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1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions the following expressions shall have the
meanings here ascribed to them unless the context requires otherwise:
“Customer” the person who accepts a quotation of the
Company for the sale of the Goods or whose order for the Goods is
accepted by the Company.
“ Goods” the goods (including any instalment of the
goods or any parts for them) which the Company is to supply in accordance
with these Conditions
“ the Company” Reynards (U.K.) Limited, Reynards (London)
Ltd, Davies Bakery Supplies Ltd, Reynards Scotland Ltd as applicable
“ Conditions” the standard terms and conditions of sale
set out in this document and includes any special terms and conditions
agreed in writing between the Company and the Buyer
“ Contract” the contract for the purchase and sale of
the Goods
1.2 Any reference in these Conditions to a statute or a provision
of a statute shall be construed as a reference to that statute or
provision as amended, re-enacted or extended at the relevant time.
1.3 All headings in these Conditions are for convenience only and
shall not affect their interpretation.
2. BASIS OF THE SALE
2.1 The Company shall sell and the Customer shall purchase the Goods
in accordance with any written quotation of the Company which is
accepted by the Customer, or any written order of the Customer which
is accepted by the Company, subject in either case to these Conditions,
which shall govern the Contract to the exclusion of any other terms
and conditions subject to which any such quotation is accepted or
purported to be accepted, or any such order is made or purported
to be made, by the Customer.
2.2 No variation to these Conditions shall be binding unless previously
agreed in writing between the authorised representatives of each
of the Customer and the Company.
2.3 The Company’s employees or agents are not authorised to
make any representations concerning the Goods unless confirmed by
the Company’s authorised representative in writing. In entering
into the Contract the Customer acknowledges that it does not rely
on any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Company or its employees
or agents to the Customer or its employees or agents as to the storage,
application or use of the Goods which is not confirmed in writing
by the Company is followed or acted upon entirely at the Customer’s
own risk, and accordingly the Company shall not be liable for any
such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any
sales literature, quotation, price list, acceptance of offer, invoice
or other document or information issued by the Company shall be
subject to correction without any liability on the part of the Company.
3. ORDERS AND SPECIFICATIONS
3.1 No order submitted by the Customer shall be deemed to be accepted
by the Company unless and until confirmed in writing by the Company’s
authorised representative.
3.2 The Customer shall be solely responsible to the Company for
ensuring the accuracy of the terms of any order (including any applicable
specification) submitted by the Customer and for providing to the
Company any necessary information relating to the Goods within a
sufficient time to enable the Company to perform the Contract in
accordance with its terms.
3.3 The quantity, quality and description of and any specification
for the Goods shall be those set out in the Company’s quotation
(if accepted by the Customer) or the Customer’s order (if
accepted by the Company) but in either case shall be subject always
to these Conditions. For the avoidance of doubt quotations given
to the Customer by the Company shall be deemed to have lapsed insofar
as no written order has been received by the Company from the Customer
in connection with the subject matter of the quotation within 30
days of the date of the quotation.
3.4 In the event that the Goods are to be manufactured or any process
is to be applied to the Goods by the Company in accordance with
a specification including, without limitation, any approved artwork
submitted by the Customer, the Customer shall indemnify the Company
against all loss, damages, costs and expenses awarded against or
incurred by the Company in connection with or paid or agreed to
be paid by the Company in settlement of any claim for infringement
of any patent, copyright, design, trade mark or other industrial
or intellectual property rights of any other person which results
from the Company’s use of the Customer’s specification.
3.5 The Company reserves the right to:
3.5.1 make any changes in the specification of the Goods which are
required to conform with any applicable statutory or EC requirements
or, where the Goods are to be supplied to the Company’s specification,
which do not materially affect their quality or performance; and
3.5.2 withdraw any product and to modify the design or specification
of or materials used in any of its products, without previous notice.
3.6 No order which has been accepted by the Company may be cancelled
by the Customer except with the agreement in writing of the Company
and on terms that the Customer shall indemnify the Company 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 Company as a result of such cancellation.
4. PRICE OF THE GOODS
4.1 The price of the Goods shall be the Company’s quoted price
or, where no price has been quoted (or a quoted price is no longer
valid), the price listed in the Company’s published price
list current at the date of acceptance of the order unless otherwise
agreed in writing by the Company. All prices quoted are valid for
30 days only or until earlier acceptance by the Customer, after
which time they may be altered by the Company without giving notice
to the Customer.
