Terms & Conditions

TERMS AND CONDITIONS OF SALE 1 Interpretation: 1.1 In these conditions: ‘Buyer’ means the company to which this invoice is addressed. ‘Goods’ means the goods described on invoice. ‘Seller’ means NIVEK CATERING SUPPLIES LIMITED, UNITS 14 & 15 WOODFALLS INDUSTRIAL ESTATE, LADDINGFORD, NR MAIDSTONE, KENT, ME18 6DA. ‘Conditions’ means these conditions and includes any special terms and conditions set out overleaf. ‘Contract’ means the contract for the purchase and sale of the Goods. ‘Writing’ includes facsimile transmission, e- mail and comparable means of communication. 2 Basis of the sale: 2.1 The Buyer purchases the Goods from the Seller in accordance with any written quotations of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, 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 Buyer. 2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller. 2.3 The Seller’s employees or agents are not authorised to make any representatives concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for the breach of, any such representations, which are not so confirmed. 2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or it employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed. 2.5 The Seller reserves the right to adjust the price of products prior to delivery or collection of all or any portion of the Goods. VAT. will be charged where applicable. 3) Orders and Specifications: 3.1 The quantity, quality and description for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer or the Buyer’s order if accepted by the Seller). 4) Terms of Payment: 4.1 The Buyer shall pay the price of the Goods (without deduction) by the 14th day of the month following the invoice date. 4.2 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Sellers shall be entitled to: 4.2.1 cancel the contract or suspend any further deliveries to the Buyer. 4.2.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and Seller) as the Seller may think fit. (Notwithstanding any purported appropriation by the Buyer) and 4.2.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 2 per cent per annum above National Westminster Bank PLC base rate from time to time, until payment is made in full. 4.2.4 charge the buyer any costs incurred whilst recovering the outstanding debt 5) Delivery 5.1 Any dates quoted for 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 of the essence unless previously agreed by the Seller in writing. 5.2 If the Seller fails to deliver the goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available Market) of similar goods to replace those not delivered over the price of the Goods. 6) Risk and Property 6.1 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, at the time when the Seller has tendered delivery of the Goods. 6.2 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 Buyer until the Seller 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 Seller to the Buyer for which payment is then due.

6.3 The Buyer shall not be entitled to pledge or in any way change by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller (without prejudice to any other right or remedy of the Seller) forthwith become due and payable. 6.4 The Seller has right of access to the Goods for the purpose of recovering the same. 7) Warranties and Liability 7.1 Any claim by the Buyer which is based on any defect in the quality of condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 3 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the contract. 7.2 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 Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) but the seller shall have no further liability to the Buyer. 7.3 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of representation or ay implied warranty, condition of other terms, or any duty at common law, or under the express terms of the Contract , for any consequential loss or damage (whether for loss of profit or otherwise, costs, expenses or other negligence of the Seller, 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 Buyer, except as expressly provided in these Conditions. 7.4 The Seller shall not be liable to the Buyer 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 Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. 7.5 The Seller will use best endeavours to ensure a reasonable interval between delivery and the declared “best before” date shown on pack (if any). Seller does not operate a sale or return policy and it is the responsibility of the Buyer to ensure correct stock rotation. 8) Insolvency of the buyer 8.1 This clause applies if: 8.1.1 the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or 8.1.2 an encumbrance takes possession, or a receiver is appointed, of any of the property or assets of the Buyer, or 8.1.3 The Buyer ceases, or threatens to cease, to carry on business, or 8.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly. 8.2 if this clause applies, then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and 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 9) Force Majeure The Seller shall not be liable for failure to provide any goods due to Act of God, fire, flood, storm , explosion, strikes, lockouts, other industrial dispute or action whether or not the lockout or industrial dispute or action involves the Seller’s employees, war, civil disturbance, Government or EU restrictions, prohibitions or restrictions or import or export, shortage of labour, materials or supplies, machinery breakdown, mechanical breakdown, accident, interruption of business or any other circumstances whatsoever outside of its control.

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