1.
DEFINITIONS
In these terms and conditions:
1.1.
“Company” means Brake Bros Limited.
1.2.
“Contract” means the contract between
the Company and the Customer for the sale and purchase of the Products in
accordance with these Terms and Conditions.
1.3.
“Customer” means any person, firm,
company or other legal entity which places an order, or buys any Products from
the Company.
1.4.
“Delisted Date” means the date from when
the Company shall cease to deliver a Delisted Product.
1.5.
“Delisted Product” means a Nominated
Product that the Customer no longer requires.
1.6.
“Equipment” means any machine or
equipment.
1.7.
“Food” means any food or beverage.
1.8.
“Listed Product” means a Product which
is part of the Company’s standard range of products which is available for purchase
by all Customers and which are publicised as being for sale on the Company’s
website and/or in their printed publications.
1.9.
“Nominated and Sourced Product Form”
means the Nominated and Sourced Product Form of the Company from time to time.
1.10.
“Nominated Product” means a Product that
is not sourced by the Company and which does not form part of the Company’s
range of listed Products, but which at the request of the Customer the Company
has agreed to purchase from the supplier thereof and supply to the Customer.
1.11.
“Non-Food” means any goods which are not
Food or Equipment.
1.12.
“Products” means any Food and/or
Equipment and/or Non-Food agreed in the Contract to be supplied by the Company
to the Customer.
1.13.
“Sourced
Product” means a Product that has been sourced by the Company to fulfil a
specific requirement of the Customer and which is not one of the Company’s
Listed Products (for example, vendor branded products which are not Nominated
Products).
1.14.
“Statutory Interest” means statutory
interest as defined in the Late Payment of Commercial Debts (Interest) Act 1998
as amended & supplemented by the Late Payment of Commercial Debts
Regulations 2002.
1.15.
“Terms and Conditions” means these terms
and conditions of sale as may be amended by the Company from time to time
without notice.
2.
APPLICABILITY OF TERMS AND CONDITIONS
These Terms and Conditions shall be
incorporated into the Contract and shall apply in place of and prevail over any
terms and conditions contained or referred to in any communication from the
Customer or implied by trade, custom or practice or course of dealing. Other
purported terms and conditions which the Customer seeks to impose or
incorporate are expressly rejected by the Company.
3.
ORDERS AND CONTRACTS
3.1.
By
placing an order with the Company either via the Company’s telesales
department, the Company’s website or otherwise, the Customer is offering to
purchase the Products in accordance with these Terms and Conditions. The
Contract shall be formed when the Company acknowledges acceptance of the
Customer’s order or commences delivery of the Products to the Customer,
whichever occurs earlier.
3.2.
Each
Order shall be subject to a minimum value of £80.00.
3.3.
The
Customer is responsible for ensuring that the terms of any order are complete
and accurate.
3.4.
No
pricing made available to the Customer in any way shall constitute an offer and
the Company may amend its prices at any time.
3.5.
Price
is exclusive of any sales, processing, excise, value added or other taxes,
duties or levies (collectively, “Taxes”),
and such Taxes shall be added to the price of the Product on the related
invoice and paid by the Customer.
3.6.
Price
is inclusive of delivery of the Products by the Company to such address as is
agreed by the Company, but does not include carriage and packing on special or
urgent deliveries requested by the Customer, or on orders of a non-routine
nature.
3.7.
The
Contract is subject to availability of stock and the Company reserves the right
to vary or alter the specification of Products without notice unless otherwise
agreed in writing with the Customer.
3.8.
The
Contract constitutes the entire agreement between the parties and the Customer
acknowledges that it has not relied on any statement, promise or representation
made or given by, or on behalf of, the Company which is not set out in the
Contract.
3.9.
Any
drawings, descriptions or serving suggestions contained in the Company’s
catalogues, brochures or sales material (including ‘The List’) or on the Company’s website are produced for the sole
purpose of giving an approximate idea of the Products. They shall not form part of the Contract or
have any contractual force.
4.
TITLE & RISK
4.1.
Subject
to Condition 4.2, the risk of loss or
damage to the Products shall pass to the Customer on completion of delivery, in
accordance with Condition 6.3.
