TERMS & CONDITIONS

FINANCE CALCULATOR

NORTHERN CATERING EQUIPMENT LIMITED

TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND/OR SERVICES

The Customer’s attention is particularly drawn to the provisions of clause 11 (Limitation of liability).

  • Definitions and Interpretation
    • In these conditions the following words shall (unless the context otherwise requires) have the following meanings:

“Business Day” a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Business Hours” the period from 8.00 am to 5.00 pm on any Business Day.

“Company” means Northern Catering Equipment Limited registered in England and Wales with company number 11005700.

“Conditions” these terms and conditions set out in this document as amended from time to time.

“Contract” means any contract between the Company and the Customer for the sale and purchase of the Goods and/or Services in accordance with these Conditions.

“Customer” the person or firm who purchases the Goods and/or Services from the Company.

“Delivery Location” has the meaning given in clause 4.1.

“Force Majeure Event” an event, circumstance or cause beyond a party’s reasonable control.

“Goods” means the goods (or any part of them) as set out in the Quotation and Order Acknowledgement.

“Quotation” a quotation for the provision of Goods and/or Services issued by the Company.

“Order” means the Customer’s written acceptance of the Company’s Quotation, including by way of the Customer’s signature of the Quotation.

“Order Acknowledgment” means the Company’s written acknowledgment of the Order.

“Services” the services supplied by the Company to the Customer (if any), in respect of installation of the delivered Goods and/or technical advice and/or design services, as further set out in the Order Acknowledgement.

  • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  • A reference to a party includes its personal representatives, successors and permitted assigns.
  • A reference to any statute or statutory provisions shall, unless the context so requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
  • Any phrase introduced by the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
  • A reference to writing or written includes emails but not fax.
  • The headings in these conditions are for convenience of reference only, they do not form part of the Contract and shall not affect its validity or construction.
  • Basis of the Contract
    • The Company may issue a Quotation following a request by the Customer to do so. Unless previously withdrawn any Quotation is only valid for acceptance by the Customer for a period of 20 Business Days from its date of issue (or such other period as may be specified within the Quotation). Any Order placed by the Customer constitutes an offer by the Customer to purchase the Goods and/or Services in accordance with Conditions and is subject to acceptance and confirmation in writing by the Company. The Contract is only formed when the Company accepts the Customer’s Order in writing i.e., when the Company sends an Order Acknowledgment to the Customer or on performance of the Order, at which point and on which date the Contract shall come into existence. Nothing shall oblige the Company to accept any Order.
    • These Conditions also apply if the Customer requests the Company to provide Goods and/or Services which are not included within a Quotation but which the Company agrees to provide. In these circumstances, the Contract shall come into existence upon the Company communicating to the Customer its written acceptance of the request or the Company starting to provide the applicable Goods and/or Services.
    • The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.
    • Any samples, drawings, descriptive matter or advertising issued by the Company and any illustrations or descriptions of the Goods and/or Services contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
    • These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate (whether in its Quotation or in any other document issued by it to the Company), or which are implied by trade, custom, practice or course of dealing.
    • In the event of any conflict between the terms of the Order Acknowledgement and these Conditions, the following descending order of precedence shall apply to the extent of such conflict only: (i) the Conditions; (ii) the Order Acknowledgement.
    • Any Quotation and Order Acknowledgement is given on the basis that any errors or omissions (as determined by the Company in its discretion) shall not be binding on the Company.
    • Verbal representations including those made over the telephone are not binding unless confirmed in writing.
  • Goods
    • The Goods are described in the Company’s Order Acknowledgement (which may cross refer to the Quote).
    • To the extent that the Goods are to be manufactured in accordance with a specification supplied by the Customer, the Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Company’s use of the specification. This clause 2 shall survive termination of the Contract.
    • The Company reserves the right to amend the specification if required by any applicable statutory or regulatory requirement, and the Company shall notify the Customer in any such event.
    • The Customer acknowledges that the Company is not the manufacturer of the Goods. The Company will use reasonable endeavours to pass on to the Customer any manufacturer’s warranty in respect of the Goods (to the extent that such warranties are capable of transfer in the ordinary course of trade).
    • Subject to clause 8, the Company warrants to the Customer as follows in respect of any items which are not covered by a manufacturer’s warranty:
      • that any Goods which are integral items to the working of any goods of which they are part (“Parts”) such as but not limited to taps and pre-rinse spray arms, will be of satisfactory quality upon their delivery to the Customer and for a period of 12 months thereafter;
      • that any items which are required to be supplied in order to install the Goods (“Supplies”) such as but not limited to plumbing parts, will be of satisfactory quality upon their delivery to the Customer and for a period of 3 months thereafter;
      • that any items which require to be replaced regularly as part of the normal use cycle (“Consumables”) will be of satisfactory quality upon their delivery to the Customer.
    • Unless otherwise specified, any manufacturer’s warranty and the warranties in clause 5 are in respect of parts only and the Company’s time in attending the Customer’s premises, assessing the issue and removing, repairing or replacing the Goods or any parts thereof shall be chargeable by the Company at its standard rates and invoiced to, and paid for by, the Customer, regardless of whether the manufacturer’s warranty and/or the warranties in clause 3.5 covers the cost of the repaired or replacement Goods/parts. Prior to attending the Customer’s premises, the Customer may be subject to a credit check. If the results of the credit check are satisfactory to the Company, in its sole discretion, the Customer will not have to pay a deposit to the Company. If the results of the credit check are not satisfactory to the Company, in its sole discretion, the Customer will have to pay to the Company a deposit of an amount that the Company specifies in respect of the Company’s time in dealing with the warranty claim and the cost of the replacement. This will be refundable to the Customer to the extent that the manufacturer’s warranty or a warranty in clause 3.5 covers the cost of the replacement part.
