall be deemed to have been given at the time when in the ordinary course of transmission it should have been delivered to the address to which it was sent.
18. Force Majeure.
In the event of deliveries being suspended or delayed directly or indirectly on account of riot government act or regulation fire flood explosion trade dispute or any other event beyond reasonable control of the Company the period of the contract shall be correspondingly exceeded. If deliveries are suspended for three months or more the Company may at its option exercisable by notice in writing to the other cancel the contract in respect of any Goods which have not been delivered to the Customer at the date of such notice.
The contract may be cancelled by the Customer with the written consent of the Company. In this event the Customer shall pay the Company a termination charge fixed by the Company.
The contract is in all respects to be construed and operate as an English Contract in accordance with English Law and the terms and Conditions herein contained shall be without prejudice to any statutory rights to The Customer.