4.2. The
Company shall not be responsible for any loss or damage to the Products which
is caused due to the condition of the Delivery Location or any act, default or
omission of the Customer or its representatives.
4.3.
Title
in the Products shall not pass to the Customer until the Company has received
in full (in cash or cleared funds) all sums due to it in respect of the
Products and all other sums which are or which become due to the Company from
the Customer on any account.
4.4.
Until
title passes to the Customer, the Customer shall hold the Products on a
fiduciary basis as the Company’s bailee; store the Products separately from all
other products in such a way that they are clearly identifiable as the property
of the Company; maintain the Products in a satisfactory condition; keep the
Products insured on the Company’s behalf for their full price against all
risks; and notify the Company immediately if it becomes subject to any of the
events listed in Condition 9, but the Customer may
resell or use the Products in the ordinary course of its business.
4.5.
If
before title in the Products passes to the Customer the Customer becomes
subject to any of the events listed in Condition 9 or the Company
reasonably believes that any such event is about to happen and notifies the
Customer accordingly, then, provided that the Products have not been resold, or
irrevocably incorporated into another product, and without limiting any other
right or remedy the Company may have, the Company may at any time require the
Customer to deliver up the Products and, if the Customer fails to do so promptly,
enter any premises of the Customer or of any third party where the Products are
stored, in order to recover them.
5.
PAYMENT TERMS
5.1.
Where
credit is granted, unless otherwise agreed in writing, all sums payable in
respect of the Products must be paid without deductions within 14 days from the
end of the calendar month in which the invoice was raised.
5.2.
Failure
to pay by the due date shall entitle the Company to suspend delivery of all
unexecuted or future orders. The time for payment of the price of the Products
shall be of the essence.
5.3.
The
Company reserves the right at any time in its absolute discretion to demand
immediate payment of any account whether due or not and to take legal action to
recover the debt and costs.
5.4.
If
payment is not made in accordance with this Condition, the Company reserves the
right to charge Statutory Interest on the overdue balances for the period from
the date on which payment became due until the date on which payment is made
including any period after the date of any judgement or decree against the
Customer. In addition each overdue invoice will attract a late payment
compensation fee of £40.
5.5.
In
the event of any cheques, standing orders or direct debits due from a Customer
to the Company being dishonoured, a charge of £45 (or such other sum as the
Company may from time to time advise the Customer) will be made on the
Customer’s account to cover bank and administrative costs.
5.6.
The
Company reserves the right in its absolute discretion to refuse to grant credit
and in the event the Customer enters into an insolvency arrangement or the
Customer’s credit rating or financial standing deteriorates in a way that
presents a credit risk, the Company may remove any credit terms previously
agreed with the Customer and (without prejudice to any other rights that the
Company may be entitled to) impose new payment terms, including payment on
delivery.
5.7.
The
Company may, at any time, without limiting any other rights or remedies it may
have, set-off any amount owing to it by the Customer against any amount payable
by the Company to the Customer.
6.
DELIVERY
6.1.
Deliveries
of Products to the Customer shall be in accordance with the Company’s delivery
schedule. The Company shall not be
liable for any loss or damage whatsoever arising as a result of a delay or
failure to deliver Products by a particular date or arising as a result of any
cause beyond the Company’s control, including any force majeure event or the
Customer’s failure to provide adequate delivery instructions. Time for delivery
shall not be of the essence.
6.2.
Delivery
of Products shall be made by the Company to a reasonably accessible location at
the Customer’s premises, or as otherwise agreed between the parties (“the Delivery Location”). The Customer
shall allow the Company access to such premises and shall use best endeavours
to ensure that a responsible person shall be at the place of delivery to take
delivery of the Products and to sign for them. If such a person is not present
at the time of delivery the Customer hereby consents to the Company leaving the
Products at what appear to be the premises nominated by the Customer as the
place of delivery, and when the Products are so left, risk in the Products
shall pass to the Customer and no liability shall remain with the Company in
respect of the Products.
6.3.
Delivery
of the Products shall be completed once the Products are unloaded at the
Delivery Location.
6.4.
