Terms and Conditions

1                    Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1                 Definitions:

“Business Day” a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Business Hours” the period from 08:00 am to 16:30 pm on any Business Day.

“Commencement Date” has the meaning given in clause 2.2.

“Conditions” these terms and conditions as amended from time to time in accordance with clause 17.8.

“Contract” the contract between the Supplier and the Customer for the supply of Goods or Services or Goods and Services in accordance with these Conditions and, if applicable, the HGCRA Terms.

“Customer” the person, entity, business, organisation or firm who purchases the Goods or Services or Goods and Services from the Supplier.

“Data Protection Legislation” all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).

“Deliverables” the deliverables set out in the Order.

“Delivery Location” has the meaning given in clause 4.2.

“Force Majeure Event” means any circumstance not within a party’s control, including (without limitation): acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination, or sonic boom; any law or action taken by a government or public authority, including imposing an export or import restriction, quota, or prohibition; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts and interruption or failure of utility service.

“Goods” the goods (or any part of them) set out in the Order.

“Goods Specification” any specification for the Goods, including any relevant plans or drawings, that are agreed and signed-off in writing by the Customer and the Supplier.

“HGCRA Terms” means the Supplier's special terms and conditions that apply in addition to these Conditions to any Contract that is a "construction contract" (as such term is defined by section 104 of the Housing Grants, Construction and Regeneration Act 1966) and such HGCRA Terms are set out at Schedule 1 and are hereby incorporated by reference.

“Intellectual Property Rights” patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Order” the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form; the Customer’s written acceptance of the Supplier’s quotation; or online, as the case may be.

“Services” the services, including the Deliverables, and any design services, supplied by the Supplier to the Customer as set out in the Service Specification.

“Service Specification” the description or specification for the Services as agreed and signed-off in writing between the parties.

“Supplier” Pedrette Engineering Limited trading as Target Catering Equipment (company number 02284651), whose registered address is at Unit 1, Ashville Trading Estate, Bristol Road, Gloucester, Gloucestershire, GL2 5EU.

“Supplier Materials” has the meaning given in clause 8.1.10.

“Warranty Period” has the meaning given in clause 5.1.

“UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Interpretation:

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

A reference to a party includes its personal representatives, successors and permitted assigns.

A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

A reference to writing or written includes email.

2                    Basis of Contract

2.1                 The Order constitutes an offer by the Customer to purchase Goods or Services or Goods and Services in accordance with these Conditions.

2.2                 The Order shall only be deemed to be accepted when the Supplier issues written acceptance or confirms the order online pursuant to clause 2.8 below of the Order, at which point and on which date the Contract shall come into existence (“Commencement Date”).

2.3                 Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained on the Supplier’s website and/or in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract nor have any contractual force.

2.4                 These Conditions (and, if applicable, the HGCRA Terms) apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. Where the HGCRA Terms apply to the Contract, they shall prevail over these Conditions in the event of any conflict.

2.5                 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 calendar days from its date of issue.

2.6                 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

2.7                 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

‍Online Orders

2.8                 For online Orders, after the Customer places an Order, it will receive an email from the Supplier acknowledging that it has received it, but note this does not mean that the Order has been accepted. The Supplier’s acceptance of the Customer’s Order takes place and the Contract between the Customer and the Supplier comes into existence at the earlier of:  

2.8.1              the Supplier sending an email to the Customer to accept the Order; or

2.8.2              the Supplier confirming acceptance to the Customer by sending the Customer confirmation that the Goods have been dispatched (as the case may be) (“Dispatch Confirmation”).

3                    Goods

3.1                 The Goods are described in the Goods Specification.

3.2                 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the Supplier’s use of the Goods Specification. This clause 3.2 shall survive termination of the Contract.

3.3                 The Supplier reserves the right to amend the Goods Specification if required by any applicable law or regulatory requirement, and the Supplier shall notify the Customer in any such event.

