Terms of Business
These Terms and Conditions apply to all Services provided by us Midlands Catering Projects, a company registered in England and Wales under company number 13813364 whose registered office address is 17 Deer Park Road, Moulton Park Industrial Estate, Northampton, NN3 6RX (referred to as “we/us/our”).
1.2 Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following terms have the following meanings:
- “Acceptance” means the acceptance of our Proposal in writing, and the receipt by us of our requested deposit payment. Acceptance includes the acceptance of these Terms and Conditions;
- “Contract” means the contract formed upon your acceptance of our Proposal, as detailed in clause 2;
- “Client/You/Your” means you, the company purchasing the Goods or Services;
- “Design Fee” means the initial fees for the design drawings, specifications and visuals;
- “Goods” means the Goods which are to be supplied by us to you as specified in our Proposal;
- “Proposal” means our detailed and itemised project cost estimate for providing the design and installation for food service Goods and/or any other Services, which unless otherwise stated, remains open for acceptance for a period of 30 days and constitutes our entire scope of works;
- “Services” means the design services to be provided by us to you as detailed in our Proposal.
1.2 Each reference in these Terms and Conditions to:
- 1.2.1“writing” and “written” includes emails;
- 1.2.3a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
- 1.2.4“these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;
- 1.2.5a clause is a reference to a clause of these Terms and Conditions; and
- 1.2.6a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
1.3 The headings used in these Terms and Conditions are for convenience only and will have no effect on their interpretation.
1.4 Words imparting the singular number shall include the plural and vice versa. References to persons shall include corporations.
2 How the Contract is Formed
2.1These Terms and Conditions govern the sale of all Goods and Services provided by us and will form the basis of the Contract between you and us.
2.2Following our initial consultation and site survey we will detail the Design Fee cost This is payable before the release of any specifications and/or drawings.
2.3At the time of survey, the site should be made available and fully accessible and our Proposal will be based on any findings at this time. Any dimensions provided by the Client are subject to re-measurement.
2.4A legally binding Contract between you and us will be created when we receive Acceptance of our Proposal. Before accepting our Proposal, please ensure that you have read these Terms and Conditions carefully. If you are unsure about any part of these Terms and Conditions, please ask us for clarification. No terms or conditions issued or referred to by you in any form will in any way vary or add to these Terms and Conditions unless we agree otherwise in writing.
2.5Our Proposal is based on the information provided to us at the time we prepare it. If any errors or discrepancies become evident which affect our price, we reserve the right to make adjustments to it.
3.1We will ensure that our Services are provided with reasonable care and skill and in accordance with best trade practice.
3.2We shall provide the drawings / specifications as detailed in the Proposal. Any such material is intended for illustrative purposes only and is not intended to provide an exact specification of the works to be provided, nor to guarantee specific results.
3.3Any re-drawings, major amendments and works required outside of our normal working hours or any additional visits required above the allowance included for in our Proposal will be chargeable at our usual rate applicable at the time.
3.4If you require any additional Goods or Services after accepting our Proposal, we reserve the right to provide you with a further Proposal, which must be accepted by you in writing before we will proceed.
3.5We may work from developers’ or architects’ plans at your request. These will be based on the relevant developer’s specification and measurements. All decisions relating to the final design and build are your and the developer’s responsibility. We will have no liability where we have relied on measurements provided to us where these are found to be incorrect.
3.6Any plans we provide will be to-scale where possible however, it is your responsibility to check all dimensions and measurements set out in the plans.
3.7If we are asked to provide specialist plans, including but not limited to lighting, heating, air conditioning, flooring or other plans, we will produce these as guidance only from a design point of view. It will be the relevant contractor’s responsibility to ensure the work from the plans we have created is safe, practical, and in line with current regulation.
3.8We will provide our designs and plans digitally and have included for this in our Proposal. If you require printed materials, or a different format to that in our Proposal, we will charge for our costs in providing these.
3.9Due to the variety of materials and processes used, we cannot guarantee to exactly match colour references provided by you. Additionally, certain colours may look different to the actual colour of the Goods when viewed on an electronic device. Whilst every effort is made to match as closely as possible to these colour references, we cannot be held liable for inconsistencies or for any loss or costs that may arise as a result.
3.10Any timescales we provide are for guidance only and are not of the essence of the Contract.
3.11We may provide suggestions for products or other services to be provided as part of your project. You are under no obligation to accept these suggestions but if you decide to, you will need to ensure the relevant supplier is suitable for your needs. A separate contractual relationship will be created between you and the supplier, under separate terms and conditions. You will be responsible for making arrangements and paying the supplier directly and they will be liable to you directly for their actions or inactions.
3.12As part of CDM 2015 requirements, as the client you are responsible for making suitable arrangements for managing a project, including: Other duty-holders are appointed as appropriate & sufficient time and resources are allocated. As well as making sure relevant information is prepared and provided to other duty-holders the principal designer and principal contractor carry out their duties & welfare facilities are provided.
