This webpage contains the Standard Terms and Conditions For Sale Of Goods Of Que Fresco Ltd To Trade Customers.
INDEX
1. DEFINITIONS
2. GENERAL
3. PRODUCT INFORMATION AND PRICE
4. PAYMENT
5. DELIVERY SERVICE
6. ORDER COLLECTION
7. RISK
8. CANCELLATION & RETURNS
9. WARRANTY
10. LIABILITY
11. LIMITATION OF LIABILITY
12. FORCE MAJEURE
13. RELATIONSHIP OF PARTIES
14. ASSIGNMENT AND SUB-CONTRACTING
15. WAIVER
16. SEVERABILITY
17. INTELLECTUAL PROPERTY AND RIGHT TO USE IT
18. WEBSITE USE AND LINKS
19. GOVERNING LAW AND JURISDICTION
In this document the following words shall have the following meanings:
1.1 "Buyer" means the organisation or person who buys Goods from the Seller;
1.2 "Goods" means the articles to be supplied to the Buyer by the Seller;
1.3 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 "List Price" means the list of prices of the Goods maintained by the Seller as amended from time to time;
1.5 "Seller" means Que Fresco Ltd whose registered address is The Old Pie Shop, Church Street, Ribchester. PR3 3YE
1.6 "Terms and Conditions" means the terms and conditions stated within this document
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.
2.2 These Terms and Conditions are available on request by email from the Seller or can be viewed online at www.quefresco.co.uk. The Seller reserves the right to amend the Terms and Conditions from time to time without directly notifying previous Buyers, but shall endeavour to do so for those with ongoing regularly activity.
2.3 Acceptance of an order placed through the Seller’s B2B portal website, or if otherwise agreed, purchase order or email order confirmation shall be deemed conclusive evidence of the Buyer's acceptance of these Terms and Conditions.
2.4 The Buyer may sell on their own website for e-commerce but any use of Amazon or eBay (or similar websites) is forbidden for all the Seller’s product ranges.
3.1 The Seller will supply as much information about products as they are able from their own capability and manufacturer supplied information including images and SKU codes, but will not be held liable for incorrect information supplied to them in good faith. Products illustrated in all the Seller's literature including partner resources shared folders and websites are done as accurately as will allow.
3.2 Relevant currency price lists will be provided with breakdown of Buyer purchase price, price net of VAT/Tax and RRP for online sales purposes.
3.2.1 Should the Buyer wish to do so, they may promote sales by offering a bundle of relevant accessory products for purchase at the same time as the main barbecue item. For guidance we suggest the online bundle sales price may be discounted up to 7.5% off the total RRP for the respective bundle and should remain higher than the RRP of the main barbecue item alone.
3.3 The Seller reserves the right to alter prices or withdraw and modify product ranges from time to time and will provide timely notification to previous Buyers with ongoing regular purchase activity. It is the responsibility of the Buyer to check the product range they are intending to purchase is available on the Seller’s B2B portal website unless otherwise instructed.
4.1 Payment of invoices is required 30 days from the date of invoice unless the Buyer is a new partner of the Seller, or other terms are supplied on an individual basis. Credit terms can be removed by the Seller without explanation. A statement of account will be provided before each month end.
4.2 The Seller 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 2.50% per annum above the base rate of the Bank of England. This clause shall only be enacted for continued or repeat contradiction of 4.1
4.3 If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
4.3.1 require payment in advance of delivery in relation to any Goods not previously delivered;
4.3.2 refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
4.3.3 terminate the agreement.
5.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer within the timescale specified by the Seller. Timescales are subject to availability of goods and shipping restrictions.
5.2 Standard delivery is conducted using a third party courier, third party pallet carrier, or Seller's own logistics provider. Delivery times vary according to type of transit shipment (parcel, pallet, or shipping container).
5.3 The delivery address specified by the Buyer must be safely accessible by truck between the hours of 09.00 to 17.00 Monday to Friday.