Tolerances and Variants

3.4                 Although the Supplier has made every effort to be as accurate as possible, some Goods are made using natural materials and all sizes, weights, capacities, dimensions, and measurements indicated on our website and/or quote are subject to a manufacturing tolerance. Details of the manufacturing/product tolerances will be set out on the product page for each Good.

3.5                 During manufacture, the Supplier takes all reasonable care to produce the Goods to a high standard of finish and to minimise surface imperfections consistent with the agree stainless steel grade and finish. Due to the inherent characteristics of stainless steel sheet and fabrication processes, minor surface variations may occur, including light green variation, minor polishing marks, shallow surface scratches/marks, indentation of material, fixing point indentations or weld shadowing that are cosmetic imperfection that does not affect the performance, hygienic suitability, or structural integrity of the Goods. Minor cosmetic marks may occasionally be present on non-visible or underside surfaces and shall not constitute faults or defects provided they do not affect structural rigidity, hygienic performance/suitability, functionality or performance.

3.6                 Stainless steel products may experience minor movement or visual change following manufacture, delivery, or installation as a result of fabrication processes, welding, temperature variation, handling, or site conditions. This may include slight distortion, oil canning, or tonal variation in the brushed finish. These characteristics are inherent to fabricated stainless steel products and are accepted as normal industry tolerances. Provided such characteristics do not affect the structural integrity, performance, or hygienic suitability of the Goods, they shall not be considered faults or defects.

4                    Delivery of Goods

4.1                 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

4.2                 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”). As soon as reasonably practicable, the Supplier shall notify the Customer of the available delivery dates and the Customer shall promptly confirm its delivery date in writing (“Agreed Delivery Date”). For online Orders, the Supplier will contact the Customer with an estimated delivery date, which will be within thirty (30) days after the date on which the Supplier emails to confirm its acceptance of the Customer’s Order or  the Customer receiving a Dispatch Confirmation.

4.3                 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

4.4                 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5                 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6                 If the Customer fails to take delivery of the Goods on the Agreed Delivery Date, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:

4.6.1              delivery of the Goods shall be deemed to have been completed on the Agreed Delivery Date; and

4.6.2              the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.7                 If ten (10) Business Days after the Agreed Delivery Date the Customer has still not taken actual delivery of the Goods, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.8                 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4.9                 The Customer shall contact the Supplier within twenty-four (24) hours of the Delivery of the Goods if it identifies a defect or damage to any Goods, without attempting to fix the issue itself. If not, the Supplier may not be able to accept a return of those Goods and any such act or omission by the Customer may invalidate any manufacturer’s warranty that the Customer may otherwise have the benefit of. If the Customer carries out work on any Goods after delivery, for example by installing, cutting, oiling or otherwise making alterations which removes the Goods from its original condition, the Customer will deemed to have accepted the Goods as free from defects or damage. If the Customer later reports any defects or damage, the Customer will be deemed to have caused it unless the Customer can demonstrate that such defect or damage was present on delivery.

5                    Quality of Goods

5.1                 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (“Warranty Period”), the Goods shall:

5.1.1              conform in all material respects with the Goods Specification; and

5.1.2              be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

5.2                 Subject to clause 5.3, if:

5.2.1              the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

5.2.2              the Supplier is given a reasonable opportunity of examining such Goods; and

5.2.3              the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business or any other arrangement as confirmed by the Supplier, at the Customer’s cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3                 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:

5.3.1              the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;

5.3.2              the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;

5.3.3              the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;

5.3.4              the Customer alters or repairs such Goods without the written consent of the Supplier;

5.3.5              the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

5.3.6              the Goods differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.4                 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.

5.5                 In the case of any Goods sold by the Supplier but manufactured by a third party, the only obligation accepted by the Supplier will be to pass on to the Buyer by way of assignment or transfer (if and to the extent possible) the benefit of any manufacturer's or supplier's warranty the Supplier has received.

