Pure Beans Limited (‘The Company’)
Terms and Conditions of Sale for Businesses
1. Definitions
1.1 The following words and expressions shall have the following meanings unless the context otherwise requires:
"Company" means Pure Beans Limited (Registered No. 05598360 ) whose registered office is at 49 Kyle Road, Hilton, Derby, DE65 5JY;
"Contract" means any agreement for the sale and purchase of Goods which is entered into between the Company and the Customer;
"Customer" means the firm or company which purchases the Goods and any Services from the Company and which has accepted these Terms;
"Force Majeure" means circumstances beyond the control of the Company 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 30 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract;
"Goods" mean those products ordered by the Customer to be supplied by the Company pursuant to these Terms;
"Great Britain" means the mainland of England, Wales and Scotland;
"Interest" means the rate of interest specified in the Late Payment of Commercial Debts(Interest) Act 1998, as amended from time to time;
"Order Acknowledgement" means a written acknowledgement from the Company to the Customer accepting such Customer’s order;
"Relevant Premises" means the premises in respect of which the Services are to be supplied; "Services" means the installation of any coffee machine(s) to be supplied by the Company pursuant to these terms;
"Terms" means these terms and conditions;
"Website" means www.www.purebeans.co.uk
1.2 In these Terms
1.2.1 words in the singular include the plural meaning and words in the plural include the singular meaning; use of any gender includes the other genders;
1.2.2 headings are for reference only and do not affect the meaning or interpretation of these Terms;
1.2.3 references to any act, regulation, code of practice or statutory order shall be interpreted so as to include any change, re-enactment or extension of the act, regulation, code of practice or statutory order;
1.2.4 any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality); and
1.2.5 any reference to "writing" or any cognate expression shall include facsimile but shall not include e-mail or text messages.
2. Basis of Contract
2.1 These Terms shall apply to the sale by the Company of all Goods and/or the supply of Services purchased by the Customer and these Terms shall govern each Contract to the exclusion of any other terms and conditions introduced or submitted by the Customer. No terms or conditions endorsed on or delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to.
2.2 No variation of these Terms may be given by any of the Company’s employees unless confirmed in writing by a director of the Company and no collateral or supplemental contract may be made or construed unless confirmed in writing by a director on the Company’s official stationery.
2.3 Any tenders or quotations will not constitute an offer and each Contract shall be made as follows:-
2.3.1 for Website orders when the Company issues an Order Acknowledgement via an e-mail confirmation; and
2.3.2 for telephone orders if the Company issues an Order Acknowledgement, when the Order Acknowledgement is issued to the Customer;
2.3.3 if the Company does not issue an Order Acknowledgement, upon delivery to the Customer by the Customer signing a delivery note.
2.4 The Company’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Company in writing. In entering into each Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed save that nothing in this Clause excludes the Company’s liability for fraudulent misrepresentation.
3. Price
3.1 Subject to Clause 3.2, the price to be paid by the Customer is the price displayed on the Website at the time when the order is received by the Company.
3.2 Notwithstanding Clause 3.1, in the case of an order placed over the telephone, the price shall be the price contained in any valid quote. A quote remains valid for a period of 30 days, unless retracted at an earlier date by the Company. In the event that the quote has expired at the time the order is received by the Company, or if no quote has been issued by the Company, the price to be paid shall be the price displayed on the Website at the time when the order is received by the Company.
3.3 In the event that the Company discovers an error in the price of the Goods and/ or any Services ordered by the Customer, the Company shall notify the Customer as soon as possible providing the Customer the option of either reconfirming the order at the correct price or cancelling the order. If the Company is unable to contact the Customer for the purposes of this clause 3.3, the order shall be deemed cancelled and where the Customer has already made payment for the Goods and/ or for any Services this shall be refunded in full.
3.4 Notwithstanding clause 3.3, if any increase howsoever arising in the price of the Goods and / or Services including but without being limited to any increase in the costs of manufacturing, raw materials, labour or transportation occurs after the Contract is formed, the Company shall be entitled (subject to any statute or regulation) to make such addition to the price of the Goods and/ or Services as shall be reasonable in the circumstances.
3.4 All prices are exclusive of VAT and exclude delivery charges unless expressly stated otherwise.
4. Payment
4.1 Where Goods and/or Services are ordered over the Website payment for the Goods and any Services shall be made on order placement and in any event prior to despatch of the Goods or any instalment thereof unless otherwise agreed in writing. Where Goods and/ or Services are ordered over the telephone, payment shall be made either on order placement or, where agreed between the parties, within 30 days of the date on the Company’s invoice.
4.2 The Customer shall make payment in sterling, unless otherwise agreed in writing. Any payment received by the Company in any other currency will not be deemed to be payment.