If
the Customer fails to take delivery or fails to give the Company adequate
delivery instructions at the time stated for delivery then without prejudice to
any other right or remedy available to the Company, the Company may do one or
more of the following:
6.4.1.
charge
the Customer the cost of carriage of the refused delivery both to and from the
Delivery Location in addition to the Company’s administration charges involved;
6.4.2.
charge
the Customer the full cost price of the Products and a sum in respect of its
loss of profit provided that the Company shall use its reasonable endeavours to
mitigate such loss;
6.4.3.
where
the delivery includes Equipment, store the Equipment until actual delivery and
charge the Customer for the reasonable cost of storage (including insurance);
6.4.4.
sell
the Equipment and charge the Customer for any shortfall below the price under
the Contract.
6.5.
If
the Customer fails to take delivery or fails to give the Company adequate
delivery instructions at the time stated for delivery, the Customer shall not
be entitled to refuse to accept redelivery after the estimated date for
delivery by reason of the consequent failure of those Products to meet any
shelf-life requirement or otherwise.
6.6.
The
Company may deliver the Products by instalments, which shall be invoiced
separately. Any delay in delivery shall
not entitle the Customer to cancel any order or any instalment.
7.
ACCEPTANCE AND CLAIMS
PROCEDURE
7.1.
The
Customer must check that the quantity and specifications of Products delivered
correspond with the Contract before signature of the delivery note.
7.2.
Claims
in respect of short deliveries or damage to Products reasonably visible on
inspection must be made to the Company within 24 hours of the time of the
delivery which gives rise to the claim. The Customer must retain damaged
Products for inspection and collection. Credit will only be granted by the
Company if the provisions of this Condition are complied with.
8.
CANCELLATION OF AN
ORDER
An order may not be cancelled by the
Customer without the written consent of the Company. The Company reserves the
right upon consent being given to levy a cancellation charge of not less than
20% of the Products which are the subject of the order (or orders) to cover the
Company’s losses arising from the cancellation. Nominated Products and Sourced
Products ordered on behalf of the Customer cannot be returned, unless the
manufacturer agrees to accept them.
Where this is not the case the Customer shall purchase all such
Nominated Products and Sourced Products from the Company within 14 days.
9.
INSOLVENCY OF CUSTOMER
In the event that:
9.1.
the
Customer makes any voluntary arrangement with its creditors, proposes to enter
into a company voluntary arrangement, enters into administration, is unable to
pay its debts as they fall due, makes application to a Court to suspend
enforcement action against it, goes into liquidation (in the event that the
Customer is a company) or becomes insolvent, enters into a trust deed or
voluntary arrangement for the benefit of its creditors (in the event that the
Customer is an individual or firm), or if the equivalent occurs under any
jurisdiction; or
9.2.
an
encumbrancer takes possession of, or a receiver or administrative receiver is
appointed over, any of the property or assets of the Customer; or
9.3.
the
Customer suspends any payments hereunder or ceases, or threatens to cease, to
carry on business; or
9.4.
the
Company reasonably considers that any of the events mentioned above is about to
occur in relation to the Customer and notifies the Customer accordingly;
then without prejudice
to any other rights or remedies available to the Company, the Company shall be
entitled forthwith to cancel the Contract or suspend any further deliveries
under the Contract without any liability to the Customer and if the Products
have been delivered but not paid for, the price shall become immediately
payable notwithstanding any previous agreement to the contrary.
10. WARRANTIES
10.1.
The
Company warrants that all Food Products (with the exception of Nominated
Products in respect of which the Company’s complete responsibility is set out
in Condition 13) shall comply with the
Food Safety Act 1990 and all relevant UK legislation from time to time in
force. The Company warrants that all Non-Food Products (with the exception of
Nominated Products in respect of which the Company’s complete responsibility is
set out in Condition 13) shall comply with all
relevant UK legislation from time to time in force.
10.2.
The
Company gives no warranties in respect of the Equipment. The Company will, to
the extent that it is able, at the sole cost and expense of the Customer,
assign or make available to the Customer the benefit of any warranties or
guarantees relating to the Equipment obtained from the manufacturer thereof.
10.3.