5.6                 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6                    Title and Risk

6.1                 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2                 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

6.3                 Until title to the Goods has passed to the Customer, the Customer shall:

6.3.1              store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;

6.3.2              not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.3              maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier’s behalf from the date of delivery;

6.3.4              notify the Supplier immediately if it becomes subject to any of the events listed in clause 13.5;

6.3.5              give the Supplier such information as the Supplier may reasonably require from time to time relating to:

6.3.5.1          the Goods; and

6.3.5.2          the ongoing financial position of the Customer.

6.4                 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

6.4.1              it does so as principal and not as the Supplier’s agent; and

6.4.2              title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.

6.5                 At any time before title to the Goods passes to the Customer, the Supplier may:

6.5.1              by notice in writing, terminate the Customer’s right under clause 6.4 to resell the Goods or use them in the ordinary course of its business; and

6.5.2              require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

6.6                 The Goods will be the Customer’s responsibility from the time they are delivered. The Customer shall thoroughly inspect the Goods on delivery to ensure that they are consistent with the Order and are not defective or otherwise damaged. The Supplier may ask the Customer to complete a deliverynote confirming that a visual inspection of the Goods was conducted and that no defects or damage have been identified. All faults or defects must be identified within 24 hours of delivery.

7                    Supply of Services

7.1                 The Supplier shall supply the Services to the Customer in accordance with the Service Specification in all material respects.

7.2                 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services agreed between the parties, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3                 The Supplier reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

7.4                 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

7.5                 For certain Services, for example: planning applications services and/or equipment installation (and/or equipment manufacture and supply) to pre-installed services by other third parties, the HGCRA Terms (contained in Schedule 1) will apply.

8                    Customer’s Obligations

8.1                 The Customer shall:

8.1.1              ensure that the terms of the Order and any information it provides in either or both the Service Specification and the Goods Specification are complete and accurate;

8.1.2              co-operate with the Supplier in all matters relating to the Services;

8.1.3              provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier to provide the Services;

8.1.4              provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

8.1.5              prepare the Customer’s premises for the supply of the Services;

8.1.6              ensure that there is clear and unrestricted access to the site/Delivery Location on the Delivery Date between Business Hours;

8.1.7              maintain/provide a suitable electricity certification for pre-installed services that the Supplier is connecting up to or testing equipment connected to;

8.1.8              obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

8.1.9              comply with all applicable laws, including health and safety laws;

8.1.10            keep all materials, equipment, documents and other property of the Supplier (“Supplier Materials”) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; and

8.1.11            comply with any additional obligations as set out in the Service Specification or the Goods Specification or both.

8.2                 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation  outlined in clause 8.1 above (“Customer Default”):

8.2.1              without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;

8.2.2              the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 8.2;

8.2.3              the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default; and

8.2.4              The Supplier shall be entitled to charge the Customer a pro rate sum of £125 plus VAT per hour of delay / waiting time, based on 15 minute increments, starting from the earlier of: (i) the Agreed Delivery Date; or (ii) the estimated delivery date given by the Supplier for online Orders.

8.2.5              For abortive visits, the Supplier shall be entitled to charge the Customer a total of 70% of the applicable delivery charge.

9                    Charges and Payment

9.1                 The price for the Goods:

9.1.1              shall be the price set out in the Order or, if no price is quoted, the price set out in the Supplier’s published price list or on its website as at the date of the order; and

9.1.2              the Customer shall be invoiced separately for the delivery costs or for online orders, at the time of ordering (if applicable)

9.2                 The charges for Services shall be:

9.2.1              calculated in accordance with the Supplier’s daily fee rates, as confirmed in the order;

9.2.2              the Supplier’s daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8:00 – 16:30 (including travel time) worked on Business Days;

9.2.3              the Supplier shall be entitled to charge an overtime rate of 133.33% (Time + 1/3)  of the daily fee rate on a pro rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 9.2.2; and

9.2.4              the Supplier shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.