4.2 The Company reserves the right, by giving notice to the Customer
at any time after acceptance of an order and before delivery, to
increase the price of the Goods to reflect any increase in the cost
to the Company which is due to any factor beyond the control of
the Company, including, without limitation, any foreign exchange
fluctuation, currency regulation, alteration of duties, significant
increase in the costs of labour, materials or other costs of manufacture,
any change in delivery dates, quantities or specifications for the
Goods which is requested by the Customer, or any delay caused by
any specification or other instructions of the Customer or failure
of the Customer to give the Company adequate information or instructions.
4.3 Quoted prices shall include all standard delivery costs in respect
of single delivery orders of £100 (net) or over. All orders
of a lesser value will incur an additional handling and carriage
charge of £20. Where the Customer requires delivery of Goods
by means of a mode of transport other than the standard delivery
mode offered by the Company, all extra costs involved therein will
be added to the order.
4.4 The price is exclusive of any applicable value added or other
sales tax, which the Customer shall be additionally liable to pay
to the Company.
4.5 The cost of pallets and returnable containers will, at the discretion
of the Company, be charged to the Customer in addition to the price
of the Goods, but full credit will be given to the Customer provided
they are returned undamaged to the Company before the due payment
date.
4.6 An extra charge will be made for any alterations which the Company
is required to undertake to any artwork after first proof.
5. TERMS OF PAYMENT
5.1 Subject to any special terms agreed previously between the Customer
and the Company, the Company shall be entitled to invoice the Customer
for the price of the Goods on or at any time after delivery of the
Goods, unless the Goods are to be collected by the Customer or the
Customer wrongfully fails to take delivery of the Goods, in which
event the Company shall be entitled to invoice the Customer for
the price at any time after the Company has notified the Customer
that the Goods are ready for collection or (as the case may be)
the Company has tendered delivery of the Goods.
5.2 Unless otherwise agreed by the Company in writing the Customer
shall not be entitled to any discount or rebate in respect of the
Goods.
5.3 The Customer shall pay the price of the Goods (less any discount
to which the Customer is entitled, but without any other deduction)
unless agreed otherwise within 20 days of the end of the month of
receipt by the Customer of the Company’s invoice, and the
Company shall be entitled to recover the price of the Goods, notwithstanding
that delivery may not have taken place and the property in the Goods
has not passed to the Customer. The time of payment of the price
shall be of the essence of the Contract.
5.4 If the Customer fails to make any payment on the due date then,
without prejudice to any other right or remedy available to the
Company, the Company shall be entitled to:
5.4.1 cancel the Contract or suspend any further deliveries of the
Goods to the Customer;
5.4.2 appropriate any payment made by the Customer to such of the
Goods (or the goods supplied under any other contract between the
Customer and the Company) as the Company may think fit (notwithstanding
any purported appropriation by the Customer); and
5.4.3 charge the Customer interest (both before and after any judgment)
on the amount unpaid, at the rate of 4% per annum above the base
lending rate of Barclays Bank Plc from time to time, until payment
in full is made (a part of a month being treated as a full month
for the purpose of calculating interest).
6. DELIVERY
6.1 Delivery of the Goods shall be made by the Company delivering
or procuring the delivery of the Goods to the Customer’s premises
or such other address as is notified to the Company in advance of
delivery.
6.2 Any dates quoted for delivery of the Goods are approximate only
and the Company shall not be liable for any delay in delivery of
the Goods however caused. Time for delivery shall not be of the
essence of the Contract unless previously agreed by the Company
in writing. The Goods may be delivered by the Company in advance
of the quoted delivery date upon giving reasonable notice to the
Customer.
6.3 Where delivery of the Goods is to be made by the Company in
bulk, the Company reserves the right to deliver up to 10% more or
10% less than the quantity ordered and the quantity so delivered
shall be deemed to be the quantity ordered, and the price shall
be adjusted accordingly.
6.4 Where the Goods are to be delivered in instalments, each delivery
shall constitute a separate contract and failure by the Company
to deliver any one or more of the instalments in accordance with
these Conditions or any claim by the Customer in respect of any
one or more instalments shall not entitle the Customer to treat
the Contract as a whole as repudiated.
6.5 If the Company fails to deliver the Goods, or any instalment,
for any reason other than any cause beyond the Company’s reasonable
control or the Customer’s fault, and the Company is accordingly
liable to the Customer, the Company’s liability shall be limited
to the excess, if any, of the cost to the Customer in the cheapest
available market of similar goods to replace those not delivered
over the price of the Goods.