The
Customer shall ensure that no Food it purchases from the Company is sold (or
otherwise distributed) after any ‘best-before’ or ‘use-by’ dates included on
the Products or their packaging. To the
extent any Food is sold (or otherwise distributed) by the Customer after any
such date, it shall be at the Customer’s sole risk, and the Customer shall
compensate and hold the Company harmless against any losses, claims, expenses
or damages it incurs howsoever relating to the same.
11. LIMITATION OF THE COMPANY’S LIABILITY
11.1.
Nothing
in these Terms and Conditions shall limit or exclude the Company’s liability
for: (i) death or personal injury caused by the Company’s
negligence; (ii) fraud or fraudulent misrepresentation; or (iii) for any other
matter in respect of which it would be unlawful for the Company to exclude or
limit liability.
11.2.
Subject
to Condition 11.1 and 11.3:
11.2.1.
the
Company shall under no circumstances be liable to the Customer, whether in
contract, tort (including negligence) or otherwise, for any loss of profit,
loss of opportunity, loss of customers, loss of reputation or any indirect or
consequential loss arising under or in connection with the Contract;
11.2.2.
in
respect of damaged or otherwise defective Products, the Company’s liability
shall be limited to replacing the whole or any part of the respective Product
or, at the Company’s option, refunding or crediting the purchase price or a
prorated portion of the purchase price;
11.2.3.
in
all other circumstances, the Company’s total liability to the Customer in
respect of all other losses arising under or in connection with a Contract
shall in no circumstances exceed the value of the order to which the Contract
relates.
11.3.
Subject
to Condition 11.1, the Company shall not be liable for any losses, expenses,
claims or damages suffered or incurred by the Customer (or any third party):
11.3.1.
to
the extent they arise as a consequence of any damage or defect in a Product
which was caused by its unsatisfactory storage, treatment or handling (other
than by the Company or its representatives) or any act or omission on the part
of the Customer or its employees, agents or representatives;
11.3.2.
relating
to damaged or defective Products where the damage or defect ought reasonably to
have been noticeable at the time of delivery, and the damage or defect is not
reported to the Company in accordance with Condition 7;
11.3.3.
claims
not notified to the Company within 3 months of the respective invoice (or, if
later, when the Customer became aware, or ought reasonably to have become
aware, of the claim).
12. INTELLECTUAL PROPERTY
12.1.
Copyright
and all other intellectual property rights in the Products shall remain at all
times the property of the Company. The Customer shall acquire no rights in the
Products except as expressly provided for in these Terms and Conditions.
12.2.
The
Customer may not reproduce, copy, duplicate, transmit, publish, display,
distribute or sell any material from the Company websites. The Customer may not use the Company websites
or their content for any commercial purpose (including the collection and use
of any listings, descriptions, or prices), make any derivative or commercially
exploitative use of the websites or their content, download or copy account
information, use any data mining, robots or similar data gathering and
extraction tools without the explicit written consent of the company. Any unauthorised
use terminates any permissions granted.
13. NOMINATED PRODUCTS
In the event that any of the Products to
be supplied under the Contract are Nominated Products, the Customer shall be
required to complete a Nominated and Sourced Product Form and the following
additional provisions shall apply:
13.1.
The
Customer shall be responsible for agreeing directly with the suppliers of
Nominated Products all matters concerning Nominated Products including the
specification and delivery conditions. The Company shall have no responsibility
for the selection of any supplier of Nominated Products or for their
performance. The Customer shall provide the Company with full details of all
suppliers of Nominated Products in order for the Company to fulfil its
obligations under the Contract. The Customer shall be responsible for
forecasting its requirements for any new Nominated Products for the first 6
weeks.
13.2.
Where
the Company has agreed to purchase Nominated Products, the Company shall
purchase Nominated Products from suppliers at the price agreed with the
suppliers by the Customer and on the basis of the Company’s terms and
conditions of purchase from time to time in force. Subject to the Customer
accurately providing all the required information to the Company on a Nominated
and Sourced Product Form, the Company shall endeavour to set up new Nominated
Products within 28 days of receiving a completed Nominated and Sourced Product
Form. For the avoidance of doubt, once set up the Company shall be able to
place orders with the nominated supplier and begin to arrange for stock to be
brought into its network. The Customer shall provide the Company with a price
file for each supplier of a Nominated Product showing the relevant cost. Any variation to the cost price of Nominated
Products will only be accepted by the Company on submission of an agreed price
change form from the Customer and with a minimum of 14 days’ notice.
