Terms & Conditions
In these conditions, unless the context requires otherwise:
"Supplier" means THE BURGER MANUFACTURING CO Ltd (Company number 3739922) whose registered office is at Wyeside Enterprise Park, Llanelwedd, Builth Wells, Powys, LD2 3UA; and any subsidiary of the Supplier by which the Goods are sold;
"Buyer" means the company, firm, body or person purchasing the Goods;
"Goods" means the subject matter of the contract including (but not limited to) products, materials or articles, commodities etc and whether one or a number of items whether or not identical or similar;
"Order" means purchase order in respect of the Goods issued by the Buyer to the Supplier on the Buyer's official purchase order form, together with all documents referred to in it;
- The Supplier's quotations and the Buyer’s orders are not binding on the Supplier and a contract (the "contract") will not come into being unless and until the Buyer’s Order is confirmed in writing by the Supplier and the following conditions shall be deemed to be incorporated in the contract.
- The contract will be subject to these conditions. All terms and conditions appearing or referred to in the Order or otherwise stipulated by the Buyer shall have no effect. Any variation of the contract must be confirmed in writing by the Supplier.
- Quotations submitted by the Supplier shall remain open for acceptance for a period of 30 days from the date of the quote, unless in the quote document some other period is specified or accepted or the quotation is withdrawn by the Supplier.
- Samples provided totally at the discretion of the supplier and only available to those companies registered in Wales, England & Scotland.
- FOOD SAFETY
- It is the responsibility of the Buyer to ensure that all storage, subsequent repackaging or resale of the Goods complies with all food safety, hygiene and food labelling legislation after risk passes to the Buyer in accordance with clause 9
- The Goods shall comply with the description as it appears in the then current Product Information Sheet and unless agreed in writing shall be without reference to any sample
- The Supplier reserves the right to amend the specification or recipe of the Goods without prior reference to the Buyer provided that such change does not reduce the standard of the previous specification or recipe.
- The price for the Goods shall be the price ruling at the date of despatch of the Goods
- There shall be added to the price for the Goods any value added tax and any other applicable taxes.
- All Goods are sold delivered to the Buyer’s UK location and include carriage and packing unless otherwise stated. If the Supplier arranges or undertakes the carriage, freight, insurance and any other transport costs beyond the point of delivery such costs shall be for the Buyer's account and shall not affect the provisions of the contract as to the passing of risk.
- TERMS OF PAYMENT
- Subject to credit being approved, accounts are due for payment not later than 28 days following the date of invoice; otherwise cleared payment must be received by the Supplier before delivery. All payments shall be made without deduction or set-off. When deliveries are spread over a period each consignment will be invoiced as despatched and each invoice will be treated as a separate account and be payable accordingly
- Failure to pay any invoice in accordance with the foregoing terms or other terms specified in the contract shall entitle the Supplier to suspend further deliveries and work both on the same order and on any other order from the Buyer without prejudice to any other right the Supplier may have. The Supplier also reserves the right to charge interest on overdue accounts such interest to be calculated on a day-to-day basis on the amount outstanding at the rate of 5 per cent above the arithmetic average for each day of the published UK base rate of Barclays Bank plc (“Barclays”) both before and after any judgement.
- The Supplier reserves the right to impose a credit limit (and to vary it from time to time) setting the maximum value of Goods that the Buyer may receive prior to payment and to suspend delivery or performance of any order or any part or instalment without liability if that limit is exceeded.
- The Supplier reserves the right to charge a minimum order value.
- TITLE TO GOODS
- Notwithstanding that risk in the goods shall pass to the buyer in accordance with clause 9, title to the goods (whether separate and identifiable or incorporated in or mixed with other goods) shall remain with the Supplier until cash or cleared funds payment in full has been received by the Supplier for those goods, all other goods agreed to be sold supplied by the supplier to the Buyer for which payment is then due and of any other monies due from the buyer to the supplier on any account.
- Until title to the goods passes to the buyer under clause 6.1 the buyer shall not pledge or charge the Goods and shall hold the goods as the Supplier’s fiduciary agent and bailee, keeping the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Supplier’s property;
- Any resale by the Buyer of goods in which property has not passed to the Buyer shall (as between the Supplier and the Buyer only) be made by the Buyer as agent for the Supplier.
- At any time before title to the goods passes to the Buyer (whether or not any payment to the supplier is then overdue or the Buyer is otherwise in breach of any obligation to the Supplier), the Supplier may (without prejudice to any other of its rights):
- Retake possession of all or any part of the goods and enter any premises for that purpose (or authorise others to do so) which the Buyer hereby authorises;
- Require delivery up to it of all or any part of the goods.
- If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to;
- Cancel the contract or suspend any further deliveries to the Buyer;
- Appropriate sums received from the buyer as it thinks fit notwithstanding any purported appropriation by the Buyer;
- Charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 5 per cent per annum above Barclays Bank base rate from time to time, until payment in full is made.
- At any time between transfer of risk and transfer of title, the Buyer shall keep the Goods insured against all risks in the full amount of the Price, and shall receive any proceeds of such insurance following a loss as trustee for the Supplier
- Each clause and sub-clause of this clause 6 is separate, severable and distinct and, accordingly, in the event of any of them being for any reason whatever unenforceable according to its terms, the others shall remain in full force and effect.