6.6 If the Customer fails to take delivery of the Goods or fails
to give the Company adequate delivery instructions at the time stated
for delivery, otherwise than by reason of any cause beyond the Customer’s
reasonable control or by reason of the Company’s fault, then,
without prejudice to any other right or remedy available to the
Company, the Company may:
6.6.1 store the Goods until actual delivery and charge the Customer
for the reasonable costs, including insurance, of storage; or
6.6.2 sell the Goods at the best price readily obtainable and (after
deducting all reasonable storage and selling expenses) account to
the Customer for the excess over the price under the Contract or
charge the Customer for any shortfall below the price under the
Contract.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Customer:
7.1.1 in the case of Goods to be delivered at the Company’s
premises, at the time when the Company notifies the Customer that
the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the
Company’s premises, at the time of delivery or, if the Customer
wrongfully fails to take delivery of the Goods, the time when the
Company has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods,
or any other provision of these Conditions, the property in the
Goods shall not pass to the Customer until the Company 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 Company to the Customer
for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Customer,
the Customer shall hold the Goods as the Company’s fiduciary
agent and bailee, and shall keep the Goods separate from those of
the Customer and third parties and properly stored, protected and
insured and identified as the Company’s property, but shall
be entitled to resell or use the Goods in the ordinary course of
its business but shall, in its fiduciary capacity, account to the
Company for the proceeds thereof.
7.4 Until such time as the property in the Goods passes to the Customer
(and provided the Goods are still in existence and have not been
resold), the Company shall be entitled at any time to require the
Customer to deliver up the Goods to the Company and, if the Customer
fails to do so forthwith, to enter upon any premises of the Customer
or any third party where the Goods are stored and repossess the
Goods.
7.5 The Customer 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 Company, but if the Customer does so all moneys
owing by the Customer to the Company shall, without prejudice to
any other right or remedy of the Company forthwith become due and
payable.
7.6 All intellectual property rights, including without limitation,
copyright in any artwork, printing plates and other origination
works undertaken by the Company on behalf of the Customer shall,
unless agreed in writing to the contrary, remain the property of
the Company.
8. WARRANTIES AND LIABILITY
8.1 Subject to the conditions set out below the Company warrants
that the Goods will materially correspond with their specification
at the time of delivery.
8.2 The above warranty is given by the Company subject to the following
conditions:
8.2.1 the Company shall be under no liability in respect of any
defect in the Goods arising from any design or specification supplied
by the Customer;
8.2.2 the Company shall be under no liability in respect of any
defect arising from fair wear and tear, wilful damage, negligence,
abnormal working conditions, failure to follow the Company’s
instructions, whether oral or in writing, misuse or alteration of
the Goods without the Company’s approval;
8.2.3 the Company shall be under no liability under the above warranty
(or any other warranty, condition or guarantee) if the total price
for the Goods has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to materials or equipment
not manufactured by the Company, in respect of which the Customer
shall only be entitled to the benefit of any such warranty or guarantee
as is given by such manufacturer or supplier, as the case may be,
to the Company.
8.3 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.
8.4 Any claim by the Customer which is based on any defect in the
quantity, quality or condition of the Goods or their failure to
correspond with specification shall, whether or not delivery is
refused by the Customer, be notified to the Company within 5 working
days from the date of delivery. If delivery is not refused, and
the Customer does not notify the Company accordingly, the Customer
shall not be entitled to reject the Goods and the Company shall
have no liability for such defect or failure, and the Customer shall
be bound to pay the price for the Goods as if the Goods had been
delivered fully in accordance with the Contract. For the avoidance
of doubt, where the Goods have been bought for resale the Company
shall not accept any responsibility for such defects or failures
once the Goods have left the Customer’s premises or control,
as the case may be.
8.5 Where any valid claim in respect of any of the Goods which is
based on any defect in the quality or condition of the Goods or
their failure to meet specification is notified to the Company in
accordance with these Conditions, the Company shall be entitled
to replace the Goods, or such defective batch, free of charge or,
at the Company’s sole discretion, refund to the Customer the
price of the Goods, or a proportionate part of the price, but the
Company shall have no further liability to the Customer.