    • Where the parties have agreed that the Company will supply reconditioned equipment, the Customer acknowledges that such equipment may not operate to the same standards, or as long as, equivalent equipment purchased as new and previously unused. The Company warrants that the Goods will upon delivery will be of satisfactory quality (as defined in section 14 of the Sale of Goods Act 1979) taking into account such qualifications. Reconditioned Goods will not be subject to any further warranty.
    • Certain Goods (e.g. ovens, fryers, dishwashers) require regular maintenance and/or servicing even whilst under warranty, in accordance with the manufacturers’ recommendations and/or the Company’s recommendations. The Company will carry out such service either under a separate service agreement or at the request of the Customer on an ad hoc basis at the Company’s standard charging rate under separate terms and conditions. Defects arising from a failure to regularly service and/or maintain the Goods or from any other act or omission of the Customer are excluded from all warranties and any labour or parts required to rectify such defects will be charged at the Company’s standard charging rate.
  • Delivery of Goods
    • The Company shall deliver the Goods to the location set out in the Order Acknowledgement or such other location as the parties may agree (Delivery Location) at any time after the Company notifies the Customer that the Goods are ready.
    • Delivery is completed on completion of unloading of the Goods at the Delivery Location.
    • Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. In no circumstances shall the Company be liable for any loss arising from delay in despatch, however caused.
    • If the Company fails to deliver the Goods, the Contract will be deemed cancelled and a full refund will be provided to the Customer in respect of any monies already paid by the Customer to the Company. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    • If the Customer does not receive any Goods within 7 days of the date of the final VAT invoice for those Goods, the Customer shall immediately notify the Company in writing of such non-receipt. Should the Customer fail to notify the Company, the Company shall not be liable for non-delivery of the Goods and the Customer shall be liable to the Company for any loss or damage the Company may suffer in consequence of the omission to notify their carriers or insurers of the non-arrival of the Goods.
    • If the Customer fails to accept delivery of the Goods then except where such failure or delay is caused by a Force Majeure Event or by the Company’s failure to comply with its obligations under the Contract in respect of the Goods:
    • delivery of the Goods shall be deemed to have been completed when the Company first attempted to deliver the Goods at the Delivery Location; and
    • the Company shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
    • If three (3) months of the date of the Order Acknowledgement and the Customer has not taken actual delivery of the Goods, the Company may cancel the undelivered portion of the contract by giving notice in writing or resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
    • The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
    • Unless the Customer immediately upon delivery of the Goods gives notice verbally and in writing to the Company or their agents of any defect (whether or not caused by damage in transit) or of any complaint in respect of any Goods immediately upon delivery of the Goods or of the installation thereof, the Company shall be deemed to accept the Goods as having been delivered or installed in all respects in accordance with the Contract and shall have no further right to reject the Goods or recover any compensation.
    • Unless otherwise agreed in writing all deliveries will be to a ground floor clear area. The Customer shall make arrangements accordingly.
  • Title and Risk
    • The risk in the Goods shall pass to the Customer on completion of delivery.
    • Title to the Goods shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for the Goods. Furthermore, the title in the Goods shall not pass to the Customer unless and until the full price of any other delivered Goods subject of any other business transaction between the Customer and the Company has been paid.
    • Until title to the Goods has passed to the Customer, the Customer shall: (a) hold the Goods on a fiduciary basis as the Company’s bailee; (b) wherever practicable store its Goods on its premises separately from its own Goods or those of any other person in such a way that they can readily be identified as the Goods of the Company; (c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company’s behalf from the date of delivery and will procure that the interest of the Company is noted upon any policy of insurance which is effected and that a copy is provided to the Company; (d) notify the Company immediately if it becomes subject to any of the events listed in clause 1.2 to clause 13.1.4; and (e) give the Company such information as the Company may reasonably require from time to time relating to the Goods and the ongoing financial position of the Customer. The Customer may use the Goods in the ordinary course of its business.
    • If before title to the Goods passes to the Customer, the Company may require the Customer to deliver up all Goods in its possession and if the Customer fails to do so promptly, then, without limiting any other right or remedy the Company may have, the Company may at any time enter any premises of the Customer or of any third party where the Goods are stored in order to recover them, and the Customer shall procure such access for the Company .
  • Supply of Services
    • The Company shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order Acknowledgment but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
    • The Company reserves the right to amend the Order Acknowledgement if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Company shall notify the Customer in any such event.
