These Terms and Conditions of Sale are subject to change and review at any time.
Read all the Terms and Conditions but use the menu below for shortcuts to key areas:
2. GUARANTEE U.K. MAINLAND
3. GUARANTEE EXPORT AND OFFSHORE (MARINE)
4. INSTALLATION WORKS
10. DELIVERY
14. LIABILITY
Our damage documentation procedure in document “Important Information”. (click to download).
DEFINITIONS
“Buyer” means the party dealing with the Seller, being a business purchasing the Goods in the course of its trade. These Terms and Conditions are not intended to apply to, and do not confer any rights upon, consumers as defined under the Consumer Rights Act 2015.
“Goods” means the Goods (including any instalment of the Goods or any parts for them), which the Seller is to sell in accordance with these Terms and Conditions.
“Incoterms” means the international rules for the interpretation of the trade terms of the International Chamber of Commerce in force at the date when the contract is made, as amended or updated from time to time, currently Incoterms® 2020.
“Price” means the Price at which the Seller has agreed to accept the Buyer’s order and includes, where appropriate, the Seller’s charges for packaging, insurance and transportation as specified in Clause 8.
“Seller” means Swanwick Foodservice Equipment Ltd, 3rd Floor, The Old Stock Exchange, St Nicolas Street, Bristol, BS1 1TG, UK. Company Number: 12179384.
“New Price” means the modified Price at which the Seller offers the Goods to the Buyer, in line with Clause 8.
“Terms and Conditions” means the standard terms and conditions of sale set out in this document, as amended by the Seller from time to time. Any amendments will be published on the Seller’s website and shall take effect from the date of publication unless otherwise notified to the Buyer in writing.
“Writing” includes, other than for the purposes of Clause 18, facsimile transmissions, email and writing on the screen of a visual display unit or other similar device, and any communication transmitted through the Seller’s online portal or website ordering system.
“Specification” means any technical specification, drawing, description or other document provided by the Seller to the Buyer in relation to the Goods, whether included in a quotation, pro forma invoice or otherwise communicated in writing.
1. SELLER DETAILS
The Seller is Swanwick Foodservice Equipment Ltd, a company registered in England and Wales with Company Number 12179384, whose registered office is at 3rd Floor, The Old Stock Exchange, St Nicolas Street, Bristol, BS1 1TG, UK.
2.1. All warranties issued by the Seller are valid from the date of delivery of the Goods or the invoice date of the Goods; the effective date of warranty commences from the earlier of these two dates, ordered chronologically.
2.2. Any warranty or guarantee period will be stated on each quotation and invoice issued by the Seller to the Buyer in the section headed “Labour Warranty” and “Parts Warranty”.
2.3. Where “RTB” is shown in the section “Parts Warranty”, parts are to be returned to the manufacturer for inspection prior to replacement under warranty. RTB warranties are issued to the Buyer as follows:
(a) Replacement parts are to be invoiced and paid for until the warranty claim is accepted by the Seller, the manufacturer and/or third party transportation, whereupon credit or refund will be made.
2.4. Any warranty issued by the Seller requires the Goods mentioned in any commercial invoice to be installed and commissioned in accordance with the manufacturer’s standards by the Buyer or the Buyer’s duly appointed qualified third-party contractor.
2.5. Preventative maintenance and servicing must be carried out on Goods mentioned in any commercial invoice, in accordance with manufacturer’s instructions or every six months, whichever period is the shorter.
2.6. Failure to carry out preventative maintenance and servicing in accordance with the manufacturer’s instructions or Clause 2.5 will void any warranty issued by the Seller, provided always that the Seller shall not rely upon this Clause to void any warranty where the failure to carry out maintenance is attributable to the Seller’s or its agent’s instructions or advice.
2.7. Products of UK origin or from official importers (e.g. Electrolux UK or Firex) are offered in accordance with the respective manufacturer’s standard commercial warranty terms and procedures in respect of faulty materials and workmanship.
2.8. Original invoices or registration cards, including online registration receipts, should be retained and available in order to instigate warranty works.