4.3 In the event that the Customer fails to pay for any order in full, cleared funds by the due date then, without prejudice to any other right or remedy available to the Company, all invoices issued to the Customer by the Company in respect of any Goods and/ or any Services sold or supplied pursuant to these Terms shall immediately fall due for payment and any credit offered or extended by the Company to the Customer in respect of the same shall be cancelled forthwith. In addition the Company shall be entitled at its discretion to do one or more of the following:
4.3.1 to charge the Customer Interest both before and after any judgment on the amount unpaid until the date payment is received in full; and/or
4.3.2 to withhold delivery of any Goods and /or any Services agreed to be sold by the Company to the Customer or any instalment thereof (being the subject of the Contract or any other contract) until payment and any accrued interest have been paid in full; and/or
4.3.3 terminate this Contract.
5. Packaging
The packaging of the Goods shall be entirely at the discretion of the Company who shall have the right to pack all the Goods in such manner, and in such quantities as the Company thinks fit and shall not be obliged to comply with any packaging requests or instructions from the Customer.
6. Delivery
6.1 Delivery dates are estimates only and time of delivery is not of the essence. Should the Company anticipate that delivery time will be significantly longer than estimated, the Company will notify the Customer as soon as reasonably practicable. If no delivery dates are so specified, delivery shall be within a reasonable time.
6.2 The Company shall have the right to deliver Goods in instalments and each instalment shall constitute a separate Contract and failure or defect in any one delivery shall not invalidate the Contract as to the remaining deliveries.
6.3 In the event of a failure to accept any delivery by the Customer, otherwise than by reason of the Company’s fault or by reason of Force Majeure the Company shall be entitled to store the Goods until actual delivery and charge the Customer for the reasonable costs of storage (including insurance) and/or the cost of redelivering to the Customer including any charges incurred by the Company as a result of the Customer’s failure to accept delivery, the Goods being held at the Customer’s risk.
7. Inspection and Return of Goods
7.1 Where there are shortages in the number of packages in the order, or where Goods have been damaged in transit the Customer shall notify the Company by telephone within 2 working days and confirmed in writing within 5 working days of delivery.
7.2 Where Goods:
7.2.1 have been lost in transit or are subject to a patent defect the Customer shall notify the Company by telephone within 24 hours of delivery; or
7.2.2 are subject to a latent defect, the Customer shall notify the Company by telephone within 2 weeks of delivery.
7.3 The Customers signature on any delivery note of the Company is evidence of the correct quantity of Goods. For the avoidance of doubt ‘signature on any delivery note’ shall include the Customer’s electronic signature on any equipment used by the Company or its couriers for recording such a signature.
7.4 In the event of any claim being made by the Customer pursuant to clause 11 below, the Customer shall give the Company a reasonable opportunity to inspect the Goods in the same condition as they were at delivery after discovery of the defect and liability will not be accepted unless this procedure is followed.
7.5 Where any valid claim in respect of the Goods is made by the Customer pursuant to this clause 7 or clause 11 below the Company shall be entitled to replace the Goods free of charge or, at the Company’s sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price for those Goods), and subject to Clause 11.4 the Company shall have no further liability to the Customer.
7.6 Where the Goods are returned in accordance with this Clause and are found to be free of the defect complained of, the Customer shall be liable for the cost of the return of the Goods being subsequently returned by the Company to the Customer including all other costs reasonably incurred by the Company in carrying out a review of the Goods.
8. Services
8.1 Where the Contract is for the sale and supply of Goods and Services or for the supply of Services, the Company shall provide the Services on the date of delivery or such other date(s) as agreed in writing between the parties.
8.2 The Customer shall, to enable the provision of the Services on the date of delivery or on the date(s) agreed:
8.2.1 co-operate with the Company;
8.2.2 provide the Company, its agents, sub-contractors and employees, in a timely manner and at no charge, access to the Relevant Premises, and all other facilities requested by the Company;
8.2.3 be responsible (at its own cost) for preparing and maintaining the Relevant Premises for the supply of the Services;
8.2.4 ensure that all services to the Relevant Premises that are, in the opinion of the Company, necessary to the supply of Services, including but without, limitation water and electricity conduits, are in good working order and conform with all relevant United Kingdom standards or requirements.
8.3 Should the Customer fail to comply with Clause 8.2, it will reimburse the Company for all reasonable costs, charges, expenses and losses suffered, incurred or sustained by the Company, including wasted time, engineer costs, loss of profit, loss of goodwill, loss of reputation, loss of opportunity to deploy resources elsewhere, any direct, indirect, general, special or consequential losses attributable in whole or in part to this failure.
