1. INTERPRETATION
1.1 In these Terms:
‘Buyer’ means the person whose order for the Goods is accepted by the Seller;
‘Business Day’ means any day from Monday to Friday (inclusive) except bank holidays and weekends
‘Goods’ means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms;
‘Seller’ means ‘Chefline Limited’, a company incorporated in England and Wales with registered no. 07547352, whose registered office is at Unit W, Hamstead Industrial Estate, Austin Way, Birmingham B42 1DU, United Kingdom and whose VAT Registration No. is GB110028092
‘Contract’ means the contract for the sale and purchase of the Goods;
‘IPR’ means patents, copyright database rights, design rights (whether registered or unregistered), trade marks (whether registered or unregistered), domain names, goodwill and other intellectual property rights, including any application for and the right to apply for protection of any such rights;
‘Terms’ means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and the Seller;
‘Website’ means the website www.chefline.co.uk;
‘Writing’, and any similar expression, includes facsimile transmission, but not electronic mail or other forms of electronic communication.
1.2 A reference in these Terms to a provision of a statute is a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.
2. BASIS OF THE SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Buyer’s order (if accepted by the Seller), subject to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such order is made, or purported to be made, by the Buyer.
2.2 No amendment to or variation of these Terms shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.3 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer. No variation of any Order may be made to an Order by the Buyer unless agreed in writing by the Seller.
2.4 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
2.5 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its 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 on 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.
2.6 Any typographical, clerical or other error or omission in any website, sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.7 For the avoidance of doubt these Terms are not intended to apply in the case of a sale to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977).
3. ORDERS AND SPECIFICATIONS
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.
3.2 When an order is submitted, the buyer confirms that they are making a purchase as a business and not as a consumer. They thereby surrender their rights as a consumer under the Distance Selling Act and are therefore liable to restocking charges and any other costs associated with delivering the goods or the costs of arranging collection. If returned goods arrive damaged at the premises of the seller; the buyer will be held liable even if the goods were arranged to be collected by the seller or one of its representatives. This is as the seller does not have any control over the repackaging of the products for the return journey.
3.3 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.4 The quantity, quality and description of the Goods and any specification for them shall be as set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
3.5 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with, or paid or agreed to be paid by the Seller in settlement of, any claim for infringement of any IPR of any other person which results from the Seller’s use of the Buyer’s specification.
3.6 All IPR in respect of the Goods and their specifications shall remain vested in the Seller and/or its suppliers absolutely and the Buyer shall not acquire any rights in respect of any IPR under or in connection with the Contract except to the extent necessary for the use of the Goods for the purpose for which they are supplied.
3.7 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EU requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.8 All Goods as shown in on the web site are for illustration purposes only and may vary from the images shown. Once purchased by the Buyer all Goods are only intended to be used by the Buyer for those purposes set out in the web site or as stated by the manufacturer.
4. PRICE OF THE GOODS
4.1 The List Price of the Goods shall be the Seller’s quoted price on its Website or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order. All prices quoted are valid for fourteen days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer. The price is exclusive of any applicable Value Added Tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods, unless otherwise indicated by the Seller.
4.2 The Seller may agree discounts for loyal customers at its discretion.
4.3 While the Seller may at its discretion agree to offer certain Buyers a standard discount on its orders, the Seller shall have the right at its discretion at any time to withdraw this right to a discount on its Products and to apply its standard prices to those Goods.
4.4 The Seller reserves the right, by giving notice in Writing to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, 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 Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.5 If the Buyer chooses to collect the Goods from the Buyer’s showroom or warehouse, the cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.
4.6 If the seller applies any discretionary, loyalty or any other type of discounts, they will always be discounted from List Price and not from an already discounted price.
5. TERMS OF PAYMENT
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller may invoice the Buyer for the price of the Goods on or at any time after acceptance of the Seller’s quotation or confirmation of the Buyer’s order.
5.2 All Goods must be paid for in advance by the Buyer. If payment is for any reason not required prior to fulfilment of the order by the Seller, payment shall be due thirty (30) days from the date of the Seller’s invoice. The Buyer shall pay the price of the Goods, (less any discount to which the Buyer is entitled, but without any other deduction, set off, counterclaim, abatement or otherwise), by any method notified by the Seller to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only on request.
5.3 If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller may:
5.3.1 cancel the Contract or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of four (5) per cent per annum above Barclays Bank plc base rate 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).
5.3.4 Cancel any discounts that have been applied to the original order. All discounts are subject to payments being made on time within the agreed period. If extended terms have been agreed, these will have to be confirmed in Writing from the Seller.