8.6 Except in respect of death or personal injury caused by the
Company’s negligence, the Company shall not be liable to the
Customer by reason of any representation, unless fraudulent, or
any implied warranty, condition or other term, or any duty at common
law, or under the express terms of the Contract, for any indirect,
special or consequential loss or damage, whether for loss of profit
or otherwise, costs, expenses or other claims for compensation whatsoever
(whether caused by the negligence of the Company, its employees
or agents or otherwise) which arise out of or in connection with
the supply of the Goods or their use or resale by the Customer,
and the entire liability of the Company under or in connection with
the Contract shall not exceed the price of the Goods, except as
expressly provided in these Conditions.
8.7 The Company shall not be liable to the Customer or be deemed
to be in breach of the Contract by reason of any delay in performing,
or any failure to perform, any of the Company’s obligations
in relation to the Goods, if the delay or failure was due to any
cause beyond the Company’s reasonable control.
9. INDEMNITY
9.1 If any claim is made against the Customer that the Goods infringe
or that their use or resale infringes the patent, copyright, design,
trade mark or other industrial or intellectual property rights of
any other person, then unless the claim arises from the use of any
drawing, design, artwork or specification supplied by the Customer,
the Company shall indemnify the Customer against all loss, damages,
costs and expenses awarded against or incurred by the Customer in
connection with the claim, or paid or agreed to be paid by the Customer
in settlement of the claim, provided that:
9.1.1 the Company is given full control of any proceedings or negotiations
in connection with any such claim;
9.1.2 the Customer shall give the Company all reasonable assistance
for the purposes of any such proceedings or negotiations;
9.1.3 except pursuant to a final award, the Customer shall not pay
or accept any such claim, or compromise any such proceedings without
the consent of the Company (which shall not be unreasonably withheld);
9.1.4 the Customer shall do nothing which would or might vitiate
any policy of insurance or insurance cover which the Customer may
have in relation to such infringement, and this indemnity shall
not apply to the extent that the Customer recovers any sums under
any such policy or cover (which the Customer shall use its best
endeavours to do);
9.1.5 the Company shall be entitled to the benefit of, and the Customer
shall accordingly account to the Company for, all damages and costs
(if any) awarded in favour of the Customer which are payable by,
or agreed with the consent of the Customer (which consent shall
not be unreasonably withheld) to be paid by, any other party in
respect of any such claim; and
9.1.6 without prejudice to any duty of the Customer at common law,
the Company shall be entitled to require the Customer to take such
steps as the Company may reasonably require to mitigate or reduce
any such loss, damages, costs or expenses for which the Company
is liable to indemnify the Customer under this clause.
9.2 The Customer shall indemnify the Company against all loss, damages,
costs and expenses awarded against or incurred by the Company in
connection with any claim that the Goods infringe or that their
use or resale infringes the patent, copyright, design, trade mark
or other industrial or intellectual property rights of any other
person, and in connection with any claim of defamation against the
Company regarding any drawing, artwork, design, specification or
copy supplied by the Customer to the Company.
10. TERMINATION
10.1 The Company shall be entitled to cancel the Contract or, at
its discretion, suspend any further deliveries under the Contract
without liability to the Customer in the event that:
10.1.1 the Customer makes any voluntary arrangement with its creditors;
or
10.1.2 (being a company) becomes subject to an administration order;
or
10.1.3 goes into liquidation (otherwise than for the purposes of
amalgamation or reconstruction) or if a trustee, receiver, administrative
receiver or similar officer is appointed in respect of all or any
part of the business or assets of the Customer; or
10.1.4 an encumbrancer takes possession, or a receiver is appointed,
of any of the property or assets of the Customer; or
10.1.5 the Customer ceases, or threatens to cease, to carry on business;
or
10.1.6 the Company reasonably apprehends that any of the events
set out above is about to occur in relation to the Customer and
notifies the Customer accordingly.
10.2 In the event of a termination of the Contract any Goods which
have been delivered but not paid for the price shall become immediately
due and payable by the Customer notwithstanding any previous agreement
or arrangement to the contrary.
11. GENERAL
11.1 The Company shall be entitled to:
11.1.1 subcontract any part of its obligations under this Contract;
and
11.1.2 assign the benefit of the Contract to any third party.
11.2 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 its 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.
11.3 No waiver by the Company of any breach of the Contract by the
Customer shall be considered as a waiver of any subsequent breach
of the same or any other provision.
11.4 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 and the remainder
of the provision in question shall not be affected.
11.5 The Contract shall be governed by English law, and the Customer
agrees to submit to the non-exclusive jurisdiction of the English
courts.
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