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I being an authorised officer of this business apply to open a trading account with Time Wholesale Services (UK) Ltd. and to agree to be bound by the conditions of sale.
To: Time Wholesale Services (UK) Ltd.
Time House, Renwick Road, Barking, Essex, IG11 0SA
IN CONSIDERATION of your supplying or continuing to supply goods to any associated company/ companies of the customer I guarantee payment to you upon demand of all sums due or which become due to you from the Customer or its associated company/ companies in respect of the price of all such goods.
This guarantee shall be a continuing guarantee and my liability hereunder shall not be discharge or impaired by:
a) You giving time or any other indulgence to the customer, any of it associated companies or to any surety under this guarantee;
b) Any amalgamation or reconstruction of the customer, any of its associated companies or of its associated companies or of yourself;
c) Any variation of the contracts of supply between yourself and the customer or any of its associated companies; for the avoidance of doubt this includes any change or addition to delivery address or address;
d) Any agreement not to sue or any composition or arrangement of any description granted or entered into by you with customer, any of its associated companies or any surety under this guarantee.
e) Notwithstanding any settlement between us or any release given by you until any security given or payment made to you by the customer or any person cannot be reduced under the Law relating to bankruptcy or liquidation from time to time in force and you shall be entitled to retain any security held for my liability until you are satisfied you will not have to make repayment under such law.
f) My death or disability subject to my right or that of my personal representatives.
2. I agree that until you have been paid all sums which are or become due under this guarantee, I shall not take any court proceedings against the customer or any of its associated companies and prove in liquidation of the customer or any of its companies.
3. In order to give effective to this guarantee I declare that you shall be at liberty to act as though I were the principle customer under this guarantee and I now waive all and any of my rights as surety which may at any time be inconsistent with any of the above provisions.
4. For the purpose of this agreement the words “associated companies” shall be defined in accordance with Section 435 of the Insolvency Act 1986.
5. This guarantee is governed by English law and the English courts shall have exclusion jurisdiction in relation to any claims or disputes arising under it.
TERMS AND CONDITIONS
(a) Each contract between us, Time Wholesale Services (UK) Ltd., and you, the Customer, will automatically incorporate these Conditions which will prevail over any conditions stipulated or referred to by you. No amendments will be binding on us unless confirmed by us in writing - our sales representatives and delivery men have no authority to agree to any other terms. Your order will be taken as acceptance of these Conditions, Acceptance of any tender or a quotation made by us will not of itself constitute a contract.
(b) In any event by acceptance of purchases the Buyer shall be deemed to accept the Terms and Conditions contained herein.
We do not operate a sale or return policy.
(a) We may alter prices to those current at the date of despatch. All prices quoted exclude VAT which is payable in addition. Prices quoted for 'draught' products are exclusive of rent or surcharge for equipment supplied with those products.
(b) The Buyer hereby agrees that in the event of any cheque being dishonoured or returned to the Seller’s Bank, unpaid for any reason, the Seller shall be entitled to debit the Buyer’s Account with the sum of £35.00 for each representation.
(c) In the event of an account being opened in the name of a Ltd. Company this Company reserves the right to require that one or more of the Directors of the Company enter into a personal guarantee with this Company guaranteeing payments of all monies which may have become due to this Company.
(d) If legal proceedings are issued against the buyer for any monies owed, the costs of so doing will be added to sums owed by the buyer. Prior to issue of a summons the sum of £100.00 will be added to the amount owed by the buyer. The buyer will also be responsible for third party collection costs as incurred by our chosen third party collection Agency. Minimum fee £25.00 +VAT will apply.
(e) We reserve the statutory right to invoke an interest charge, currently 10% per month, on all overdue accounts in accordance with The Late Payment of Commercial Debts (interest) Act 1998. Any invoice which is overdue by 45 days will be treated as late payment.
4. DELIVERY AND RISK
(a) Delivery dates are approximate only and do not form part of the contract. Delivery to your premises or those of your named ('Agent') will constitute delivery for the purposes of these Conditions except where yours or the Agent's premises are not on the mainland of England, Wales and Scotland when delivery to a shipping agent will constitute 'delivery'. All purchases are in any event subject to availability of stock supplies and labour and no liability will attach to us for any loss or damage including indirect or consequential loss (e.g. loss of profit or loss of contracts) of any kind arising out of any delay in delivery nor will any delay or failure in delivery or performance entitle you to refuse to accept any delivery or other performance of or to repudiate the contract. Each purchase is to be considered a separate transaction and the failure of any one purchase will not affect the rest of the contract.
(b) You will be deemed to have accepted products and being in accordance with your order unless we are notified at the time of purchase.
(c)Risk in the products passes when they are purchased. If you fail for any reason to take purchase on the due date (a) the purchase will be deemed to have taken place on the due date (b) risk in the products will pass to you and (c) you will indemnify us in respect of any loss or expense including storage and insurance charges arising from your failure.