13.3.
If
the Customer no longer requires any particular Nominated Product (a “Delisted Product”), it shall give the
Company not less than 14 days’ notice of the Delisted Date.
13.4.
The
Customer shall be responsible for ensuring that all Nominated Products, when
delivered to or collected by, the Company, shall conform with all applicable
laws, including, but not limited to, the Food Safety Act 1990 (as amended by
the Food Standards Act, 1999) and the Company shall have no liability to the
extent that this is not the case. The
Customer shall be responsible for ensuring that the Nominated Products are
sourced from reputable suppliers who have achieved a nationally recognised
product safety standard or have been formally assessed by the Customer as
acceptable on product safety, legality, and integrity grounds.
13.5.
The
Customer shall procure the agreement of the supplier of Nominated Products to
the document ‘Working with Us – Nominated Lines’ (the Company’s guide for
suppliers of Nominated Products).
13.6.
The
Company shall be entitled to charge the Customer in respect of the stocking and
delivery of the Nominated Products. The Company shall be entitled to adjust any
such on-cost charge at its sole discretion.
13.7.
Unless
otherwise agreed, the Company shall arrange for Nominated Products to be
delivered into its depots for onward delivery by the Company to the Customer.
The Company shall not be obliged to carry out any checks or quality control
inspections in relation to Nominated Products and Nominated Products are sold
by the Company to the Customer on this basis.
13.8.
The
Customer acknowledges and agrees that the inability of the Company to perform
any part of the Contract by reason of the performance deficiencies of any of
the suppliers of Nominated Products shall not be deemed to be a breach of the
Contract by the Company, and that, in such circumstances, the Customer will
pursue its remedies directly against the defaulting supplier of the Nominated
Product and no such performance deficiencies shall be counted in the
calculation of any service levels agreed between the Company and the Customer.
13.9.
The
Company shall not be responsible for any costs resulting from shelf life
expiry, waste, discontinuance of stock, or unordered stock of Nominated
Products. In any of these events, the Company may charge the Customer the full
selling price of such Nominated Products in addition to any disposal or return
costs.
13.10.
The
Company may refuse or remove any Nominated Product at any time by providing
notice in writing to the Customer.
13.11.
The
nominated suppliers shall be responsible for the Company’s consolidation
charges payable in respect of the storage, handling and picking of the
Nominated Products whilst in the Company’s consignment warehouse.
13.12.
The
Company may in its sole discretion delist any Nominated Product where the
Customer’s requirement for such Product falls below 20 cases per week.
14. SOURCED PRODUCTS
In the event that any of the Products to
be supplied under the Contract are Sourced Products, the Customer shall be
required to complete a Nominated and Sourced Product Form and the following
additional provisions will apply:
14.1.
The
Company shall agree with the suppliers of Sourced Products all matters
concerning Sourced Products, including the specification, which shall be based
on the requirements of the Customer. The Customer shall be responsible for
forecasting its requirements for any new Sourced Products for the first 6
weeks.
14.2.
The
Company shall purchase Sourced Products from suppliers at the cost price agreed
between it and the supplier of the Sourced Products. The Company shall agree the selling price of
the Sourced Products with the Customer and shall notify the Customer of any
cost price increases imposed on it by the supplier of the Sourced Products,
which shall result in an increase in the selling price to the Customer.
14.3.
The
Company shall not be responsible for any costs resulting from shelf life
expiry, waste, discontinuance of stock or unordered stock of the Sourced Products. In any of these events, the Company may
charge the Customer the full selling price of such Sourced Products in addition
to any disposal or return costs.