2.9. Before initiating warranty calls, the Buyer should make all minor operator checks such as checking power supplies, valves are open, etc., and confirm that the failure is not due to operator misuse or incorrect installation. Calls of this nature will be charged for if discovered by the attending engineer.
2.10. Consumable or expendable items which form part of or are connected to the appliance, such as plugs, bulbs, fuses and filaments, are not warrantied items and should be examined and confirmed operational prior to entering a warranty claim.
2.11. In the event of inoperative Goods on installation and commissioning by the Buyer or their appointed third party, this clause must be read together with Clauses 11 (RISK AND PROPERTY) and 10 (DELIVERY).
2.12. Clause 2 pertains to UK Mainland only and excludes the Scottish Isles, Channel Islands and Isle of Man territories.
2.13. Where the Goods are alleged to be defective or non-conforming with the agreed Specification, the Buyer shall notify the Seller in writing as soon as reasonably practicable upon discovery. The Seller shall investigate such notification within a reasonable time and shall confirm in writing whether the alleged defect or non-conformity falls within the warranty. Nothing in this Clause shall limit the Seller’s obligations in respect of latent defects that could not reasonably have been discovered by the Buyer upon delivery or reasonable inspection.
3. GUARANTEE EXPORT AND OFFSHORE (MARINE)
3.1. All warranties issued by the Seller are valid from the date of delivery or invoice date of the Goods; the effective date of warranty commences from the earlier of these two dates, ordered chronologically.
3.2. Any warranty or guarantee period will be stated on each quotation and invoice issued to the Buyer from the Seller in the sections headed “Labour Warranty” and “Parts Warranty”.
3.3. Where “RTB” is shown in the section “Parts Warranty”, parts are to be returned to the manufacturer for inspection prior to replacement under warranty. RTB warranties are issued to the Buyer as follows:
(a) Replacement parts are to be invoiced and paid for in GBP (Pounds Sterling) until the claim is accepted by the manufacturer in the country of origin, whereupon the replacements will be shipped freight paid by the most economic method.
(b) Component parts which fail will be replaced if returned freight paid by the Buyer, for inspection, subject always to having received fair wear and tear and no misuse or abuse.
3.4. Any warranty issued by the Seller requires the Goods mentioned in any commercial invoice to be installed and commissioned in accordance with the manufacturer’s standards by the Buyer or a duly appointed qualified third-party contractor.
3.5. Preventative maintenance and servicing must be carried out on Goods mentioned in any commercial invoice, in accordance with manufacturer’s instructions or every six months, whichever period is shorter applicable.
3.6. Failure to carry out preventative maintenance and servicing in accordance with the manufacturer’s instructions or Clause 3.5 will void any warranty issued by the Seller.
3.7. Refrigeration equipment supplied to continents or countries with tropicalised motors should make reference to the ambient operating temperature of the unit when making claims.
3.8. The Seller shall not be responsible for any warranty claim where the Goods have been subjected to storage or operating conditions outside the manufacturer’s recommended parameters, including but not limited to exposure to the elements or extreme temperatures, unless the Buyer can demonstrate that any such exposure was caused by or materially contributed to by the Seller’s instructions or acts or omissions.
4.1. Installation works referred to in any quotation or invoice allow to position and connect items listed on an accessible, clear and level site to services within 500mm of each appliance, to terminals, isolators and governors provided, and for making connections to adequate waste, water, gas and electric supplies. Labour rates assume continuous work with unrestricted free access 09:00am to 4:00pm Monday through Friday, UK public holidays excepted. All installation works are based on the work being carried out during one uninterrupted visit to site on a pre-arranged date convenient to both parties.
4.2. The Seller shall not be responsible for any additional costs or delays arising from restricted access, site conditions not previously disclosed, or the absence of required services. Any additional costs arising from such circumstances shall be agreed in writing between the Seller and Buyer prior to commencement of additional works.
4.3. A site survey must be carried out in order to ascertain access and services before any installation can take place. The cost of the site survey will be charged in advance and will be confirmed in writing to the Buyer prior to the survey being instructed.