5.4 The Seller may at its discretion offer the Buyer a finance and/or trade account and offer payment terms, in which case, the Buyer must complete a credit application, provide at least two trade references and permit the Seller to perform a credit check and/or company searches on the Buyer.
5.5 The Buyer undertakes that the details it provides to the Seller for the purpose of ordering the Goods are correct and that any credit or debit card used to pay for the Goods belongs to the Buyer and that the Buyer has sufficient funds to cover the cost of the order.
5.6 The Buyer shall not be entitled to withhold any sums due to the Seller under the Contract (or any other contract between the parties) on the basis of a claim by the Buyer in respect of faulty Goods or any breach of the Contract by the Seller nor shall the Buyer be entitled to set-off any sums due under the Contract (or any other contract between the parties) against any sums payable or purported to be payable by the Seller to the Buyer.
6. DELIVERY
6.1 Where possible the Seller will arrange day delivery of stocked goods within 1-3 days from the date of receiving full payment for the Goods from the Buyer. In all other cases, the Seller will use reasonable endeavours to arrange despatch of Goods in stock within fourteen days of receiving the Buyer’s order and full payment but shall not be responsible for any losses arising from any delay in delivery of the Goods or from failure to fulfil an order within this time period.
6.4 The Buyer’s order may be delayed if the Goods are not in stock with the Seller’s suppliers.
6.5 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 be of the essence of the Contract unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date on giving reasonable notice to the Buyer.
6.6 Packaging, carriage and insurance charges in respect of delivery of the Goods to the Buyer will be charged to the Buyer at cost to the Seller. [A minimum delivery charge of £7.99 + VAT will be applied to all orders under £100. Orders over this amount may be subject to a delivery charge according to delivery location.] If the Buyer requests a delivery and does not accept it on the date specified for delivery, the Buyer will be liable for the Seller’s additional costs (including storage and restocking costs).
6.7 On the date of delivery the Buyer’s representative must be on site to sign a delivery note. The Seller does not accept any liability for loss or damage to the Goods while in transit to the Buyer.
6.8 The Buyer must report by email (along with photographic evidence), all products that are not in good working order or that have arrived broken, within 24 hours of receiving the goods. The email must contain the order number, product code, product description, date of delivery and the number of items that have an issue.
6.9 If the buyer disputes any prices, these must be reported within 48 hours of receiving the invoice. All price disputes must be reported before products have been unpacked or used.
6.10 The Seller’s standard delivery times are between the hours of 8 am to 6.30 pm on Business Days.
6.11 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.12 If the Buyer wishes to postpone delivery of an order, it must notify the Seller in writing. The Seller reserves the right to apply postponement charges based on the value of the order and the time within which the Seller receives the postponement notice from the Buyer. Such charges will be calculated on the basis of any costs that the seller may incur as a result of the delay.
6.13 If the Seller fails to deliver the Goods (or any instalment) 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.
6.14 If the Buyer fails to take delivery of the Goods or if the delivery site is not ready in all respects and suitable for the Goods to be delivered or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may:
6.14.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage and the costs of additional delivery; or
6.14.2 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.
6.15 Where the Seller notifies the Buyer in writing that the Goods are available from stock, the Buyer may collect the Goods from the Seller’s showroom or warehouse, subject to payment of the price in full prior to collection.
7. RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 if the Goods are to be delivered at the Seller’s premises, when the Seller notifies the Buyer that the Goods are available for collection; or
7.1.2 if the Goods are to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, 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.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer may resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, without prior notice enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer 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 Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) become immediately due and payable.
7.6 The Buyer shall fully indemnify the Seller in respect of any legal or other expenses incurred by the Seller in connection with any steps taken by the Seller to recover possession of the Goods or sums due to the Seller under the Contract.
7.7 If the Buyer shall enter into liquidation, have a winding-up order made against it, or have a receiver, administrator or administrative receiver appointed over its assets, income or any part thereof before the property in the Goods has passed in accordance with this condition, the Seller shall be entitled, immediately after giving notice of its intention to repossess the Goods, to enter upon the premises of the customer with such transport as may be necessary and to repossess any Goods to which it has title under this condition. No liquidator, receiver, administrator or administrative receiver of the Buyer shall have authority to sell Goods to which the Seller has title without the prior written consent of the Seller.
8. RETURNS
8.1 The Seller does not operate a sale or return policy and (unless otherwise provided in these Terms) will therefore not accept returns of Goods unless agreed by the Seller in writing. Any returns must be accompanied by a Sales Return Number otherwise will not be processed. Please note that the BUYER is required to arrange the transport of the return to the Seller and cover any cost associated.
