Terms & Conditions
Application and entire agreement
1. These Terms & Conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you) from (We or Us). 2. These Terms & Conditions will be deemed to have been accepted by you when you accept the quotation or from the date a credit application was completed or from the date of any delivery of goods, installation of services (whichever happens earlier) and will constitute the entire agreement between us and you. 3. These Terms & Conditions and Quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Interpretation 4. A “business day” means any day other than Saturday, Sunday or Bank Holiday. 5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation. 6. Words imparting the singular number include the plural and vice-versa.
Goods 7. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon statement, promise or other representations about the goods by us. Description of the Goods set out in our sales documentation are intended as a guide only. 8. We are permitted to make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
Price 9. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other prices we may agree in writing. 10. If the cost of the Goods is to increase due to factors beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates we can increase the price prior to delivery. 11. Any increase in the price under clause above will only take place once you have been informed in writing. 12. You may be entitled to discounts, any and all discount prices are supplied at Millers Catering discretion. 13. The Price is of fees for packaging and transportation. 14. The Price is of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
Cancellation and alteration 15. Details of the goods are described in clause 7 to 8 above (Goods) and set out in our Sales Documentation are subject to alteration without notice and are not a contractual offer to sell the goods which is capable of acceptance. 16. The quotation is valid for the period of days shown on the Sales Documentation unless it is expressly withdrawn by us at an earlier time. Millers Catering reserve the right to withdraw any quotation without explanation.
Payment 17. We will invoice you for the price either : a. By Pro-forma Invoice prior to the delivery of the goods b. On delivery of the Goods c. Where the Goods are to be collected by you of where you wrongfully do not take delivery of the goods, at any time after we have notified you that the goods are ready for collection or we have tried to deliver them. 18. If you have a credit account with Millers Catering Equipment you must pay the invoice within 30 days of the date of our invoice or otherwise according to any credit terms agreed between us. 19. You must make payment if the delivery has not taken place and / or that the title in the Goods has not been passed to you. 20. If you do not pay within the period set out above, we will suspend and further deliveries to you and without limiting any of our other rights or remedies for statutory interest, We reserve the right to charge you interest at the rate of 5% per annum above the base rate of the Bank of England on the amount outstanding until you pay in full. 21. All payments must be made in sterling unless otherwise agreed in writing between us. 22. Both parties must pay all amounts due under these Terms & Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set off or counterclaim against the other to justify withholding payment of any such amount whole or in part.
Delivery 23. We will arrange for the delivery of Goods to the address specified in the quotation, or your order to another location agreed in writing. 24. If you do not specify a delivery address or we both agree you must collect the Goods from our premises. 25. Subject to the specific terms of any special delivery service, delivery can take place at any time during the day. 26. If you refuse to take delivery of the Goods we may, at our discretion and without prejudice to any other rights : a. Arrange for the storage of the Goods and will forward all associated costs and expenses including but not limited to, transportation, storage and insurance; and / or b. Make arrangements for the redelivery of the Goods and will charge you for the costs for said redelivery; and / or c. After 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods. 27. If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We reserve the right to charge you for all associated costs including but not limited to, storage and insurance. 28. Any dates quoted for delivery are approximate only, while Millers Catering will endeavour to supply Goods within lead time expectancy we will not be heled liable for any delay in delivery of the Goods that is caused by circumstances beyond our control or failure on your behalf to supply us with adequate delivery instructions or any other relevant instructions that are relevant to the supply of the Goods.
Inspection and acceptance of Goods 29. You must inspect the Goods on delivery or collection. 30. If you identify any damage or shortages, you must inform Millers Catering Equipment immediately providing full details. 31. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection. 32. We will be under no liability or further obligation in relation to the Goods if: a. You fail to provide notice as set above; and / or b. You make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and / or c. The defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and / or d. The defect arises from normal wear and tear of the Goods; and / or e. The defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or third parties. 33. You bear the risk and cost of returning the goods.
Risk and title 34. The risk of the Goods will pass on to you on completion of delivery. 35. Title to the goods will not pass to you until we have received payment in full for the Goods and or any other services we have supplied to you in respect of which payment has become due. 36. Until the title of the Goods has passed to you, you must a. Hold the Goods on a fiduciary basis as our bailee; and / or b. Store the goods separately and not remove or deface any identifying mark or packaging relating to the Goods; and / or c. Keep the Goods in satisfactory condition and keep them insured against all risks for their full price from date of delivery.
Termination 37. We can terminate the sale of Goods under the Contract where: a. You commit a material breach of your obligations under these Terms & Conditions; b. You are or become or, in our reasonable opinion, are about to become the subject of bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors; c. You enter into a voluntary arraignment under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with creditors; or d. You convene any meetings of your creditors, entre into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder. A petition is presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to you insolvency or possible insolvency.
Limitation of liability 38. Our liability under the contract, and in breach of statutory duty, and misrepresentation or otherwise will be limited to this clause. 39. Subject to the clause above on Inspection and Acceptance and Risk Title, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 40. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. 41. Our total liability will not, in any circumstances, exceed the total amount of the price payable by you. 42. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for: a. Any indirect, special or consequential loss, damage, costs, or expenses; and / or b. Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party clams; and / or c. Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and / or d. Any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and / or e. Any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the goods supplied. 43. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
Communications 44. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the third party giving notice (or a duty authorised officer of that party). 45. Notices will be deemed to have been duly given: a. When delivered, if delivery by courier or other messenger (including registered mail) during normal hours of the recipient; b. When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated; c. On the fifth business day following mailing, if mailed by national ordinary mail; or d. On the tenth business day following mailing, if mailed by airmail. 46. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
Circumstances beyond the control of either party 47. Neither party shall be liable for any failure to delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
No waver 48. No waver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
Severance 49. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of the Terms and Conditions (which will remain valid and enforceable)
Law and Authority 50. These Terms and Conditions are governed by and interpreted according to English Law. All disputes arising under these Terms and Conditions are subject to exclusive authority of the English courts.
For a printed copy of the Terms & Conditions please contact our accounts department.