4.4. Information on required services will be provided by the Seller to the Buyer, in accordance with manufacturer’s recommendations. In order to carry out any installation, the Buyer must have fixed and final services in place before the Seller will attend the Buyer’s premises. In the case of gas appliances, adequate ventilation must be in place to Gas Safe standards before installation can commence.
(a) All gas installation works must be carried out by a Gas Safe registered engineer. The Seller accepts no liability for any loss, damage or injury arising from gas installation works not carried out in compliance with applicable Gas Safe regulatory requirements
4.5. Services must be fixed and permanent in order to issue any guarantee in accordance with Clauses 2 and 3.
4.6. Where the Seller undertakes installation works, the Seller shall ensure that such works comply with all applicable regulatory requirements, including but not limited to the Gas Safety (Installation and Use) Regulations 1998, the Electricity at Work Regulations 1989, and all applicable Food Standards Agency and environmental health requirements for commercial catering environments.
5. REFUND POLICY
5.1. By placing an order and submitting payment for Goods with the Seller, the Buyer agrees that this order is placed as a Business-to-Business contract and is not governed under the United Kingdom Consumer Rights Act. The Buyer confirms that it is a business purchasing the Goods in the course of its trade and not as a consumer within the meaning of the Consumer Rights Act 2015. These Terms and Conditions shall therefore govern the contract to the exclusion of any statutory rights available only to consumers, save where such exclusion is prohibited by law.
5.2. All Goods are non-stock items and are made to order. Any restocking and refunds will be offered to the Buyer based on the terms of the Seller’s contract with the Seller’s supplier, which the Seller shall use reasonable endeavours to communicate to the Buyer prior to the Buyer placing any order. Where the Seller’s supplier terms are materially adverse to the Buyer, the Seller shall notify the Buyer of this before the order is accepted.
5.3. When entering into a contract with the Seller, the Buyer must exercise due diligence in researching the product’s suitability for the Buyer’s application. The Seller shall, where requested, provide the Buyer with access to available technical documentation and manufacturer’s specifications to assist the Buyer in assessing suitability. The Seller does not provide consultancy services and the Buyer accepts sole responsibility for confirming fitness for purpose of the Goods for its intended application, save where the Goods are expressly confirmed as meeting a specific technical specification agreed in writing between the parties.
6. BASIS OF THE SALE
6.1. These Terms and Conditions will govern any contract for the sale of Goods by the Seller, to the exclusion of any other terms, including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or other document.
6.2. Any variation of these Terms and Conditions will only bind the Seller if agreed in writing between authorised representatives of the Seller and the Buyer. For the avoidance of doubt, oral representations or statements made by sales staff or engineers shall not constitute a variation of these Terms and Conditions unless confirmed in writing by an authorised representative of the Seller.
6.3. The Seller’s employees are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into any contract and in accepting delivery, the Buyer acknowledges that it does not rely on representations concerning the Goods which are not confirmed in this way.
6.4. Nothing in this Clause 6 shall operate to exclude the Seller’s liability for fraudulent misrepresentation.
7. ORDERS AND SPECIFICATIONS
7.1. All Goods are offered for sale subject to availability and subject to the Seller’s acceptance of the Buyer’s order.
7.2. No order submitted by the Buyer shall be deemed accepted by the Seller unless and until it is confirmed by the Seller, either orally or in writing. Where order acceptance is given orally, the Seller shall confirm such acceptance in writing within two business days.
7.3. Any quotation or pro forma invoice submitted by the Seller is for consideration by the Buyer and does not form any contract of sale. The offer may be withdrawn for any reason within the validity period.
7.4. Any literature published or submitted by the Seller to the Buyer which contains any descriptions, specifications, drawings or Price of the Goods is published or submitted for guidance only. The Seller reserves the right to make modifications in the design and specification of the Goods without notice to the Buyer, save where a specific technical Specification has been agreed in writing between the parties, in which case any material modification shall be notified to the Buyer in writing prior to delivery and the Buyer shall have the right to cancel the order without penalty if the modification is not acceptable to it.