(d) We will not be liable for any damage to property or vehicles arising from the delivery or collection of goods into the buyer's/ sellers premises. Delivery shall only be made to the kerbside at the stated delivery address. Time Wholesale Services (UK) Ltd. accepts no responsibility for any damages caused to the buyers property whatsoever. Loading the buyers vehicles is at the risk of the buyer and Time Wholesale Services (UK) Ltd. accepts no responsibility for damages caused to the vehicle.
(e) If the buyer invites the employees of the seller into his premises then the buyer shall be liable for any injury caused to the seller’s employees whilst on the buyer’s premises.
(a) Despite the earlier passing of risk, title in the products will remain with us until the amount due under the invoice for them has been paid in full. Until title passes, you will hold the products as bailee for us and will store or mark them so that they can at all times be identified as our property.
(b) You are licensed to sell the products and will immediately, on receipt of the proceeds of sale, remit to us the full purchase price of the products. Pending payment and the passing of title, the entire proceeds of sale will be held in trust for us and must be at all time identifiable as our money. We will be entitled, at any time before title passes, to terminate the licence and/or to repossess and sell the products and for that purpose to enter your premises. The License will cease automatically if an administrator or administrative receiver or receiver is appointed over any or your assets or if you allow a petition to be presented or pass a resolution for your winding up or otherwise become insolvent or make any arrangement or composition with your creditors.
(c) We will be entitled to maintain an action for the price of any products even though title in them has not passed to you. You will, if required, assign to us your rights against third parties to whom you have supplied products for which you have not been paid.
(d) The rights set out above are in addition to all rights and remedies otherwise available to us at law and/or in equity.
6. THIRD PARTY RIGHTS
Where products, containers, packaging or are manufactured and/or supplied to a recipe specification or instructions supplied by you warrant that such recipe specification or instructions will not result in the infringement of any rights (including without limitation any rights in respect of confidential information or trade secrets) belonging to a third party and will indemnify us in respect of any loss or expense (including legal fees) which we may incur in connection with any such claim or threatened claim by a third party.
(a) These Conditions contain all the terms under which contracts are entered into by us and except as specifically mentioned no warranty or condition as to description, condition, quality or suitability for purpose whether collateral to the contract or otherwise given (or deemed to have been given) or implied and any statutory or other warranty or condition whether express or implied and whether collateral to the contract or otherwise is hereby excluded.
(b) Products sold in the UK are intended only for sale and consumption in the UK. We accept no responsibility whatsoever or howsoever arising where products are exported from the UK regardless of whether we knew or ought to have known that the products were to be exported.
(c) We will not be liable to you (other than for death or personal injury resulting from our negligence) except in accordance with this Condition for any loss or damage of any kind arising from any breach of any express or implied warranty or condition of the contract or from any negligence or breach of statutory or other duty by us or in any other way in connection with the performance or purported performance of or failure to perform the contract.
(d) Where European Article Numbers Codes and Symbols (‘Codes’) are applied to our products we will not be liable for any loss or damage suffered by you arising out of the use of codes.
(e) You will indemnify us in respect of any loss or expense which we may incur in any actual threatened claim or action whether civil or criminal howsoever arising in connection with your failure to comply fully with your obligations under the contract with us or generally under statute or other legislation or codes of practice etc. whether or not incorporated in these Conditions or any other contract between us including but without limitation the Consumer Protection Act 1987 (as amended or modified from time to time) and any codes made under or by reference to it.
8. FORCE MAJEURE
We will not be liable for any delay or failure in the performance of our obligations under the contract caused by factors outside our control including but without limitation delay or failure in the performance of sub-contractors by reason of factors outside the control of the sub-contractors shortages of raw materials, supplies, labour and transport.
(a) No orders may be cancelled without our prior written consent and we may subcontract the performance of the contract in whole or in part.
(b) We may suspend or terminate the supply of products if you fail to make any payment or otherwise default in any of your obligations under the contract or any other agreement with us or become insolvent or have an administrator or administrative receiver or receiver appointed over your business or you are compulsorily or voluntarily wound up or if we in good faith believe that any of those events may occur.
(c) Any notice to be given under the contract will be in writing and telexed or forwarded by first class prepaid letter to the receiving party and will be deemed to have been given on the date of the telex or on the day following that on which the notice was posted.
(d) No goods shall be returned to the Seller without prior authorisation of the Seller.
(e) The construction and performance of these Conditions will be governed by English law and all disputes which may arise under, out of or in connection with or in relation to these Conditions or their subject matter will be referred to a single arbitrator in accordance with the Arbitration Act 1950 or any statutory modification or re-enactment of it for the time being in force.
(f) If the sum owed to the supplier remains outstanding, the supplier shall have the right to enter the purchasers premise and remove goods to the value of the sums outstanding on the purchasers account. The said goods whether supplied by Time Wholesale Services (UK) Ltd. or not shall be sold to reduce or extinguish the purchasers’ indebtedness to the supplier.
(g) You agree that you do not object to us contacting you for any of the above purposes whether by telephone, e-mail or in writing and you confirm that you do not and will not consider any of the above as being a breach of any of your rights under the Privacy and Electronic Communications (EC Directive) Regulations 2003