15. FORCE MAJEURE
“Force
Majeure” means an event beyond the reasonable control of the Company and includes,
without limitation, events that may arise due to the actual or planned
departure of the United Kingdom or part thereof from the European Union (“Brexit”) or out of negotiations between
the United Kingdom and the European Union regarding the same, which, whilst
they may or may not have been reasonably foreseeable, could not have been
reasonably avoided; any failure or delay on the part of a supplier to supply
Products and/or services; acts of God; expropriation or confiscation of
facilities; any form of Government intervention; war, hostilities, rebellion;
terrorist activity; pandemic; local or national emergency (including an
emergency service to a hospital); sabotage or riots; industrial action; floods,
fires, explosions or other catastrophes; closure of motorways or other roads,
or unusually severe traffic congestion (including closure or delay at borders),
leaving no reasonable alternative route; unusually severe weather conditions;
loss of power or telecommunications systems; or computer failure or breakdown
(which could not have been reasonably avoided).
The Company reserves the right to defer
the date of delivery or reduce the volume of Products ordered by the Customer
or to cancel the Contract without liability to the Customer if it is prevented
from or delayed in the carrying out of its obligations under the Contract due
to a Force Majeure Event. The Company may make adjustments to the pricing
and/or other financial terms relating to supply of the Products, to take into
account the financial impact of any Force Majeure Event on the Company.
16. CONFIDENTIALITY
16.1.
The
Customer undertakes that it shall not at any time disclose any confidential
information concerning the business, affairs, customers, suppliers, pricing or
other financial information of the Company to any third party whatsoever.
16.2.
The
Customer may disclose the Company’s confidential information (i) to its employees, officers, representatives or advisers
who need to know such information for the purposes of carrying out its
obligations to the Company under the Contract, provided that such employees,
officers, representatives and advisors to whom the Customer discloses such
information comply in full with this Condition; and (ii) as may be required by
law, court order or any government or regulatory authority, provided that the
Customer gives as much advance notice of such disclosure to the Company, as
possible.
16.3.
The
Customer shall not use the Company’s confidential information for any purpose
other than to perform its obligations under the Contract.
16.4.
Where
the Customer purchases from the Company via a buying group or consortia (“Buying Group”), the Customer consents
to the Company supplying to the Buying Group information relating to the
Customer’s purchases, its account and payment history, or any other information
requested by the Buying Group in connection with the Customer’s trading
relationship with the Company. The Customer also consents to the Company
sharing confidential information with other entities within the Company’s
group, including parents, subsidiaries or affiliates of the Company.
17. ERECTION AND INSTALLATION
Where erection, installation and
positioning of Equipment are part of the Contract the Customer shall ensure
that the site is clear and ready for installation. Should the site not be ready
as stipulated for such installation, the Company reserves the right to make a
charge for any costs incurred as a result of it being so prevented and any
delay or subsequent installation.
18. DATA PROTECTION
18.1.
“Data Protection Legislation” shall mean
the UK Data Protection Legislation and any other European Union legislation
(including the General Data Protection Regulation ((EU) 2016/679) and the Data
Protection Act 2018) and all other applicable legislation and regulatory
requirements relating to Personal Data in force from time to time.
18.2.
Both
parties will comply with all applicable requirements of the Data Protection
Legislation.
18.3.
The
parties acknowledge that for the purposes of the Data Protection Legislation,
both parties may be a Controller and/or a Processor of Personal Data and both
parties agree to only process Personal Data on the instructions of the
Controller (as agreed from time to time) in the pursuance of, and to the extent
and duration of, the Company supplying Products and/or services to the
Customer.
18.4.
The
Customer will ensure that it has all necessary and appropriate consents and
notices in place to enable the lawful transfer of the Personal Data to the
Company.
18.5.
The
Customer consents to the Company appointing any third-party processor of Personal
Data under the Contract. The Company confirms that it has entered or, as the
case may be, will enter into a written agreement with the third-party processor
incorporating terms which are substantially similar to those set out in this
Condition 18.
19. ANTI-FACILITATION OF TAX AVOIDANCE
19.1.
The
Customer shall:
19.1.1.
not
engage in any activity, practice or conduct which would constitute either:
19.1.1.1.
a
UK tax evasion facilitation offence under section 45(1) of the Criminal
Finances Act 2017; or
19.1.1.2.
a
foreign tax evasion facilitation offence under section 46(1) of the Criminal
Finances Act 2017;
19.1.2.
have
and shall maintain in place throughout the term of the Contract such measures
as are reasonable to prevent the facilitation of tax evasion by another person
(including without limitation employees of the Customer); and
19.1.3.
promptly
report to the Company any request or demand from a third party to facilitate
the evasion of tax within the meaning of Part 3 of the Criminal Finances Act
2017, in connection with the performance of the Contract;
19.2.