7.5. The Buyer is responsible for determining the suitability of the Goods. The Seller does not offer consultancy or act in any consultancy capacity in the supply of the Goods.
8. PRICE
8.1. The Buyer will pay the Price together with an amount equal to the VAT chargeable on the sale of Goods. This applies to U.K. sales only.
8.2. Unless otherwise agreed, the Price is inclusive of the cost of packaging, insurance and transportation to an address within the United Kingdom mainland. For Northern Ireland and offshore islands of the United Kingdom, a packaging, insurance and transportation surcharge may be payable at the discretion of the Seller. A handling charge, inclusive of postage and packing, will be made on small orders.
8.3. The Seller may increase the Price before the Goods are delivered to the Buyer to reflect any increase in cost to the Seller including, among other things, foreign exchange fluctuations, taxes and duties, the cost of labour, materials, transport and other fees and charges. Any such price increase shall be notified to the Buyer in writing as soon as reasonably practicable. The Buyer shall have the right set out in Clause 8.4 where the Price increases between order acceptance and delivery.
8.4. If the Price changes between the date of acceptance of the Buyer’s order and delivery of the Goods by the Seller, the Seller will advise the Buyer of the changed Price (the “New Price”). The Buyer will be obliged to take delivery of the Goods at the New Price unless the Buyer advises the Seller at least two working days before the date for delivery that it will not pay the New Price, in which case the Seller will be under no obligation to deliver the Goods to the Buyer. Where the Buyer exercises its right to decline the New Price, neither party shall have any liability to the other in respect of the cancelled order, save that the Seller shall promptly refund any deposit or advance payment made by the Buyer.
8.5. If appropriate, the cost of pallets and returnable containers will be payable by the Buyer in addition to the Price, but full credit will be given to the Buyer, provided the Buyer returns the pallets and containers to the Seller in good repair.
9. PAYMENT
9.1. The Buyer will pay the amounts specified in the Seller’s invoice on the due date in cleared funds without any deduction or set-off on the grounds of any alleged breach of any contract between the Seller and the Buyer or on any other grounds. Those amounts will be payable by the Buyer notwithstanding that property in the Goods has not passed to the Buyer. The time of payment of those amounts will be of the essence of these Terms and Conditions.
9.2. The Seller shall ensure that each invoice contains sufficient detail to enable the Buyer to identify the Goods supplied, the applicable Price, the VAT amount and the payment due date. Invoices shall be issued promptly following dispatch or delivery of the Goods.
9.3. If the Buyer fails to pay those amounts on the due date then, in addition to any other right or remedy available to the Seller, the Seller may do either or both of the following:
(a) Charge the Buyer interest (after as well as before judgement) on the amount unpaid at the rate of eight per cent per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 from time to time until full payment is made.
(b) The Seller shall also be entitled to claim reasonable debt recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, as amended.
(c) Cancel the contract or suspend any further deliveries to the Buyer without notice and without liability.
10.1. Any damage claim must be reported immediately, before the driver leaves, by the Buyer to the Seller. No claim can be entertained by the Buyer or Seller without supporting photo/video evidence as outlined in the Seller’s damage documentation procedure.
10.2. The Seller shall ensure that the ‘Important Information’ document is provided to the Buyer at the time of quotation and again with each invoice and delivery note. Failure by the Seller to provide this document shall not operate to bar any otherwise valid damage claim by the Buyer.
10.3. Any claim made by the Buyer for damaged Goods must follow the Seller’s damage documentation procedure ‘Important Information’ document which is attached to all estimates, pro forma and commercial invoices.
10.4. If the Buyer is to receive Goods delivered by third party transportation (e.g. road freight or sea freight haulers), the Goods must be inspected by the Buyer prior to the third party transportation vehicle departing the Buyer’s premises. All damage to the Goods and external packing must be fully documented in writing with photo/video evidence by the Buyer. The Buyer is responsible for the cost of replacing any damaged component parts until a claim is settled between the Seller and the third party transportation.