8.2 The Seller will not accept returns for bespoke products or products that have been specially ordered from the manufacturer.
8.3 Restocking charges may apply where the Seller has incurred costs for the transaction. This will be based on calculating the cost of administration time to process the return, together with any other factors that need to be taken into account such as delivery and collection costs where applicable.
8.4 Any accepted returns will only be processed if the goods are returned within 14 days of the invoice and will be subject to a 25% restocking fee. Goods that have been opened, marked/soiled, damaged or used will not be entitled for return.
8.5 Any returns that are arranged for collection or that are sent by the Buyer back to the Sellers premises will remain the liability of the buyer until such time as the goods are accepted by the Seller as fit for resale. Any items that are received damaged will not be refunded, even if they are collected by the Seller’s agents; this is as the Seller does not have any control over the quality of the packaging for the return journey.
8.6 The Seller’s money back guarantee scheme applies only after taking into account the above mentioned “return conditions” and after deducting any of the above mentioned charges.
8.7 The Seller’s money back guarantee scheme will only be applicable if the goods returned are received in the original packaging and where the packaging and the goods are fit for resale. Products that have been used will not be considered as fit for resale.
9. TERMINATION
9.1 The Seller may terminate the Contract by giving notice in Writing to the Buyer if:
9.1.1 the Buyer fails to make any payment to the Seller when due; or
9.1.2 the Buyer breaches the Contract (repeatedly or otherwise); or
9.1.3 when requested to do so, the Buyer fails to provide the Seller within a reasonable amount of time with sufficient information to enable the Seller to determine the accuracy and validity of any information supplied by the Buyer, or the Buyer’s identity.
9.2 if clauses 9.2.1 to 9.2.4 below apply then, without limiting any other right or remedy available to the Seller, the Seller may 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:
9.2.1 the Buyer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters into administration or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.2.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
9.2.3 the Buyer ceases, or threatens to cease, to carry on business; or
9.2.4 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.
9.3 Termination of the Contract shall not affect or prejudice the accrued rights of either party or any provision of these Terms expressly stated to survive termination.
10. WARRANTIES AND LIABILITY
10.1 Where the Goods are covered by an available manufacturer’s warranty, the Seller shall notify the Buyer and give the Buyer the benefit of the warranty, subject to compliance by the Buyer with the terms of the warranty.
10.2 Except where clause 10.1 applies, the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in materials and workmanship for a period of [three (3)] months from the date of their initial use or [six (6)] months from delivery, whichever is the first to expire.
10.3 The warranty under clause 10 is given by the Seller subject to the following conditions:
10.3.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
10.3.2 the Seller 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 Seller’s instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without the Seller’s approval;
10.3.3 the Seller 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;
10.3.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
10.4 In some cases, an extended manufacturer warranty or service contract may be available, in which case the Seller will provide further information and a quotation on request from the Buyer.
10.5 All warranties, conditions or other terms implied by statute or common law are included to the fullest extent permitted by law.
10.6 A claim by the Buyer which is based on any defect in the quality or 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 48 hours 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.
10.7 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Terms, the Seller may 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 subject to the return of the Goods in question to the Seller), in which case the Seller shall have no further liability to the Buyer.
10.8 Except in respect of death or personal injury caused by the Seller’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Seller shall not be liable to the Buyer 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 loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.
10.9 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. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
10.9.1 Act of God, explosion, flood, tempest, fire or accident;
10.9.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
10.9.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
10.9.4 import or export regulations or embargoes;
10.9.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
10.9.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery; or
10.9.7 power failure or breakdown in machinery.
11. FORCE MAJEURE
11.1 The Seller reserves the rights to defer the date of deliver or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the Seller’s reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 14 of days, the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract.
12. GENERAL
12.1 This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements and arrangements between the parties in relation to its subject matter. There are no oral or written representations, understandings or agreements between the parties which are not fully expressed in this Agreement.
12.2 Each party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and accordingly all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.3 Nothing in this Agreement shall constitute or create or be deemed to constitute or create a partnership, joint venture or the relationship of principal and agent or employer and employee between the parties.
12.4 The Buyer shall not be entitled to assign or sub-contract or otherwise delegate any of its rights or obligations hereunder without the prior written consent of the Seller.
12.5 The Contract is made for the benefit of the parties to it (including Seller’s affiliates, directors, employees and representatives) and (where applicable) their successors and permitted assignees, and is not intended to benefit, or be enforceable by, anyone else.
12.6 Each party shall from time to time do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of the Contract.
12.7 A notice required or permitted to be given by either party to the other under these Terms 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.
12.8 No waiver by the Seller 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.
12.9 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
12.10 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.