    • The Company warrants to the Customer that the Services will be provided using reasonable care and skill. Where the Company has installed the Goods, the Company will provide a 3 month warranty in respect of such installation where the Company has provided the installation service.
    • The Customer shall permit access by the Company and its employees, contractors and/or agents to the Customer’s site to carry out such Services and shall provide such assistance and co-operation (including without prejudice to the foregoing provision of power and other facilities) as the Company or its employees may request.
    • The Customer shall ensure that the Company and its employees, contractors and/or agents are able to work in a safe environment and shall indemnify the Company in respect of any injury or loss suffered by the Company or its employees as a result of providing Services save where such injury or loss arises out of the Company’s negligence.
    • The Company will not accept responsibility or liability for the incorrect installation or adjustment of equipment not installed by the Company’s engineers or sub-contractors.
  • Services – Advice
    • Technical advice is given on the basis of the information provided by the Customer (which the Customer warrants is true and accurate), and to the best of the Company’s knowledge based on its work and experience.
    • No liability is accepted for data and information given with respect to suitability and application of the goods.
    • The Customer is responsible for ensuring that the statutory and other official regulations are complied with when the goods which the Company recommends are used. The Company shall not be liable in any way should any instruction given relating to such goods not be fully complied with.
    • Where advice services are provided by the Company and the Company elects at their sole discretion to make no charge or payment to the Customer for such advice, the supply of advice services shall not form part of the Company’s contractual obligations to the Customer and no claim whether arising in contract or otherwise for damages shall be brought against the Company in connection with the supply advice services.
  • Customer’s Obligations
    • The Customer shall:
    • ensure that the terms of the Order Acknowledgement and any information it provides pursuant to the Order Acknowledgement (and any documents referred to in it) are complete and accurate;
    • co-operate with the Company in all matters relating to the Services;
    • provide the Company, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services;
    • provide the Company with such information and materials as the Company may reasonably require in Quotation to supply the Services, and ensure that such information is complete and accurate in all material respects;
    • prepare the Customer’s premises for the supply of the Services;
    • obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
    • comply with all applicable laws, including health and safety laws;
    • take such specified steps as may be necessary to ensure, so far as reasonably practicable, that the Goods will be safe and without risk to health when properly used.
    • keep all materials, equipment, documents and other property of the Company (Company Materials) at the Customer’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and
    • comply with any additional obligations as set out in the Order Acknowledgement.
    • If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
    • without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Company’s performance of any of its obligations;
    • the Company shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this clause 2; and
    • the Customer shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Customer Default.
  • Charges and Payment
    • The price for Goods and/or Services shall be the price set out in the Order Acknowledgment and is exclusive of all costs and charges of packaging, insurance, transport of the Goods which may be invoiced to the Customer separately. The Order Acknowledgement will specify whether or not delivery and installation has been calculated together or separately.
    • The charges for the Services shall be calculated on a time and materials basis:
      • The charges shall be calculated in accordance with the Company’s daily fee rates which will be previously agreed in writing by the Company and the Customer.
      • The Company’s daily fee rates are calculated on the basis of an eight-hour day worked on Business Days (and, if previously agreed in writing, on Saturdays)
      • Higher daily rates may apply for work agreed to be carried out at the times referred to in clause 2.2 above.
    • The Company reserves the right to:
    • increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Company that is due to:
      1. any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      2. any request by the Customer to change the delivery date(s), quantities or types of Goods; or
  • any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Company adequate or accurate information or instructions in respect of the Goods.
  • In respect of Goods and/ or Services, the Company shall invoice the Customer at the intervals specified in the Order Acknowledgment.
  • If the Order Acknowledgment specifies that all or any part of the price for the Goods and/or Services is due on or following completion of the delivery and/or installation of the Goods (“Handover”) and Handover is delayed at no fault of the Company, Handover will be deemed completed 7 days after the date that the relevant Goods are delivered to the Customer and the Company shall then be entitled to invoice the Customer for the relevant instalment of the price of the Goods and/or Services.
  • The Customer shall pay each invoice submitted by the Company:
    1. within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Company and confirmed in writing to the Customer; and
    2. in full and in cleared funds to a bank account nominated in writing by the Company,