(a) The Seller acknowledges that there may be circumstances where the Buyer is unable to fully inspect oversize or packaged Goods prior to the departure of the carrier’s vehicle. In such cases, the Buyer shall note any visible packaging damage on the delivery receipt and notify the Seller of any damage discovered upon unpacking within 48 hours of delivery. The Seller shall not unreasonably decline to investigate claims submitted in accordance with this Clause.
(b) The Seller will initiate a claim with any third party transportation based on the evidence submitted by the Buyer in Clause 10.1, if that evidence is satisfactory.
(c) The Seller will refund the cost to the Buyer of any damaged component parts, excluding labour charges, outlined by the Buyer in Clause 10.1, only if the third party transportation upholds any claim initiated by the Seller.
10.5. Where the third party transportation declines or fails to settle a claim within a reasonable period (not exceeding 90 days from the date of the claim being submitted), the Seller and Buyer shall negotiate in good faith to agree on a proportionate remedy, having regard to the evidence available and the respective responsibilities of the parties.
(a) In the event of inoperative Goods on installation and commissioning by the Buyer or their appointed third party, this clause must be read with Clauses 11 (RISK AND PROPERTY) and 2 (GUARANTEE U.K. MAINLAND).
10.6. All deliveries are to the Buyer’s curbside address only. Any oversize deliveries which cannot be unloaded by the Seller’s vehicle tail lift will need either the Buyer to unload the Goods, or by prior arrangement the Seller will organise specialist delivery at a cost agreed between the Buyer and Seller beforehand, and;
(a) The Seller shall notify the Buyer in advance if specialist delivery is likely to be required, and shall obtain the Buyer’s written confirmation of the additional cost before procuring such delivery.
10.7. The place for delivery of the Goods will be agreed between the Seller and the Buyer on the date of acceptance of the Buyer’s order. If no place for delivery is agreed, the Seller may deliver the Goods by either:
(a) Notifying the Buyer that the Goods are ready for collection from premises nominated by the Seller (“the Seller’s premises”); or
(b) Tendering the Goods at an address agreed between the Seller and the Buyer.
10.8. In the case of delivery in accordance with Clause this clause, the Buyer will load the Goods when the Goods are collected from the Seller’s premises and the Buyer will be liable for any damage to the Goods or losses occurring during loading. In the case of delivery in accordance with Clause, the Goods will be, or will be deemed to be, unloaded by the Buyer and the Buyer will be liable for any damage to the Goods or losses occurring during unloading.
10.9. Any dates quoted for delivery of the Goods are indicative only. Time for delivery will not be of the essence of these Terms and Conditions and the Seller will not be liable for any loss or expenses sustained by the Buyer arising from any delay in delivery of the Goods, howsoever caused.
10.10. Notwithstanding the foregoing, where a delivery date has been agreed in writing between the parties, the Seller shall use reasonable endeavours to meet that date and shall notify the Buyer promptly of any anticipated delay, together with a revised expected delivery date.
10.11. The Buyer or, where relevant, the person to whom delivery is made must inspect the Goods on delivery and sign the required proof of delivery document or collection acceptance document. A signature on that document will constitute prima facie evidence against the Buyer of receipt of the quantity of Goods indicated on that document free from any apparent defect or damage. The Buyer may not reject the Goods or any part of them because of short delivery. If the Goods are alleged to be damaged or defective on delivery, a description of the alleged damage or defect must be given in writing at the time of delivery and signed by or on behalf of the Buyer, or where relevant, the person to whom delivery is made.
10.12. The Seller reserves the right to make delivery of the Goods by instalments. If the Goods are to be delivered in instalments, each delivery will constitute a separate contract. The Buyer may not treat the contract as a whole as repudiated if the Seller fails to deliver any one or more of the instalments or if the Buyer has a claim in respect of any one or more of the instalments.
10.13. If the Buyer fails to take delivery of the Goods then, in addition to any other right or remedy available to the Seller, the Seller may do either or both of the following:
(a) Store the Goods until actual delivery and charge the Buyer for the costs (including insurance) of storage, together with any other reasonable incidental costs.
