STANDARD TERMS AND CONDITIONS FOR SUPPLY OF GOODS AND SERVICES OF  LITTLE HAVANA COFFEE THE COFFEE STORE LEITH LIMITED 

 

1 DEFINITIONS 

In this document the following words shall have the following meanings: 

1.1 “Agreement” means these Terms and Conditions together with the terms of any  applicable Specification Document; 

1.2 “Customer” means the organisation or person who purchases goods and services  from the Supplier; 

1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs,  copyright, trade marks, know-how and all other forms of intellectual property  wherever in the world enforceable; 

1.4 “Specification Document” means a statement of work, quotation or other similar  document describing the goods and services to be provided by the Supplier; 

1.5 “Supplier” means Little Havana Coffee Store ; The Coffee Store Leith ltd 94 Leith Walk Edinburgh EH6 5HB

2 GENERAL 

2.1 These Terms and Conditions shall apply to all contracts for the supply of goods and  services by the Supplier to the Customer.  

2.2 Before the commencement of the services the Supplier shall submit to the Customer  a Specification Document which shall specify the goods and services to be supplied  and the price payable. The Customer shall notify the Supplier immediately if the  Customer does not agree with the contents of the Specification Document. All  Specification Documents shall be subject to these Terms and Conditions. 

2.3 The Supplier shall use all reasonable endeavours to complete the services within  estimated time frames but time shall not be of the essence in the performance of any  services. 

3 PRICE AND PAYMENT 

3.1 The price for the supply of goods and services are as set out in the Specification  Document. The Supplier shall invoice the Customer upon receipt of the signed  Specification Document and in the case of services to be supplied, at regular intervals  as defined therein. 

3.2 Invoiced amounts shall be due and payable within according to the terms set out on  the invoice. The Supplier shall be entitled to charge interest on overdue invoices from  the date when payment becomes due from day to day until the date of payment at a  rate of 8% per annum above the base rate of the Bank of England. In the event that 

the Customer’s procedures require that an invoice be submitted against a purchase  order to payment, the Customer shall be responsible for issuing such purchase order  before the goods and services are supplied.

4 SPECIFICATION OF THE GOODS 

All goods shall be required only to conform to the specification in the Specification  Document. For the avoidance of doubt no description, specification or illustration  contained in any product pamphlet or other sales or marketing literature of the  Supplier and no representation written or oral, correspondence or statement shall  form part of the contract. 

5 DELIVERY 

5.1 The date of delivery specified by the Supplier is an estimate only. Time for delivery  shall not be of the essence of the contract and the Supplier shall not be liable for any  loss, costs, damages, charges or expenses caused directly or indirectly by any delay  in the delivery of the goods.  

5.2 All risk in the goods shall pass to the Customer upon delivery. 

6 TITLE  

Title in the Goods shall not pass to the Customer until the Supplier has been paid in  full for the Goods. 

7 CUSTOMER`S OBLIGATIONS 

7.1 To enable the Supplier to perform its obligations under this Agreement the Customer  shall: 

7.1.1 co-operate with the Supplier; 

7.1.2 provide the Supplier with any information reasonably required by the  Supplier;  

7.1.3 obtain all necessary permissions and consents which may be required before  the commencement of the services; and 

7.1.4 comply with such other requirements as may be set out in the Specification  Document or otherwise agreed between the parties. 

7.2 The Customer shall be liable to compensate the Supplier for any expenses incurred  by the Supplier as a result of the Customer’s failure to comply with Clause 7.1. 

7.3 Without prejudice to any other rights to which the Supplier may be entitled, in the  event that the Customer unlawfully terminates or cancels the goods and services  agreed to in the Specification Document, the Customer shall be required to pay to the  Supplier as agreed damages and not as a penalty the full amount of any third party  costs to which the Supplier has committed and in respect of cancellations on less  than five working days’ written notice the full amount of the goods and services  contracted for as set out in the Specification Document, and the Customer agrees this  is a genuine pre-estimate of the Supplier’s losses in such a case. For the avoidance  of doubt, the Customer’s failure to comply with any obligations under Clause 7.1 shall  be deemed to be a cancellation of the goods and services and subject to the payment  of the damages set out in this Clause. 

7.4 In the event that the Customer or any third party, not being a sub-contractor of the  Supplier, shall omit or commit anything which prevents or delays the Supplier from  undertaking or complying with any of its obligations under this Agreement, then the  Supplier shall notify the Customer as soon as possible and: 

7.4.1 the Supplier shall have no liability in respect of any delay to the completion of  any project;

7.4.2 if applicable, the timetable for the project will be modified accordingly; 

7.4.3 the Supplier shall notify the Customer at the same time if it intends to make  any claim for additional costs. 

8 ALTERATIONS TO THE SPECIFICATION DOCUMENT 

8.1 The parties may at any time mutually agree upon and execute new Specification  Documents. Any alterations in the scope of goods and/or services to be provided  under this Agreement shall be set out in the Specification Document, which shall  reflect the changed goods and/or services and price and any other terms agreed  between the parties. 

8.2 The Customer may at any time request alterations to the Specification Document by  notice in writing to the Supplier. On receipt of the request for alterations the Supplier  shall, within 5 working days or such other period as may be agreed between the  parties, advise the Customer by notice in writing of the effect of such alterations, if  any, on the price and any other terms already agreed between the parties. 

8.3 Where the Supplier gives written notice to the Customer agreeing to perform any  alterations on terms different to those already agreed between the parties, the  Customer shall, within 5 working days of receipt of such notice or such other period  as may be agreed between the parties, advise the Supplier by notice in writing  whether or not it wishes the alterations to proceed. 