4 Goods and Services
4.1Once you have accepted our Proposal for the Goods and Services, we may arrange an appointment for visit to the property of the proposed Services so that we may satisfy ourselves of the technical viability of the Services.
4.2We will require you to grant us unrestricted access to the property at all reasonable times for the purposes of taking measurements and of carrying out the Services the subject of this Agreement.
4.3We will provide the Installation in accordance with the design and specification set out in the accepted Proposal (as may be amended by agreement between you and us from time to time).
4.4It is your responsibility to ensure removal of any old goods in advance, should this not be the case, we may rearrange installation which shall incur additional fees.
4.5We will ensure that the Installations are performed with reasonable care and skill and to a reasonable standard which is consistent with best trade practice, we shall ask for the works to be signed off upon completion so you must ensure authorised personnel are available at the site at all times.
4.6We are not liable to carry out any decorating work, but will ensure that no parts of the property suffer damage as a result of our provision of the Services. This does not apply to damage caused to any existing decorations which is reasonably commensurate with the carrying out of works in the usual way. We will make good any other damage that occurs at no additional expense to you, as soon as is reasonably possible.
4.7It is your responsibility to ensure we can gain access to the property on the agreed dates and at the agreed times. You must also provide us with suitable access to the relevant parts of the property. We require a minimum of 48 hours’ notice if the agreed day or time is to be changed. If we receive less than 48 hours’ notice, we reserve the right to charge for any delays, any aborted visit and for any costs incurred by us.
4.8We reserve the right to charge for storage if you fail to take delivery of the Goods or any part of them on the agreed date, and should we store your goods for a period of 6 months 4 weeks or more, we reserve the right to resell your Goods.
5 Risk and title
5.1The responsibility (sometimes referred to as the “risk”) for the Goods remains with us until they have been delivered to or collected by you in accordance with clause 4, at which point it will pass to you. You will be responsible for the protection and insurance of such Goods and shall be liable for any damage that may occur from that point.
5.2Until full payment has been made in accordance with our Proposal we shall remain the legal and equitable owner of the Goods and may retake them at any time.
6 Price and Payment
6.1Upon Acceptance of our supply and installation Proposal, a percentage of the Design Fee where agreed will be deducted from the quoted amount.
6.2Design Fee is payable at 100% at the commencement of each stage in accordance with Clause 2.2
6.3Our standard Project Cost payment terms are as follows and based on our agreed handover date:
- 6.3.150% of the quoted amount is payable once our Proposal is accepted. We will be unable to commence the works until this deposit has been paid in full;
- 6.3.2 40% of the quoted amount is payable 14 days prior to the handover date. We will be unable to commence the installation until this deposit has been paid in full;
- 6.3.3 The remaining balance is due 30 days after completion.
6.4We reserve the right to issue the final invoice at any time if the Services are delayed through no fault of our own. We also reserve the right charge part payments as the Services progress or to request 100% of the quoted fee up front at our sole discretion, and will specify this in the Proposal.
6.5You will be deemed to have accepted the Goods and Services 48 hours after delivery. If they are incorrect or otherwise unsuitable, we must be notified within 48 hours of any defects or damage.
6.6We reserve the right to charge for expenses, mileage and travelling time to attend site visits at your request. Should we incur any additional costs due to material price increases or any other reasons outside of our control we reserve the right to pass these costs onto you.
6.7Any Prices we provide are exclusive of VAT, delivery costs and any other taxes or levies which are imposed or charged by any competent authority these shall be payable as detailed in our Proposal.
6.8If you do not make payment to us by the due date, we will stop providing our Services and will charge you interest on the overdue sum at the rate of 8% per annum above the Bank of England base lending rate from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, both before or after judgment. Invoices shall still be payable and therefore interest on overdue accounts will apply if you have contacted us to dispute an invoice.
7.1Subject to the provisions of clause 10, in the event of cancellation, you may be required to pay the full quoted amount, and cancellation costs as advised by us which will become immediately due and payable.
Either Party may cancel the Contract immediately if the other:
7.2has committed a material breach of this Contract, unless such breach is capable of remedy, in which case this right to terminate will be exercisable if the other Party has failed to remedy the breach within 14 days after a written notice to do so; or
- 7.2.1has committed a material breach of this Contract, unless such breach is capable of remedy, in which case this right to terminate will be exercisable if the other Party has failed to remedy the breach within 14 days after a written notice to do so; or
- 7.2.2goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.
7.3Cancellation of the Contract for any reason will not affect the rights and liabilities of the Parties already accrued at that time and any clauses that are stated to continue in force after termination will not be affected.