(b) Sell the Goods at the best Price readily obtainable by the Seller and, after deducting all storage and selling expenses, charge the Buyer for any shortfall below the Price.
10.14. Unpacking and positioning service is available by prior arrangement only between the Buyer and the Seller. This service is subject to additional charges which must be agreed in the contract of sale.
10.15. It is the Buyer’s responsibility to advise the Seller of any difficulty with access or parking restrictions at the delivery address. The Buyer’s delivery address needs to have adequate staff on site at the time of delivery in order to receive the Goods. Any redelivery of the Goods will be subject to reasonable charges at the Seller’s discretion. Such redelivery charges shall be notified to the Buyer in advance and shall not exceed the Seller’s actual costs incurred in arranging redelivery.
10.16. The Goods will be delivered according to the Incoterms/Delivery Point stated upon any quotation. The Seller will be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979, as amended from time to time.
11. RISK AND PROPERTY
11.1. Risk of damage to or loss of the Goods will pass to the Buyer:
(a) In the case of Goods delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
(b) In the case of Goods delivered otherwise than at the Seller’s premises, on delivery at the agreed address.
11.2. Notwithstanding Clause 11.1, where the Seller or its agent gives instructions to the Buyer regarding the handling, storage or positioning of the Goods following delivery (including instructions not to remove Goods from packaging or pallets), the Seller accepts responsibility for any damage to the Goods that results directly from compliance with such instructions. Nothing in this Clause shall affect the general passing of risk under Clause 11.1.
11.3. Notwithstanding delivery and the passing of risk in the Goods, property in the Goods will not pass from the Seller until the Seller has received in cash or cleared sums full payment of the Price and all other sums which are due, owing or payable by the Buyer to the Seller or in respect of which the Buyer will, or may in the future, become liable to make payment to the Seller.
11.4. Until property in the Goods passes to the Buyer:
(a) The Buyer will hold the Goods as the Seller’s fiduciary agent . The Buyer will keep the Goods separate from those of the Buyer and third parties and keep the Goods properly stored, protected, insured and identified as the Seller’s property.
(b) Subject to (c) below, the Buyer may resell the Goods in the ordinary course of its business but will account to the Seller for the proceeds of sale or otherwise of the Goods, including insurance proceeds. Until the Buyer has accounted to the Seller for the proceeds of sale or otherwise of the Goods, the Buyer will hold the relevant proceeds on trust for the Seller and will keep all such proceeds separate from any monies or property of the Buyer and third parties.
(c) The Seller may revoke the Buyer’s power of sale in respect of the Goods. The power of sale will automatically cease if a petition is presented, any order made or any resolution passed or any other action taken for or with a view to the Buyer’s winding up or administration or (being an individual) bankruptcy, or an administrative receiver, liquidator, administrator or similar officer is appointed in respect of the whole or any part of its undertaking, property or assets or if it convenes a meeting for the purpose of making, or proposes to enter into, any agreement for the benefit of its creditors. This also applies to any analogous proceedings in another jurisdiction.
(d) The Seller may at any time require the Buyer to deliver up to the Seller those Goods which have not been resold. If the Buyer fails to do so, or if the power of sale has been revoked or ceased in accordance with Clause 11.3(c), the Seller may enter the premises of the Buyer or any third party where the Goods are stored or reasonably believed to be stored and repossess them.
11.5. The Buyer may not pledge or in any way charge by way of security for any of the Goods which remain the property of the Seller.
11.6. The Seller’s retention of title rights under this Clause 11 shall be registered at Companies House as a charge on the Buyer’s assets where required by applicable law, including where the value of the Goods retained exceeds the registration threshold under the Companies Act 2006.
12. SAMPLES
12.1. Any samples submitted by the Seller must either be paid for or returned to the Seller’s premises carriage paid, within one month from the date of receipt by the Buyer.
13. DRAWINGS
13.1. All drawings shall remain the Seller’s property and must not be wholly or partially used or copied without the Seller’s written permission and shall be returned to the Seller forthwith on request.