and time for payment shall be of the essence of the Contract.

  • Should the Customer fail to pay on the due date the price for any delivery the Company shall be entitled to: (i) suspend further deliveries until payment is made; (ii) vary by notice in writing with immediate effect the terms if any as to the credit specified in the Order Acknowledgment or in any other Contract between the Company and the Customer; or (iii) treat the contract as wrongfully repudiated by the Customer without prejudice to the Company’s right to payment for any Goods delivered and to damages for the Company’s breach of contract.
  • All amounts payable by the Customer under the Contract except any amount in respect of a deposit, are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Company to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
  • If the Customer fails to make a payment due to the Company under the Contract by the due date, then, without limiting the Company’s remedies under clause 13, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
  • All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  • Confidentiality
    • Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party.
    • Each party may disclose the other party’s confidential information:
      1. to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 10; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    • No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
  • Limitation of Liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
    • Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation; and
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    • Subject to clause 1:
      1. the Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise howsoever arising for any claim (including without limitation a claim pursuant to an indemnity), damage, loss, costs or liability in respect of: (a) any direct loss of profit; (b) any direct loss of anticipated savings; (c) any direct loss of use of money; (d) any direct loss of business; or (e) any indirect loss or damage howsoever caused including (without limitation): (i) any indirect loss of profit; (ii) loss of anticipated profit including loss of profit on contracts; (iii) loss of use of money; (iv) loss of anticipated savings; (v) loss of business contracts; (vi) loss of opportunity; and/or (vii) loss of or damage to goodwill and/or reputation, in each case including as a result of any disruption or impairment to, or suspension or shut-down of, the Customer’s facilities or any part thereof; and
      2. the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equal to the total price actually paid by the Customer to the Company in relation to the Contract.
    • For the avoidance of doubt, subject to any specific agreement between the parties to the contrary, the Company is not responsible for the operation, management or maintenance of the Goods, or the wider system of which the Goods or any of them may be part, and accordingly shall not be liable for any loss or damage caused to the Customer by their failure to properly operate, manage or maintain the Goods and/or the wider system (or any part of it).
    • The Company is not responsible for any loss or damage suffered by the Customer arising as a result of the Company following any drawing, design or specification supplied by the Customer or otherwise approved by the Customer.
    • Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
    • This clause 11 shall survive termination of the Contract.
  • Returns
    • The Company is not obliged to accept the return of any Goods agreed to be supplied under the Contract. If the Company agrees (in its sole discretion) to accept the return of any Goods, the Customer shall receive a refund of the amount it has paid in respect of such Goods (if the Customer has already paid for them), or a credit against the applicable invoice (if the Customer has not already paid for them), provided that the Company may deduct from such refund or credit (i) any amount which it incurs as a result of the return, including in respect of its costs of collecting the returned items, and (ii) an amount which is reasonably determined by the Company to be an appropriate deduction in respect of any damage caused to the Goods.
    • The Company cannot accept returns or cancellations in respect of Goods which are made to the Customer’s specification.
  • Termination
    • Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Customer if:
      • the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so (and for the avoidance of doubt any failure by the Customer to pay any sum owing to the Company under the Contract shall be deemed a material breach);
      • the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business.
      • the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
      • the Customer’s financial position deteriorates to such an extent that in the terminating party’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
    • Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in clause 1.2 to clause 13.1.4 or the Company reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
    • Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
    • On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt.
    • Termination of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
    • Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
  • Consequences of Termination
    • On termination of the Contract:
      1. the Customer shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Customer immediately on receipt; and
      2. the Customer shall return all of the Company materials and Goods which have not been fully paid for. If the Customer fails to do so, then the Company may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
    • Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
    • Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
  • Force Majeure
    • Neither party shall be liable to the other party for delay or failure to perform any obligations under this Contract where such delay or failure is caused by any event not within the relevant party’s reasonable control including, without limitation:
      • acts of God, flood, drought, earthquake or other natural disaster;
      • epidemic or pandemic;
      • terrorist attack, civil war, civil commotion or riots, war, threat of or preparation of war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
      • nuclear, chemical or biological contamination or sonic boom;
      • any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota, prohibition, lockdown, curfew, or restrictions on movement and meetings;
      • collapse of buildings, fire, explosion or accident; and
      • any labour or trade dispute, strikes, industrial action or lockouts.
    • Nothing in this clause will exclude the Customer’s liability to pay for any amounts due under the Contract.
    • If the said event continues for more than 60 days either party may give to the other not less than 30 days’ notice to terminate this Contract.
  • General
    • Assignment and other dealings
      • The Company may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
      • The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Company.
      • Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
        • delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
        • sent by email to the following addresses (or an address substituted in writing by the party to be served):

Company: accounts@northerncatering.co.uk .

Customer: the email address that the Order Acknowledgment was sent.

  • Any notice shall be deemed to have been received:
    • if delivered by hand, at the time the notice is left at the proper address;
    • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
    • if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
  • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 16.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
    • A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    • A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
  • No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
  • Entire agreement.
    • The Contract constitutes the entire agreement between the parties.
    • Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
  • Third party rights.
    • Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    • The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
  • Except as set out in these Conditions, no variation of these terms shall bind the Company unless it is confirmed by the Company in writing under the hand of a director of the Company and in particular no agent salesman or sales representative of the Company shall have power to vary these conditions unless such variation is confirmed as aforesaid.
  • Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
  • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.