INTERPRETATION

"Seller" means Food Prep Shop Limited (company number: 13911448).

"Buyer" means the other party contracting with the Seller.

"Conditions" means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) including any special terms and conditions agreed in writing between the Buyer and the Seller in accordance with clause 3(c).

"Contract" means the contract for the sale and purchase of the Equipment.

"Default" means any act, statement, omission, breach of obligation (whether expressed or implied, condition or warranty) contained in, precedent or collateral to the Contract, breach of duty under statute or at common law or negligence by or on the part of the Seller in connection with or arising out of the subject matter of the Contract.

«Equipment» means the goods including spare parts, purchased by the Buyer or to be serviced or repaired by the Seller.

GENERAL

It is acknowledged that all Equipment purchased under the Conditions are required by the Buyer in the course of his business.

IT SHOULD BE NOTED

Part of our ethos is that the eqipment is supplied with a One Year, Return to Base, Warranty. This warranty is supplied by the original manufacturer or distributor of the goods sold. As such, we need to pass Buyer details to said manufacturer or distributor, so that they may log the Warranty. They may also contact the Buyer directly with relevant marketing material. They will not pass your details on to any other organisation, and any electronic marketing material will be accompanied by an opt-out option.

BASIS OF THE SALE

The Seller shall sell and the Buyer shall purchase the Equipment in accordance with any written order of the Buyer which is accepted by the Seller subject to the Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such order is made or purported to be made by the Buyer.

No binding Contract shall in any event arise until the Buyer’s written order has been accepted by the Seller.

No variation of the Conditions shall be binding unless agreed in writing between the Seller and the Buyer.

Any samples, illustrations or descriptive material including but not limited to particulars of shade and pattern and other information contained in the Seller’s brochures, advertising material or elsewhere shall not form part of the Contract and shall be treated as approximate and for guidance only unless specifically stated otherwise. The Seller may at its discretion from time to time vary the design of the Equipment from that advertised without notice to the Buyer provided that any such variations do not constitute material alterations to the Equipment.

PRODUCT WARRANTY

The terms of any specific product guarantee offered by the Seller to customers of the Equipment shall be specifically made part of the Conditions. The Buyer undertakes to observe the Seller’s service policy as laid down from time to time.

The Seller warrants that the Equipment will correspond with its specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. The above warranty is given by the Seller subject to the following conditions:

the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, failure to follow the Seller’s instructions (whether oral or in writing), misuse, alteration, or repair of the Equipment without the Seller’s approval; and the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the defect is found to result from alteration or repairs made by the Buyer or on his authority without written consent of the Seller.

Where any valid claim in respect of any of the Equipment which is based on any defect in the quality or condition of the Equipment or their failure to meet specification is notified to the Seller in accordance with the Conditions, and the defective Equipment has been returned to the Seller with each part with which it was sold together with a report setting out the name and address of the end customer, the date of purchase and the defect reported, the Seller shall, at its sole discretion, replace the Equipment (or the part in question) free of charge or refund to the Buyer the price of the Equipment (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.

The Buyer shall return the defective Equipment to the Seller together with each and every part with which it was sold in a reasonable and proper condition save for the defect of which complaint is made.

Each such item of Equipment returned must be accompanied by a report from the Buyer setting out the name and address of the customer, the date of the purchase and the defect reported.

CONDITIONS, WARRANTIES AND REPRSENTATIONS EXCLUDED

The Seller gives only those express warranties set out in condition 4 and no other conditions, warranties or representations (whether express or implied) are given, save as may be required to be given by law.

In particular, but without prejudice to the generality of the foregoing, the implied conditions as to satisfactory quality shall be deemed to be satisfied after the expiration of twelve months and the only purpose for which the Equipment is supplied are laid down in the manual supplied with the Equipment.

In relation to any Default the Seller will accept unlimited liability for:

death or personal injury caused by the negligence of the Seller; and anything else for which the Seller cannot at law limit or exclude its liability.

The Seller will not be liable for the following loss or damage however caused/arising directly or indirectly out of any Default and even if foreseeable by the Seller:

economic loss including administrative and overhead costs, loss of profits, business, contracts, revenues, goodwill, production and anticipated savings of every description; loss arising from any claim made against the Buyer by any other person; or loss or damage arising from the Buyer’s failure to fulfil its responsibilities or any matter under the control of the Buyer. Except for the liabilities accepted by the Seller under sub-clause 5(b) the Seller’s liability for any one Default shall be limited to an amount equal to the price of the Equipment.