8.4 Where the Supplier gives written notice to the Customer agreeing to perform  alterations on terms different to those already agreed between the parties, and the  Customer confirms in writing that it wishes the alterations to proceed on those terms,  the Specification Document shall be amended to reflect such alterations and  thereafter the Supplier shall perform this Agreement upon the basis of such amended  terms. 

9 WARRANTY 

9.1 The Supplier warrants that as from the date of delivery for a period of 12 months the  goods and all their component parts, where applicable, are free from any defects in  design, workmanship, construction or materials. 

9.2 The Supplier warrants that the services performed under this Agreement shall be  performed using reasonable skill and care, and of a quality conforming to generally  accepted industry standards and practices. 

9.3 Except as expressly stated in this Agreement, all warranties whether express or  implied, by operation of law or otherwise, are hereby excluded in relation to the goods  and services to be provided by the Supplier. 

10 INDEMNIFICATION 

The Customer shall indemnify the Supplier against all claims, costs and expenses  which the Supplier may incur and which arise, directly or indirectly, from the  Customer’s breach of any of its obligations under this Agreement, including any  claims brought against the Supplier alleging that any goods and/or services provided  by the Supplier in accordance with the Specification Document infringes a patent,  copyright or trade secret or other similar right of a third party.

11 LIMITATION OF LIABILITY 

11.1 Except in respect of death or personal injury due to negligence for which no limit  applies, the entire liability of the Supplier to the Customer in respect of any claim  whatsoever or breach of this Agreement, whether or not arising out of negligence,  shall be limited to the price paid by the Customer to which the claim relates. 

11.2 In no event shall the Supplier be liable to the Customer for any loss of business, loss  of opportunity or loss of profits or for any other indirect or consequential loss or  damage whatsoever. This shall apply even where such a loss was reasonably  foreseeable or the Supplier had been made aware of the possibility of the Customer  incurring such a loss. 

11.3 Nothing in these Terms and Conditions shall exclude or limit the Supplier’s liability for  death or personal injury resulting from the Supplier’s negligence or that of its  employees, agents or sub-contractors. 

12 TERMINATION 

Either party may terminate this Agreement forthwith by notice in writing to the other if: 

12.1 the other party commits a material breach of this Agreement and, in the case of a  breach capable of being remedied, fails to remedy it within 30 calendar days of being  given written notice from the other party to do so;  

12.2 the other party commits a material breach of this Agreement which cannot be  remedied under any circumstances;  

12.3 the other party passes a resolution for winding up (other than for the purpose of  solvent amalgamation or reconstruction), or a court of competent jurisdiction makes  an order to that effect;  

12.4 the other party ceases to carry on its business or substantially the whole of its  business; or 

12.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes  to make any arrangement or composition with its creditors; or a liquidator, receiver,  administrative receiver, manager, trustee or similar officer is appointed over any of its  assets. 

13 INTELLECTUAL PROPERTY RIGHTS 

All Intellectual Property Rights produced from or arising as a result of the  performance of this Agreement shall, so far as not already vested, become the  absolute property of the Supplier, and the Customer shall do all that is reasonably  necessary to ensure that such rights vest in the Supplier by the execution of  appropriate instruments or the making of agreements with third parties. 

14 FORCE MAJEURE 

Neither party shall be liable for any delay or failure to perform any of its obligations if  the delay or failure results from events or circumstances outside its reasonable  control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire,  the act or omission of government, highway authorities or any telecommunications  carrier, operator or administration or other competent authority, or the delay or failure  in manufacture, production, or supply by third parties of equipment or services, and  the party shall be entitled to a reasonable extension of its obligations after notifying  the other party of the nature and extent of such events.

15 INDEPENDENT CONTRACTORS 

The Supplier and the Customer are contractors independent of each other, and  neither has the authority to bind the other to any third party or act in any way as the  representative of the other, unless otherwise expressly agreed to in writing by both  parties. The Supplier may, in addition to its own employees, engage sub-contractors  to provide all or part of the services being provided to the Customer and such  engagement shall not relieve the Supplier of its obligations under this Agreement or  any applicable Specification Document. 

16 ASSIGNMENT 

The Customer shall not be entitled to assign its rights or obligations or delegate its  duties under this Agreement without the prior written consent of the Supplier. 

17 SEVERABILITY 

If any provision of this Agreement is held invalid, illegal or unenforceable for any  reason by any Court of competent jurisdiction such provision shall be severed and the  remainder of the provisions herein shall continue in full force and effect as if this  Agreement had been agreed with the invalid illegal or unenforceable provision  eliminated. 

18 WAIVER 

The failure by either party to enforce at any time or for any period any one or more of  the Terms and Conditions herein shall not be a waiver of them or of the right at any  time subsequently to enforce all Terms and Conditions of this Agreement. 

19 NOTICES 

Any notice to be given by either party to the other may be served by email, fax,  personal service or by post to the address of the other party given in the Specification  Document or such other address as such party may from time to time have  communicated to the other in writing, and if sent by email shall unless the contrary is  proved be deemed to be received on the day it was sent, if sent by fax shall be  deemed to be served on receipt of an error free transmission report, if given by letter  shall be deemed to have been served at the time at which the letter was delivered  personally or if sent by post shall be deemed to have been delivered in the ordinary  course of post. 

20 ENTIRE AGREEMENT 

This Agreement contains the entire agreement between the parties relating to the  subject matter and supersedes any previous agreements, arrangements,  undertakings or proposals, oral or written. Unless expressly provided elsewhere in  this Agreement, this Agreement may be varied only by a document signed by both  parties. 

21 NO THIRD PARTIES 

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party. 22 GOVERNING LAW AND JURISDICTION 

This Agreement shall be governed by and construed in accordance with the law of  England and the parties hereby submit to the exclusive jurisdiction of the English courts.