13.2. Where the Seller provides technical specifications, drawings or documentation relating to the Goods (“Technical Materials”), the Seller warrants that such Technical Materials are accurate as at the date of provision. Where any Technical Materials provided are subsequently found to be inaccurate or to conflict with the specification of the Goods as supplied, the Seller shall notify the Buyer in writing promptly upon becoming aware of such inaccuracy.
14.1. The Seller will not be liable for damaged Goods unless a claim is notified to the Seller in writing in accordance with Clause 10 within a reasonable time of delivery, having regard to the nature of the Goods and the circumstances of delivery. The Seller will not be liable for defective Goods unless a claim is notified to the Seller in writing in accordance with Clause 10 within 5 business days of the Buyer becoming aware of the defect. In each case, the notification must include the invoice number, delivery note number and details of the claim. In the case of a valid claim, the Seller may, in its sole discretion, replace the Goods (or the part in question) or refund to the Buyer the Price (or an appropriate proportion of the Price). The Seller will have no further liability to the Buyer.
14.2. The Seller will not be liable for short delivery or non-delivery unless a claim is notified to the Seller in writing in accordance with Clause 10 within 24 hours, of the Buyer becoming aware of the short delivery, or in the case of non-delivery, within 5 business days of delivery.
14.3. Where no delivery is received by the date notified by the Seller. The notification must give details of the claim and, where appropriate, the invoice number and delivery note number. In the case of a valid claim, the Seller’s liability shall be limited to the excess, if any, of the cost to the Buyer in the cheapest available market of similar Goods to replace the Goods not delivered over the Price.
14.4. The Seller will not be liable in any way for loss, damage, costs or expenses (including loss of profit) arising directly or indirectly from any failure or delay in performing any obligation under these Terms and Conditions by reason of any event or circumstances outside the reasonable control of the Seller, including, amongst other things, any strikes, industrial action, failure of power supplies or equipment.
14.5. The Seller shall notify the Buyer as soon as reasonably practicable of any such force majeure event and shall use reasonable endeavours to resume performance as soon as possible. If the force majeure event continues for more than 60 days, either party may terminate the contract on written notice without liability, save for any sums already due and payable.
14.6. Nothing in this Clause shall limit or exclude any liability of the Seller for death or personal injury caused by the Seller’s negligence, for fraud or fraudulent misrepresentation, for any breach of the implied terms as to title under section 12 of the Sale of Goods Act 1979, or for any other liability which cannot be excluded or limited by law. Except as provided in this Clause, the Seller will not be liable to the Buyer for any consequential loss or damage, costs, expenses (including loss of profit) or other claims for compensation whatsoever arising out of or in connection with the sale of the Goods or their use or resale by the Buyer.
14.7. The Seller’s total aggregate liability to the Buyer under or in connection with these Terms and Conditions (whether arising in contract, tort (including negligence) or otherwise) shall not exceed the Price paid by the Buyer for the specific Goods giving rise to the claim.
14.8. The Seller’s liability for non-conformity of the Goods with any agreed Specification shall be governed by the Sale of Goods Act 1979 and these Terms and Conditions. Where the Goods are found not to conform to the agreed Specification (as that term is defined herein), the Seller’s remedy shall be, at its election:
(a) to repair or replace the non-conforming Goods within a reasonable time; or
(b) to provide the Buyer with a reasonable price reduction, proportionate to the non-conformity. The Seller shall not be obliged to accept a rejection and full refund unless repair and replacement are both impossible or have failed after a reasonable attempt.
15. INSOLVENCY OF THE Buyer
15.1. If the power of sale has ceased in the circumstances described in Clause 11.3(c), or if the Seller reasonably believes that any of those circumstances may occur in relation to the Buyer and notifies the Buyer of its belief, then in addition to any other right or remedy available to the Seller, the Seller may terminate the contract or suspend any further deliveries under the contract without any liability to the Buyer. If the Goods have been delivered but not paid for, the Price and all other amounts payable by the Buyer to the Seller shall become immediately due and payable, notwithstanding any previous agreement or arrangement to the contrary.