The
Customer shall ensure that any person associated with the Customer who is
performing services in connection with the Contract does so in compliance with
obligations equivalent to those imposed on the Customer in Condition 19.1 (“Relevant Tax Evasion Terms”). The Customer shall be responsible for
the observance and performance by such persons of the Relevant Tax Evasion
Terms, and shall be directly liable to the Company for any breach by such
persons of any of the Relevant Tax Evasion Terms.
19.3.
For
the purposes of Condition 19.1, the meaning of
reasonable prevention procedures shall be determined in accordance with any
guidance issued under section 47 of the Criminal Finances Act 2017 and a person
associated with the Customer includes but is not limited to any subcontractor
of the Customer.
20. ADDITIONAL TERMS
20.1.
Failure
or delay on the part of the Company in enforcing any provision of the Contract
shall not be construed as a waiver of any of the Company’s rights under the
Contract. Any waiver by the Company of any breach of, or any default under, any
provision of the Contract by the Customer shall not be deemed to be a waiver of
any subsequent breach or default and shall in no way affect the other terms of
the Contract.
20.2.
If
any provision of the Contract is found by any Court, tribunal or other
administrative body of competent jurisdiction to be wholly or partly illegal,
invalid, void, voidable, unenforceable or unreasonable it shall to the extent
of such illegality, invalidity, voidness,
voidability, unenforceability or unreasonableness be deemed severable and the
remaining provisions of the Contract and the remainder of such provision shall
continue in full force and effect.
20.3.
The
Company may make available certain promotions from time to time, for example
Nectar Points are available to certain Customers. The Customer shall be bound
by any additional terms that apply to any promotions and the Customer shall be
responsible for ensuring the Customer contact registered to receive the
promotion (for example Nectar points) is correct and updated accordingly from
time to time.
20.4.
Where
available, the Company may provide the Customer with an online account, through
which the Customer will be able to place and manage its orders and to find out
about relevant promotions that are available to the Customer. This online account will allow the Customer
to be better informed about the status of orders and, over time, the Company
may add other features to help its Customers to manage contact details, account
information and to track its orders.
Order confirmations will be e-mailed to the Customer when orders are
placed (or amendments to the Order are agreed). Where the Customer has an
online account, it is the responsibility of the Customer to ensure its account
details remain up to date and accurate.
Access to the Customer’s online account will be subject to the Company’s
website terms of use and acceptable use policy.
The Company reserves the right to refuse the service, terminate accounts
or remove or edit content or functionality at any time.
20.5.
Telephone
calls (inbound and outbound) and email correspondence with the Company may be
recorded or monitored. By using or accepting such communication methods, the
Customer agrees to the recording or monitoring of the same for quality purposes
and training.
20.6.
The
Company, but not the Customer, may assign its rights and obligations under the
Contract.
20.7.
Any
written communication given pursuant to the Contract must be sent by pre-paid
first class post to the registered office of the addressee or such other
address as may have been notified in writing and shall be deemed to have been
received by the addressee two days after the date of posting.
20.8.
The
parties to the Contract do not intend that any term of the Contract will be
enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by
any person who is not a party to it.
20.9.
The
Contract shall be governed by the laws of England and the Company and the
Customer agree to submit to the exclusive jurisdiction of the English Courts.
20.10.
If
the Customer is a partnership the liability of the individual partners to the
Company shall be joint and several.
20.11.
The
signature on behalf of a Customer who is a limited company by any person purporting
to sign with the Customer’s authority shall bind the Customer and the Customer
shall be liable to comply with the terms of the Contract.
20.12.
The
Customer shall be liable to comply with the terms of the Contract and pay for
any Products which are ordered using its Customer account number.
20.13.
The
Company reserves the right to amend these Terms and Conditions from time to
time by posting updated versions on its website.
01/19
© Brakes Group 2019
Brake Bros Ltd. Registered office: Enterprise House, Eureka Business Park, Ashford, Kent, TN25 4AG. Registered in England No. 02035315