STANDARD TERMS AND CONDITIONS FOR SUPPLY
OF
GOODS AND SERVICES OF T&W BAKERIES LTD
| 1 | DEFINITIONS |
| In this document the following words shall have the following meanings: | |
| 1.1 | "Agreement" means these Terms and Conditions together with the terms of any applicable Specification Document; |
| 1.2 | "Customer" means the organisation or person who purchases goods and services from the Supplier; |
| 1.3 | "Specification Document" means a statement of work, quotation or other similar document describing the goods and services to be provided by the Supplier; |
| 1.4 | "Supplier" means T&W BAKERIES LTD, UNIT 2 SEVENOAKS ENTERPRISE CENTRE, BAT AND BALL ROAD, SEVENOAKS, KENT TN14 5LJ |
| 2 | GENERAL |
| 2.1 | These Terms and Conditions shall apply to all contracts for the supply of goods and services by the Supplier to the Customer. |
| 2.2 | The Supplier shall submit to the Customer a Specification Document which shall specify the goods and services to be supplied and the price payable. The Customer shall notify the Supplier immediately if the Customer does not agree with the contents of the Specification Document. All Specification Documents shall be subject to these Terms and Conditions. |
| 2.3 | The Supplier shall use all reasonable endeavours to supply the services within the agreed days. |
| 3 | PRICE AND PAYMENT |
| 3.1 | The price for the supply of goods and services are as set out in the Specification Document. The Supplier shall invoice the Customer every week. |
| 3.2 | Invoiced amounts shall be due and payable within 7 days of receipt of invoice. The Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 3% per annum above the base rate of the Bank of England. |
| 3.3 | Any costs for Bailiffs or Court action shall be borne by the customer. |
| 4 | SPECIFICATION OF THE GOODS |
| All goods shall be required only to conform to the specification in the Specification Document. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract. | |
| 5 | DELIVERY |
| 5.1 | The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods. |
| 5.2 | All risk in the goods shall pass to the Customer upon delivery |
| 5.3 | Minimum order of bread will be for no less than 40 bread per delivery. |
| 5.4 | Invoices for no less than £50 per week. |
| 5.5 | We operate on a no returns policy (except for the first two weeks of orders where an exception will be made). |
| 6 | CUSTOMER`S OBLIGATIONS |
| 6.1 | To enable the Supplier to perform its obligations under this Agreement the Customer shall: |
| 6.1.1 | co-operate with the Supplier; |
| 6.1.2 | provide the Supplier with any information reasonably required by the Supplier; |
| 6.1.3 | obtain all necessary permissions and consents which may be required before the commencement of the services; and |
| 6.1.4 | comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties. |
| 6.2 | The Customer shall be liable to compensate the Supplier for any expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 6.1. |
| 6.3 | Without prejudice to any other rights to which the Supplier may be entitled, in the event that the Customer unlawfully terminates or cancels the goods and services agreed to in the Specification Document, the Customer shall be required to pay to the Supplier as agreed damages and not as a penalty the full amount of any third party costs to which the Supplier has committed and in respect of cancellations on less than five working days’ written notice the full amount of the goods and services contracted for as set out in the Specification Document, and the Customer agrees this is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall be deemed to be a cancellation of the goods and services and subject to the payment of the damages set out in this Clause. |
| 7 | ALTERATIONS TO THE SPECIFICATION DOCUMENT |
| 7.1 | The parties may at any time mutually agree upon and execute new Specification Documents. Any alterations in the scope of goods and/or services to be provided under this Agreement shall be set out in the Specification Document, which shall reflect the changed goods and/or services and price and any other terms agreed between the parties. |
| 7.2 | The Customer may at any time request alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties. |
| 7.3 | Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed. |
| 7.4 | Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms. |
| 8 | TERMINATION |
| Either party may terminate this Agreement forthwith by notice in writing to the other if: | |
| 8.1 | The Customer fails to comply with payments of invoices then all further deliveries shall be suspended. |
| 8.2 | If customers fail to meet the required minimum orders of 30 bread per delivery the deliveries will be suspended. |
| 9 | INDEPENDENT CONTRACTORS |
| The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or any applicable Specification Document. | |
| 10 | SEVERABILITY |
| If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated. | |
| 11 | WAIVER |
| The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement. | |
| 12 | NOTICES |
| Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post. | |
| 13 | ENTIRE AGREEMENT |
| This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties. | |
| 14 | NO THIRD PARTIES |
| Nothing in this Agreement is intended to, nor shall it confer any rights on a third party. | |
| 15 | GOVERNING LAW AND JURISDICTION |
| This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts. | |
Unit 2
Sevenoaks Enterprise Centre
Bat & Ball Road
Sevenoaks
Kent TN14 5LJ
United Kingdom
Tel: 0870 432 9955
Fax: 0870 432 9966
E-mail:
sales@twbakeries.co.uk
Sevenoaks Enterprise Centre
Bat & Ball Road
Sevenoaks
Kent TN14 5LJ
United Kingdom
Tel: 0870 432 9955
Fax: 0870 432 9966
E-mail:
sales@twbakeries.co.uk