9. Risk and Title of Goods
9.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery to the address provided by the Customer to the Company when the order is placed, save if the Customer wrongfully fails to take delivery then risk shall pass to the Customer at the time when the Company has tendered delivery of the Goods.
9.2 Ownership of the Goods shall not pass to the Customer until the Company has received in full in cleared funds all sums due to it in respect of:
9.2.1 the Goods and any Services; and
9.2.2 all other sums which are at the time of such payment due to the Company from the Customer on any account.
9.3 Until ownership of the Goods has passed to the Customer, the Customer shall:-
9.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;
9.3.2 store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company’s property;
9.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
9.3.4 maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company.
9.4 Until such time as the title in the Goods passes to the Customer if Goods are destroyed by an insured risk prior to the same being paid for by the Customer, the Customer shall receive the proceeds of any such insurance as trustee for the Company.
9.5 The Customer shall be entitled to resell or use the Goods in the ordinary course of business before ownership has passed.
9.6 Until such time as the title in the Goods passes to the Customer, the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so forthwith, the Company shall be entitled to enter upon any premises of the Customer where the Goods are stored and mark, identify and repossess the Goods.
10. Termination
10.1 The Company shall be entitled, without any prejudice to any other right or remedy available to the Company whether under the Contract or otherwise, to cancel the Contract and suspend any further deliveries to the Customer without any liability to the Customer if any of the following occur:-
10.1.1 the Customer makes any voluntary arrangement or composition with its creditors or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors or being an individual has a bankruptcy order made against it or being a body corporate convenes a meeting of creditors (whether formal or informal) or becomes subject to an administration order or goes into liquidation (other than a solvent liquidation for the purposes of amalgamation or reconstruction); or
10.1.2 an encumbrancer takes possession or a receiver or administrator is appointed, or documents are filed with the court for such appointment, of any of the property or assets of the Customer or a notice of intention to appoint an administrator is given by the Customer or its directors or a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986) or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
10.1.3 the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/ its property or obtained against him/it, or fails to observe or perform any of his/ its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade;
10.1.4 the Customer ceases, or threatens to cease, to carry on business;
10.1.5 the Company reasonably apprehends that any of the events mentioned in sub-clauses 10.1.1, 10.1.2, 10.1.3 and 10.1.4 or any comparable event is about to occur in relation to the Customer and notifies the Customer accordingly;
10.1.6 the Company is affected by Force Majeure for a period in excess of 30 days; or
10.1.7 Clause 4.3 applies
11. Warranties and Liability
11.1 The Company warrants that the Goods conform to any specification applicable to them.
11.2 The Company warrants that the Services will be supplied with a reasonable care and skill.
11.3 Subject as expressly provided in these Terms, all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. In particular, the Company makes no warranty as to the fitness of the Goods for any particular purpose even if that purpose is stated in the Customer’s order. This exclusion includes recommendations or advice from the Company to the Customer relating to a specific enquiry. The Customer must satisfy itself as to the fitness for the purpose for which the Goods are intended.
11.4 Nothing in these Terms excludes or limits the liability of the Company for death or personal injury caused by the negligence of the Company.
11.5 Except as expressly provided in Clause 7.5 and subject to Clause 11.4 and 11.6 the Company’s liability in connection with the sale of Goods shall be as follows:-
11.5.1 the Company’s total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
11.5.2 the Company shall not be liable to the Customer for any pure economic loss, loss of profit, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever(howsoever caused) which arise out of or in connection with the Contract.
11.6 The Company shall not be liable to the Customer nor be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations, if the delay or failure was by reason of Force Majeure.
11.7 Any claim by the Customer under this Clause 11 shall not entitle the Customer to withhold or delay payment in respect of any other Goods and/ or Services in respect of which no such claim has been made whether or not those Goods or Services form part of the same consignment.
12. Entire Agreement
These Terms constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
13. Notice
Any notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the 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 and any such notice shall be deemed served on the next working day following posting where the recipient’s address is in Great Britain. Any notice sent by facsimile or delivered personally shall be deemed served on successful transmission of the facsimile or at the time of personal delivery, provided the same occurs on a working day. Any notice sent by electronic mail shall be deemed served 24 hours after being sent to the correct electronic mail address of the addressee provided the same occurs on a working day.
14. Waiver
No failure or delay by either party in exercising any of its rights under the contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
15. Law and Jurisdiction
English law shall apply to the Contract, and the parties submit to the non-exclusive jurisdiction of the English courts.
16. Severance
If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
17. Assignment
17.1 The Company may assign the contract or any part of it to any person, firm or company.
17.2 The Customer shall not be entitled to assign the contract or any part of it without the prior written consent of the Company.
18. Third Party Rights
The parties to any Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
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