16. NOTICES
16.1. Any notice given or made under these Terms and Conditions will be in writing. Notice can be given by email to contracts@swanwickfoodservice.com, which shall be treated as writing for the purposes of this Clause.
16.2. A notice will be deemed to have been duly given or made as follows:
(a) If sent by personal delivery, upon delivery at the address of the relevant party.
(b) If sent by first class post, two clear business days after the date of posting.
(c) If sent by email in accordance with Clause 16.1, at the timestamp of receipt of the transmission. Where a read receipt or delivery confirmation is not received, the sending party shall make reasonable efforts to confirm receipt by the addressee. 16.3 For the purposes of these Terms and Conditions, notices will be given to the Seller at its registered office set out in Clause 1, for the attention of the Company Secretary. Notices will be given to the Buyer at its registered office or its principal place of business, for the attention of the Purchasing Director or Manager.
16.3. The Seller and the Buyer may notify each other of a change in their name, relevant addressee and address. This notification will only be effective on:
(a) The date specified as the date on which the change is to take place; or
(b) If no date is specified, or if the date specified is less than five clear business days after the date on which notice was given, the date falls five clear business days after notice of any change has been given.
16.4. This Clause will not apply for serving any writ, summons, order, judgement or other document arising in connection with any disputes under these Terms and Conditions.
17. GOVERNING LAW AND JURISDICTION
17.1. These Terms and Conditions shall be governed by and construed in accordance with English law.
17.2. The parties irrevocably agree that the courts of England and Wales shall have jurisdiction to settle any disputes which may arise in connection with these Terms and Conditions.
17.3. Nothing in this Clause shall prevent either party from applying to any court for urgent injunctive or other interim relief.
17.4. The parties agree to attempt to resolve any dispute arising out of or in connection with these Terms and Conditions through good faith negotiations before commencing formal proceedings. Either party may, following notification of a dispute, request a meeting between senior representatives of the parties within 10 business days of such request.
18. MISCELLANEOUS
18.1. If the Seller does not exercise any right or power when it is able to do so, this will not prevent it from exercising that right or power subsequently. The Seller’s rights and remedies under these Terms and Conditions are in addition to any other rights and remedies it may have.
18.2. If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity or enforceability of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected.
18.3. Data Protection. Each party shall comply with its respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 in connection with any personal data processed in connection with these Terms and Conditions. The Seller’s Privacy Policy (available at the Seller’s website) sets out further information about how the Seller processes personal data.
18.4. Food Safety and Hygiene Compliance. All Goods sold by the Seller for use in food preparation or commercial catering environments are supplied on the understanding that the Buyer is responsible for ensuring that the Goods are installed, operated, maintained and cleaned in compliance with all applicable food safety and hygiene legislation, including but not limited to the Food Safety Act 1990, the Food Hygiene (England) Regulations 2006, and applicable guidance issued by the Food Standards Agency. The Seller is not responsible for any failure of the Buyer to comply with applicable food safety requirements.
18.5. Electrical and Gas Equipment Safety. All electrical Goods are supplied in compliance with the Electrical Equipment (Safety) Regulations 2016. All gas Goods are supplied in compliance with the Gas Appliances Regulation (EU) 2016/426 as applicable in Great Britain. The Buyer is responsible for ensuring that all electrical and gas connections are made by appropriately qualified persons in compliance with applicable regulations, including the IET Wiring Regulations (BS 7671) for electrical installations and the Gas Safety (Installation and Use) Regulations 1998 for gas connections.
18.6. Anti-Bribery. Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010, and shall not engage in any conduct that would constitute a bribery offence under applicable law.
18.7. Modern Slavery. The Seller confirms its commitment to preventing modern slavery and human trafficking in its supply chain, in accordance with the Modern Slavery Act 2015, and will use reasonable endeavours to ensure that its suppliers adopt equivalent standards.
18.8. Entire Agreement. These Terms and Conditions (together with the relevant quotation and any documents expressly incorporated herein) constitute the entire agreement between the parties in relation to the sale of the Goods and supersede all previous agreements, representations or understandings between the parties relating thereto.