9.3                 The Supplier reserves the right to increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:

9.3.1              any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

9.3.2              any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or

9.3.3              any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

9.4                 In respect of Goods, the Supplier shall invoice the Customer on or at any time after receipt of the order In respect of Services, the Supplier shall invoice the Customer on completion of the Services.

9.5                 In the case of a Contract for the supply of Goods and Services, in circumstances where the HGCRA Terms do not apply, the Supplier shall invoice the Buyer for 50% of the total amount payable upon formation of the Contract, 40% on dispatch of Goods and Services and the balance of 10% upon completion of the Services. In case of a Contract to which the HGCRA Terms apply, so far as is permissible at law, the payment terms contained in these Conditions shall apply.

9.6                 The Customer shall pay each invoice submitted by the Supplier:

9.6.1              within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and

9.6.2              in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

9.7                 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods or both, as applicable, at the same time as payment is due for the supply of the Services or Goods.

9.8                 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 13, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause 9.8 will accrue each day at 6% a year above the Bank of England’s base rate from time to time, but at 6% a year for any period when that base rate is below 0%.

9.9                 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9.10               The Supplier reserves the right to withhold or refuse further shipments of Goods and/or the performance of any Services until all overdue accounts are settled. Any payments returned unpaid by a bank will be subject to an administration fee of £25.00.

For Online Orders

9.11               Payment will be taken at the time the Customer places the Order with the Supplier via card or other electronic method. 

9.12               Any additional costs incurred above the initial online payment shall be payable by the Customer upon confirmation and before delivery. 

10                  Intellectual Property Rights

10.1               All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.

10.2               The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free and irrevocable licence during the term of the Contract to copy and use the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

10.3               The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 10.2.

10.4               The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.

11                  Data Protection

11.1               Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

11.2               The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Supplier is the Processor.

11.3               Without prejudice to the generality of clause 11.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under the Contract process that Personal Data only on the documented written instructions of the Customer in accordance with its privacy policy, a copy of which is available here: https://www.targetcatering.co.uk/privacy-policy/), as updated by the Supplier from time to time.

12                  Limitation of Liability

12.1               References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.2               Nothing in the Contract limits any liability for:

12.2.1            death or personal injury caused by negligence;

12.2.2            fraud or fraudulent misrepresentation;

12.2.3            breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

12.2.4            defective products under the Consumer Protection Act 1987; or

12.2.5            any liability that legally cannot be limited.

12.3               Subject to clause 12.2, 12.3 and 12.4, the Supplier’s total aggregate liability to the Customer under or in connection with the Contract including the supply, non-supply or purported supply of Goods and/or Services, shall not exceed 100% of the total amount payable by the Customer in respect of the Contract.

12.3.1            The following types of loss are wholly excluded for business customers:

12.3.1.1        loss of profits;

12.3.1.2        loss of sales or business;

12.3.1.3        loss of agreements or contracts;

12.3.1.4        loss of anticipated savings;

12.3.1.5        loss of use or corruption of software, data or information;

12.3.1.6        loss of or damage to goodwill; and

12.3.1.7        indirect or consequential loss.

12.4               Where the Customer is acting in their individual capacity as a "consumer", the Supplier shall be responsible for all foreseeable loss and damage caused by it. If the Supplier fails to comply with these terms, it will be responsible for loss or damage the Customer suffers that is a foreseeable result of the Supplier breaking this Contract or failing to use reasonable care and skill, but the Supplier shall not be responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both the Supplier and Customer knew it might happen, for example, it was discussed during the sales process.

12.5               The Supplier has given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 and clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12.6               The Customer shall be responsible for the end-of-life treatment of the Goods and all related costs, including but not limited to the costs of collection, treatment, and recycling on disposal by the Customer of the Goods, and the Customer accepts that the Supplier shall have no responsibility or liability in this regard.  The Customer shall dispose of the Goods in the correct and environmentally appropriate manner in accordance with Directive 2002/96/EC on Waste Electrical and Electronic Equipment (the WEEE Directive) and the Waste Electronic and Electrical Equipment Regulations 2006.