- LIMIT OF RESPONSIBILITY
- The Supplier shall not be liable for any claim for loss of profit, loss of business, loss of contracts, loss of opportunity or loss of operation time
- The Supplier shall be under no liability if the total price for the Goods has not been paid by the due date for payment;
- The Supplier's liability shall be limited to the price paid by the Buyer for any Goods found to be defective.
- Any claim for non delivery of the Goods or that the Goods or any part thereof have been delivered damaged are of not correct quantity or do not comply with their description shall be notified by the Buyer to the Supplier within 48 hours of their delivery, or due date in the case of non-delivery;
- Any claim under this condition must be in writing and must contain full details of the claim and complete the part numbers of any allegedly defective subject matter;
- The Supplier shall be afforded reasonable opportunity to inspect any claims made under this condition and the Buyer shall if requested in writing by the Supplier promptly return any of the Goods the subject of the claim and any packing material securely packed and carriage paid to the Supplier for examination;
- The Supplier shall have no liability with regard to any claim in respect of which the Buyer has not complied with either the regulations as set out in clause 2 or with the complaints procedures in these conditions.
- DELIVERY AND ACCEPTANCE
- The dates for delivery of the Goods are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance. The Supplier will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform if the duration of the delay is not substantial or if the delay or failure is due to an Act of God, fire, inclement or exceptional weather conditions, industrial action (whether at the Supplier's premises or elsewhere), hostilities, shortage of labour, materials, power or other supplies, late delivery or performance or non-delivery or non-performance by suppliers or subcontractors, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond the Supplier's control or of an unexpected or exceptional nature;
- No delay shall entitle the Buyer to reject any delivery or performance or any further instalment or part of the order or any other order from the Buyer or to repudiate the contract or the order;
- If the Supplier fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Supplier’s reasonable control or the Buyer’s fault, and the Supplier is accordingly liable to the Buyer, the Supplier’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar Goods over the price of the Goods.
- Acceptance of the Goods shall be deemed to take place on delivery.
- If for any reason the Buyer is unable to accept delivery of the Goods on the agreed delivery date the Supplier may arrange storage of the Goods at the Buyer's risk and the Buyer shall be liable to the Supplier for the reasonable costs (including insurance) of such storage. This provision is without prejudice to any other right which the Supplier may have in respect of the Buyer's failure to take delivery of the Goods or pay for them in accordance with the contract.
Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods, unless otherwise agreed in writing.
If the Buyer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or (being a company) it shall pass a resolution or the Court shall make an order that the Buyer shall be wound up (otherwise than for the purposes of amalgamation or reconstruction) or if a receiver (including an administrative receiver) shall be appointed of any of the assets or undertaking of the Buyer or if the Buyer suffers the appointment or the presentation of a petition for the appointment of an administrator or if circumstances shall arise which entitle the Court or a creditor to appoint a receiver (including an administrative receiver) or a manager or which entitle the Court to make a winding-up order or if the Buyer takes or suffers any similar action in consequence of debt or if the financial responsibility of the Buyer shall, in the opinion of the Supplier, become impaired or if the Buyer shall commit any breach of any part of the contract or any other contract with the Supplier the Supplier may without prejudice to its rights and remedies under these conditions stop all Goods in transit and suspend further deliveries and by notice to the Buyer may terminate the contract immediately. If the Goods have been delivered but not paid for, the price shall become immediately due and payable, notwithstanding any previous agreement or arrangement to the contrary.
The Buyer shall indemnify the Supplier against all actions, costs (including the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement of any patent, registered design, unregistered design, design right, copyright, trademark or other industrial or intellectual property rights resulting from compliance by the Supplier with the Buyer's instructions, whether express or implied.
All patents, trade marks and copyrights of the Supplier shall remain the sole property of the Supplier and no supply of Goods shall constitute any transfer of rights to such patents, trade marks and copyrights.
- Unless otherwise specified all packing materials will be included in quoted prices, but where stated to be returnable, will be credited in full on return to the Supplier's works carriage paid in good condition, within one month of receipt by the Buyer. Where not returnable, the Buyer will dispose of all packing in accordance with all regulations (whether statutory or otherwise) relating to the protection of the environment.
- The Supplier uses all reasonable endeavours to ensure, where necessary, suitability of packing before despatch, but no claim will be accepted by the Supplier for breakage or damage in transit on the ground of alleged unsuitability for packing.
- HEALTH AND SAFETY
The Buyer agrees to pay due regard to any information or any revised information whenever supplied by the Supplier (and is deemed to have been given adequate information and to have read and understood it) relating to the use for which the Goods are designated or concerning conditions necessary to ensure that they will be safe and without risk to health at all times. The Buyer undertakes to take such steps as may be specified by the above information to ensure that as far as reasonably practicable the Goods will be safe and without risk to health at all times as mentioned above.
- Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by pre-paid first class letter post or facsimile transmission.
- Any notice or document shall be deemed served, if delivered, at the time of delivery; if posted, 48 hours after posting, and if sent by facsimile transmission, at the time of transmission.
The invalidity, illegality or unenforceability of any provision of these conditions should not affect the other conditions.
- LAW AND JURISDICTION
The contract shall be governed by and construed in all respects in accordance with English law and the parties submit to the non- exclusive jurisdiction of the English and Welsh courts.
- No waiver by the Supplier of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision
- 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