8 Risk and Title
8.1All Goods supplied by us shall remain our property until full payment of our contract value is received. Until title passes:
- 7.2.1we, our agents and employees shall be entitled at any time and without the need to give notice, enter upon any property upon which the Goods or any part are stored, or upon which we reasonably believe them to be kept for the purpose of removing said Goods;
- 7.2.3you shall store and mark the Goods in a manner reasonably satisfactory to us indicating that title to the materials remains vested in us;
- 7.2.4you shall insure the Goods to their full replacement value; and
- 7.2.5irrespective that title to the Goods remains with us, risk in the Goods shall pass to you upon delivery.
9.1Provided payment has been made in accordance with clause 6, and once the Goods have been delivered and installed, all Goods shall be granted a guarantee in accordance with the manufacturers’ warranty.
9.2If any defects appear due to no fault of yours during this period, we will rectify any and all such defects at no cost to you. Any Materials or Goods supplied by us shall be subject to the extents and limits of the warranty provided to us by the manufacturer’s guarantee or warranty.
9.3This warranty is subject to:
- 9.3.1 payment having been received by us in full in accordance with clause 8;
- 9.3.2 you providing written notice to us within 24 hours of becoming aware of any such defect; and
- 9.3.3 you following all instructions issued by us upon completion of the works, including cleaning instructions and where relevant, staff training.
9.4We accept no liability in respect of the following:
- 9.3.1 damage due to causes beyond our control including, but not limited to, accident, misuse, faults or premature deterioration which result from your failure to comply with our maintenance instructions;
- 9.3.2 cosmetic damage or deterioration arising out of normal wear and tear – inclusive of sun damage; or
- 9.3.3 goods that are not supplied by us.
10 Our Liability
10.1We will be responsible for any foreseeable loss or damage that you may suffer as a result of our breach of these Terms and Conditions or as a result of our negligence. Loss or damage is foreseeable if it is an obvious consequence of our breach or negligence or if it is contemplated by you and us when the Contract is created. We will not be responsible for any loss or damage that is not foreseeable
10.2We will not be responsible to you for any indirect or consequential losses including, but not limited to, any loss of profit, loss of business, interruption to business or loss of any business opportunity. In the event of a breach by us of our express obligations under these Terms and Conditions, your remedies will be limited to damages, which in any event, will not exceed the fees paid by you for the Goods and Services.
10.3Nothing in these Terms and Conditions seeks to exclude or limit our liability for death or personal injury caused by our negligence (including that of our employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
11 Intellectual Property Rights
11.1We own (and retain) all intellectual property rights subsisting in any and all designs we create.
11.2Provided payment is made in accordance with the terms of payment above, we will grant you a non-exclusive licence to use the intellectual property the subject of the Contract, only for the purposes for which we are engaged by you. The licence will become effective once the final design is provided. You may not sub-licence these intellectual property rights without our prior written permission.
11.3We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of our intellectual property rights.
11.4Any licence granted shall be automatically revoked if you breach any of these terms and conditions or if the Contract is cancelled in accordance with clause 7.
11.5The licence will apply only to the final design and will not extend to any draft concepts, or designs. These cannot be used without our express permission.
11.6You warrant that any document given to us will not cause us to infringe the intellectual property or other legal rights of any third party.
11.7We reserve the right to use any design created by us and take photographs of the property for our own promotional purposes. Please advise us when accepting our Proposal if you do not agree to this.
12Sub-Contracting and Assignment: We shall be free to sub-contract any of our obligations under these Terms and Conditions provided that any and all sub-contractors are reasonably skilled in the relevant practices and provided that no additional charges are passed on to you. You shall not be entitled to assign the benefits under this Contract without our prior written consent, which shall not be unreasonably withheld.
13Events Outside of Our Control (Force Majeure): We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism or war, governmental action, epidemic or other natural disaster, pandemic, or any other event that is beyond our control.
14How We Use Your Personal Information: All personal information that we may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the Data Protection Act 2018 (“DPA”) and your rights under the DPA.
15Other Important Terms
15.1We may transfer (assign) our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if we sell our business). If this occurs you will be informed by us in writing. Your rights under these Terms and Conditions will not be affected and our obligations under these Terms will be transferred to the third party who will remain bound by them.
15.2You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without our express written permission.
15.3The Contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
15.4If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) will be deemed severed from the remainder of these Terms and Conditions and the remainder will be valid and enforceable.
15.5No failure or delay by us in exercising any of our rights under these Terms and Conditions means that we have waived that right, and no waiver by us of a breach of any provision of these Terms and Conditions means that we will waive any subsequent breach of the same or any other provision.
16Governing Law and Jurisdiction
16.1These Terms and Conditions (and the Contract), including any non-contractual matters and obligations arising from them or associated with them, will be governed by, and construed in accordance with, the laws of England and Wales.
16.2Any dispute, controversy, proceedings or claim between us and you relating to these Terms and Conditions (or the Contract) (including any non-contractual matters and obligations arising from them or associated with them) will fall within the jurisdiction of the courts of England and Wales.