12.7               This clause 12 shall survive termination of the Contract.

13                  Returns, Cancellations and Termination

Returns and cancellations

13.1               Save where clause 5.2 applies, under no circumstances may Goods be returned and/or any Contract cancelled unless the Supplier's written approval has been obtained. In the case of bespoke Goods (including but not limited to chemicals/hazardous liquids/tablets), the Supplier shall not accept returns in any circumstances (save as in respect of defective Goods, in which case clause 5 shall apply). In the case of other Goods, the Supplier may in its absolute discretion accept returns, but the return of Goods that are opened and/or used and/or not in resalable condition shall not be accepted in any circumstances (save as in respect of defective Goods, in which case clause 5 shall apply).

13.2               Where the Customer is acting in their individual capacity as a "consumer" and the contract had been made online or over the telephone and is a "distance contract" (in accordance with the Consumer Protection (Distance Selling) Regulations 2000 and the Consumer Contract Regulations 2013) (the "Regulations"), the Customer may cancel the Contract at any time within fourteen (14) days beginning on the day after the Customer receives the Goods (unless the Goods are made to the Customer’s bespoke specifications or by reason of their nature cannot be returned or are liable to deteriorate or expire rapidly); or, in the case of Services, at any time within fourteen (14) days beginning with the day after the day on which the Contract is formed (unless performance has begun on those Services before the end of such fourteen-day (14) period including, but not limited to, any installation, preparatory work or other similar actions carried out after delivery.

13.3               The Supplier reserves the right to reduce the refund of any Goods and Services (excluding delivery costs) to reflect any reduction in the value of the Goods, if this has been caused by the Customer’s handling of them. This includes, but is not limited to, damaging the Goods, altering the Goods, installing the Goods, removing protecting coverings from the Goods to check contents or to perform a colour match, or unpacking the Goods beyond opening them to check its contents.

13.4               Subject to clause 13.1 all returns for Goods will be subject to a restocking charge of the higher of:

13.4.1            20% of the Goods value; or

13.4.2            The value set out in the Order.

Termination

13.5               Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

13.5.1            the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of seven (7) days after being notified in writing to do so;

13.5.2            either party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

13.5.3            the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

13.6               Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than three (3) days after being notified in writing to make such payment.

13.7               Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 13.5.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

14                  Consequences of Termination

14.1               On termination of the Contract:

14.1.1            the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods and Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

14.1.2            the Customer shall return all of the Supplier Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

14.2               Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

14.3               Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

15                  Confidentiality

15.1               Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 15.2.

15.2               Each party may disclose the other party’s confidential information:

15.2.1            to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 15; and

15.2.2            as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

15.3               No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

16                  Force majeure

16.1 Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for twenty-one (21) days, the party not affected may terminate the Contract by giving not less than fourteen (14) days’ written notice to the affected party.

17                  General

17.1               Assignment and other dealings

17.1.1            The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

17.1.2            The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

17.2               Notices.

17.2.1            Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

17.2.1.1        delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

17.2.1.2        sent by email to the following addresses (or an address substituted in writing by the party to be served):

Supplier: enquiries@targetcatering.co.uk

Customer: to the email address specified on the Order

17.2.2            Any notice shall be deemed to have been received:

17.2.2.1        if delivered by hand, at the time the notice is left at the proper address;

17.2.2.2        if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

17.2.2.3        if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

17.2.3            This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

17.3               Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 17.3the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

17.4               Waiver.

17.4.1            A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

17.4.2            A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17.5               No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

17.6               Entire agreement.

17.6.1            The Contract constitutes the entire agreement between the parties.

17.6.2            Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

17.7               Third party rights.

17.7.1            The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

17.8               Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

17.9               Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

17.10             Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.