DELIVERY

Risk of loss of or damage to any order of the Equipment shall pass to the Buyer at the time of delivery to the agreed place of delivery or if the Buyer wrongfully fails to take delivery of the Equipment, the time when the Seller has tendered delivery of the Equipment.

Dates of delivery are considered as approximate only unless there is a specific agreement to the contrary.

Where appropriate, shipping schedules shall be agreed between the parties, however the Equipment is sold subject to availability and the Seller shall be entitled to allocate for delivery to the Buyer smaller quantities of the Equipment than those ordered if in the Seller’s sole opinion its supplies shall be insufficient to meet the requirements of all its customers.

PRICES AND CARRIAGE

Unless otherwise stated all prices for the Equipment shall be those in the Seller’s current price list and, unless otherwise stated, shall be inclusive of all charges other than VAT or any other sales tax (which shall be payable by the Purchaser subject to receipt of a valid VAT invoice).

Although we have tried to display accurate prices on the website, mistakes may happen and we reserve the right to cancel any order, and make a full refund, of the paid amount, if we have made a mistake.

All orders shall be subject to a carriage charge, price upon application.

PAYMENT

Unless the Buyer has established an account with the Seller full payment will be paid with each order.

Where the Buyer has established an account with the Seller payment will be made in full 28 days from the date of invoice or as otherwise agreed between the Seller and the Buyer.

CANCELLATION

No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit) costs (including the costs of all labour and materials used) damages, charges and expenses incurred by the Seller as a result of cancellation.

RETENTION OF TITLE

The Seller and the Buyer expressly agree that until payment has been made in full for the Equipment:

Property in any order of the Equipment shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of that order and all other Equipment supplied by the Seller to the Buyer for which payment is then due.

Until such time as the property in the Equipment passes to the Buyer, the Buyer shall:

hold the Equipment as the Seller’s fiduciary agent and bailee; keep the Equipment separate from those of the Buyer and third parties and properly stored, protected, insured and identified as the Seller’s property; and be entitled to resell or use the Equipment in the ordinary course of its business (unless the Seller revokes such entitlement in writing). On any such sale or use of the Equipment the Buyer shall sell or use those Equipment as have been longest in its possession.

Until such time as the property in the Equipment passes to the Buyer (and provided that the Equipment is still in existence and has not been resold) the Seller shall be entitled; at anytime to enter upon any premises where the Equipment is stored to inspect it; and at any time to require the Buyer to deliver up the Equipment to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Equipment is stored and repossess the Equipment. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Equipment which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith

become due and payable.

The Buyer shall insure the Equipment with a reputable insurance company for its full market value and

will provide such evidence of cover and payment of premium as the Seller may reasonably require. The

Buyer further agrees to procure that the Seller is specified as loss payee in any such contract of insurance,

if the Seller should so elect.

FORCE MAJEURE

The Seller shall not be liable to the Buyer or be deemed to be in breach of any Contract to which the Conditions apply by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Equipment, to the extent that the delay or failure was beyond the Seller’s reasonable control.

If the Seller is prevented from fulfilling any order or Contract with a reasonable time by force majeure, it will notify the Buyer of the delay. The Seller shall be under no liability to the Buyer and shall be entitled to extend the time or times for delivery or otherwise performing such Contract for so long as such cause of prevention or delay shall continue.

If the event of force majeure continues for a period of more than 3 months, the Buyer shall have the right on giving notice to the Seller to terminate any Contract to which these Conditions apply.

INTELLECTUAL PROPERTY RIGHTS

The Equipment includes designs (the «Designs») which are the property of the Seller. The Buyer acknowledges that the Seller owns the copyright, design right and all other intellectual property rights in the Designs.

The Buyer agrees that the Designs may not be reproduced or used in any way except with the prior written consent of the Seller.

The Seller has not knowingly infringed any intellectual property rights of any third party but does not warrant or give any assurance to the Buyer that any Design does not infringe the intellectual property rights of any third party.

The Buyer shall leave in position and not cover, deface of erase any notices or other marks (including without limitation serial numbers and notices that a trade mark, design, patent or copyright relating to the Equipment is owned by the Seller or a third party) which the Seller may place on or affix to the Equipment.

The Buyer shall not in any of its stationery nor by any sign at its premises or otherwise indicate that it is in any way connected with the Seller other than that it is an appointed stockist of the Equipment.

GENERAL

The Buyer shall not without the prior written consent of the Seller sub-contract or assign the Contract to any other party. Each clause and sub-clause in these Conditions is separate and severable and enforceable accordingly.

GOVERNING LAW AND JURISDICTION

This Contract shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.