In these conditions "Buyer" means the legal person whose Order is accepted by the Seller, "Goods" mean the Goods (including any instalment of the Goods) which the seller is to supply in accordance with these conditions. "Seller" means Ethical Direct Ltd trading as The Office Coffee Company "Conditions" means the Standard Terms and Conditions and Conditions of Sale set out in this document. "Contract" means the Contract for the purchase and sale of the Goods. An "Order" means an order given orally, in writing or sent electronically using an acceptable form of communication such as telephone, facsimile email or given by an authorised representative of the Buyer.
Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
Basis of Sale
The Seller sells and the Buyer buys the Goods in accordance with the Order from the Buyer accepted by the Seller.
No variation to these conditions shall be binding unless agreed by authorised representatives of the Buyer and Seller, or a signed Office Coffee Company Rental Agreement is in place, in this case the terms and conditions of the The Office Coffee Company Rental Agreement shall prevail.
Any Price List issued by the Seller does not constitute an offer. The prices payable for the Goods shall be contained in the Sellers current Price List at the time of dispatch. The Seller shall have the right at any time to withdraw any discount from its normal prices to take into account increases in costs (without limitation) costs of any goods, materials carriage, labour or overhead, the increase or imposition of any tax duty or other levy and variation in exchange rates.
Unless otherwise stated in writing by the Seller, all prices quoted are exclusive of Value Added Tax in respect of the Goods and the Buyer shall in addition to the price of the Goods pay all other duties, charges and taxes (if any) on the Goods.
The Seller reserves the right to alter prices without prior notice.
Terms of Payment
The Buyer shall pay the price of the Goods free of all deductions on or before the twenty-eighth day following the invoice date unless otherwise stipulated in writing.
No payments may be withheld by the Buyer for any reason nor may any counterclaim of the Buyer be set off against payment due under the Contract without the written consent of the Seller.
If the Buyer fails to make payment in accordance with this clause then without prejudice to any other right or remedy to which the Seller may be entitled, the Seller may:
Cancel the Contract or suspend any further deliveries to the Buyer under this Contact or any other Contract.
Appropriate any payment to such Goods (or Goods supplied under any other Contact) as the Seller may think fit,
Require that any Goods or services sold or supplied whilst any payment is in arrears shall be paid in cash, bankers draft, debit or debit card on or before delivery.
Charge the Buyer interest on the amount outstanding at the rate of 2% per month compounded daily until such time as payment is made in full.
Unless otherwise agreed in writing, the Seller shall determine method, date and time of delivery. The Seller shall not be obliged to make delivery outside the United Kingdom.
Where delivery is not affected by the Seller, the Buyer shall be responsible for the off-loading and taking delivery of the Goods.
Any dates quoted for the delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
Unless otherwise expressly agreed the Seller may effect in one or more instalments. Where delivery is affected by instalments each instalments shall be treated as a separate contract.
If the Buyer fails to take delivery (other than any reason beyond the Buyer's reasonable control) then without prejudice to any other right or remedy available to the Seller, the Seller may:
Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) or storage or;
Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
Examination and Claims
The Buyer must examine the Goods on Delivery to the designated premises, sign the appropriate delivery note and note any damage, shortage or loss on the same.
No claim for damage or shortage will be considered by the Seller unless so noted on the delivery note or subject to written notice sent within 24 hours after delivery to the Seller, and the carrier where relevant, unless the buyer can show reasonable grounds why such damage or shortage was not capable of discovery within said period.
Alleged damaged Goods shall be held by the Buyer without cost to the seller awaiting Seller's instructions and the Buyer shall allow the Seller's representative reasonable full access during normal working hours and prior to receipt of the said instructions to examine the same.
In the case of alleged damage or shortage, no deduction may be made by the Buyer against any invoice except on specific written authority with the Seller.
Best Before and Use By Dates
The Buyer undertakes to fully comply with the Food Labelling Act 1996, and subsequent amendments, in all circumstances and agrees that in respect of any Goods provided by the Seller that the Buyer (i) will not sell such Goods after the expiry of the "Use By" date marked on all such Goods; and (ii) will not alter or deface in any way what-so-ever the "Best Before" date marked on such Goods. The Buyer further agrees to fully indemnify the Seller for any loss that it may suffer arising as a result of the Buyer's failure to comply with clause seven.
Property and Risk
The Seller uses vehicles of his own nomination for delivery, risk shall pass to the Buyer on completion of delivery at the Buyer's nominated address. Where delivery is effected by other mean, risk shall pass when Goods are delivered by the Seller to the Buyer's nominated carrier. In the event that the Buyer wrongfully fails to take delivery of the Good's risk shall pass at the time the Seller has tendered delivery of the Goods.
Not withstanding delivery and passing of risk, in the Goods any other provisions of these Conditions, the title in the Goods shall not pass to the Buyer until the Seller has received in cleared funds payment in full of the price of the Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
Until title in the Goods has passed, the Buyer shall return to the Seller on demand and the Seller shall without prejudice to any other right be entitled to enter upon the property here the Goods are stored and repossess and remove the same. The Buyer hereby grants the Seller an irrevocable licence to enter any premises of the Buyer for said purposes.
Prior to title passing, the Buyer shall be at liberty to sell the Goods in the ordinary course of business. The Buyer shall hold in trust to the Seller absolutely all proceeds of any sale and benefit of any Contract of Sale. The Buyer shall also keep the Goods separate from those of the Buyer and third parties and properly store, insured and identified as the Seller's property.
The Buyer shall not be entitled to assign or sub-let the benefit of the Contract or any other part to any other party without written consent of the Seller.
The Seller shall be entitled to transfer the information about the Buyer and their account to its financiers for the purpose of providing their services, obtaining credit insurance, making credit reference searches, credit assessment and analysis (including credit scoring, market, product and statistical analysis) and securitisation.
The Seller will provide details of its financiers and any credit reference agencies used by them to the Buyer on receipt or by written request.
Third Party Rights
The Seller shall notify the Seller immediately of any claim or action brought or threatened alleging infringement of the rights of any third party. The Seller shall have control over and shall conduct any such proceeding in such manner as it shall determine. The Buyer shall provide all such reasonable assistance in connection with such proceedings as the Seller may request. The cost of any such proceedings shall be borne in such proportions as the parties shall determine.
The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of Goods by the Seller being prevented, hindered, delayed or rendered uneconomic by the reason or circumstances or events beyond the Sellers's reasonable control including but not limited to Act of God, war, strike, lock-out, trade dispute or labour disturbance, accident, break down of plant or machinery, fire, flood, storm, difficulty or increases expense in obtaining workmen materials or transport, or any other circumstances affecting the supply of the Goods or of raw materials therefore by the Seller's normal source of supply.
Failure by the Seller to exercise or enforce any rights under the Contract shall be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any later time or times.
Any notice under the Contract shall be deemed to have duly given if sent by prepaid first class post to the party concerned at its known address, and shall be deemed to have given on receipt. All notices to the Seller should be sent to the Office coffee Company, Unit F Churchill Industrial Estate, Churchill Road, Cheltenham, GL53 7EG.
This contact shall be subject to English Law. The Buyer hereby submits to the non-exclusive jurisdiction of the English Courts for the determination of any question or dispute arising under this contact.