5.4 It is the responsibility of the buyer to ensure vehicle access including suitable parking and the handling of the Goods. If a pallet delivery, ‘kerbside’ is the official delivery point.
5.5 The delivery period specified by the Seller is an estimate only and shall not be of the essence of the contract. All deliveries conducted by the truck method will be booked in advance and the Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are due for delivery
5.6 The Seller shall use its reasonable endeavours to meet any stated delivery period or booked delivery date. In any event, time of delivery period or delivery booking shall not be of the essence and the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any third party arising directly or indirectly out of any failure to meet any estimated delivery period or date.
5.7 If the Seller is unable to commence delivery of the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected.
5.8 If the Seller is unable to complete delivery whilst the Goods are in transit for reasons beyond its control, then the Seller bears no financial liability to the Buyer.
6.1 Orders can be collected by the Buyer between the hours of 09.00 to 17.00 Monday to Friday (excluding Bank Holidays)
6.2 The Buyer must notify the Seller 5 working days before collection.
6.3 It is the responsibility of the Buyer to provide the appropriate vehicle to conduct the collection. If the Buyer is unable to complete the collection of the Goods on the date agreed, then the Seller shall be entitled to place the Goods in storage until such times as collection or delivery may be effected.
Risk in the Goods shall pass to the Buyer at the moment the Goods are considered ‘delivered’ by the means specified in 5.2. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are deemed collected.
8.1 During delivery the Buyer shall inspect the packaging for visible signs of transit damage before signing any delivery receipt document. In the event of visible signs of transit damage the Buyer must clearly sign the goods received as ‘damaged' on the delivery receipt document before signing. The Buyer shall then notify the Seller within 24 hours.
8.2 The Buyer shall inspect the Goods immediately upon receipt and shall notify the Seller within 24 hours of delivery if the Goods are transit damaged. Goods that are defective or do not comply with any part of the Contract, must be reported to the Seller within 7 days of delivery.
8.3 Where a claim of defect or damage is made then it shall be the responsibility of the Seller to collect the faulty Goods and the Buyer shall be entitled to replacement Goods or a full refund.
8.4 Goods to be returned must be fully re-packaged and sealed in the original packaging format clearly showing the order number obtained from the Seller.
8.5 Goods to be returned must be available for the Seller to collect between the hours of 09.00 to 17.00 Monday to Friday at the Buyer's premises or the address of the original delivery.
8.6 Where returned Goods are found to be damaged due to the Buyer's fault the Buyer will be liable for the cost of remedying such damage.
9.1 All warranty details are specific to each of the Seller’s brands and will be made available in writing to the Buyer.
10.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:
10.1.1 the correspondence of the Goods with any description;
10.1.2 the quality of the Goods; or
10.1.3 the fitness of the Goods for any purpose whatsoever.
10.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:
10.2.1 the correspondence of the Goods with any description;
10.2.2 the quality of the Goods; or
10.2.3 the fitness of the Goods for any purpose whatsoever.
10.3 All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.
11.1 Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller's negligence or that of its employees or agents.
The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, shipping delays, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.
Nothing contained in these Terms and Conditions shall be construed as establishing or implying any legal partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.
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.
If any term or provision of these Terms and Conditions 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 hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
The Buyer acknowledges and agrees that all copyright, trademarks and all other intellectual property rights in all the Seller's literature and websites shall remain at all times vested in the Seller and their Manufacturing partnerships. The Buyer is permitted to use this material only as expressly authorised by the Seller.
18.1 Access to and use of the Sellers websites are subject to these Terms and Conditions. The Buyer agrees that use of these website services is entirely at the risk of the Buyer.
18.2 By using the Seller’s websites the Buyer agrees not to attempt to undermine the web site's functionality and integrity
18.3 The Seller’s websites may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that we are not responsible for the content or availability of any such sites.
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.