Online Stock User Guide (1.4mb)
Terms & Conditions of Storage
1. Definitions
In these terms, the following words shall have the following meanings:-
"Contract" means a contract between You and Us in relation to the Storage;
"Force Majeure" means any circumstances beyond Our reasonable control (including, without limitation, war, terrorist act, serious adverse weather, explosion, fire, accident, difficulties in obtaining labour, fuel, parts or machinery, power failure or breakdown in machinery, government actions, seizure or forfeiture under legal process, riot, civil commotion and any strike, lock-out or other form of industrial action or labour dispute);
"Goods" means goods, whether a single item or bulk items and including pallets, parcels, packages and containers, to be stored by Us on Your behalf;
"Order" means an Order placed by You with Us;
"Storage" means the storage services supplied by Us to You under a Contract;
"Storage Period" means the period during which the Goods are stored on Our premises pursuant to these terms;
"Our" means David Price Food Services Limited whose register office is at Kittiwake Close, Silverlink Business Park, Wallsend, Tyne and Wear, NE28 9ND, being the carrier under the Contract, and the terms "Us" and "We" shall be construed accordingly;
"You" means you, being the purchaser of Storage, and the terms "Your" shall be construed accordingly.
2. Basis of Contract
2.1 - An Order shall be accepted entirely at Our discretion by means of Our standard order acknowledgment form or such other means as we shall choose and if accepted will only be accepted on the basis of these terms which shall govern the Contract to the exclusion of any other terms.
2.2 - Each Order which is so accepted shall constitute a separate legally binding contract between You and Us.
2.3 - No addition, alteration or substitution of these terms will form part of a Contract unless expressly authorised in writing by a person authorised to sign on Our behalf.
2.4 - You shall be responsible to Us for ensuring the accuracy of the terms of any Order submitted by You and for checking and ensuring the accuracy of any order acknowledgment form issued by Us.
2.5 - You warrant that You are the owner of all Goods or are authorised by the owner of all Goods to accept these terms on the owner's behalf.
3. Receipt and Presentation of Goods
3.1 - On receipt of the Goods We shall, if You so require, sign a document acknowledging receipt of the Goods, provided that signature of such document shall not at any time be deemed to be evidence of the condition or accuracy of the nature, quantity, weight or quality of the Goods at the time at which it is received by Us and the burden of proof in relation to such matters shall at all times rest with You.
3.2 - On receipt of the Goods and at any time during the Storage Period, We shall be entitled to break bulk and open packages for inspection purposes, without incurring any liability to You.
3.3 - The Goods are to be presented in such form and at such temperature so as to comply with all relevant laws and regulations.
3.4 - Subject to condition 3.3 above (which shall at all times prevail over this condition 3.4), the Goods are to be presented:-
3.4.1 - in good and wholesome condition;
3.4.2 - together with written information as to any special treatment of the Goods necessitated by the nature or condition of the Goods, the temperature at which they are to be stored (which shall be Frozen or Chilled as defined at condition 3.6 below, or such other temperature as agreed between You and Us in advance of the Storage Period), and any statutory duties specific to the Goods or part of them with which We may need to comply (provided that We shall only be obliged to adopt special treatment of the Goods or part of them where We have agreed prior to Our receipt of the Goods to adopt such treatment);
3.4.3 - neatly on four way entry pallets (1000mm x 1200mm) or on standard European pallets (1000mm x 800mm), as agreed by Us prior to the Storage Period;
3.4.4 - at a temperature no higher than that at which We have agreed to store the Goods;
3.4.5 - clearly marked as to pack size, description, brand, best before date, Your name and (if different) the owner's name;
3.4.6 - of a height (including pallet) of not more than 1675mm; and
3.4.7 - securely and properly packed and packaged.
3.5 - In the event that You fail to comply with any provision of condition 3.4, we shall be entitled at Our discretion to refuse to store the Goods and in the event that such failure becomes apparent during the Storage Period, We shall give You 7 days' notice to remove the Goods and if You fail do so within such period, or if We consider speedier removal of the Goods to be necessary, We shall be entitled (at Our discretion) to remove the Goods from Our premises, to destroy or return them to You and to charge You for any and all costs incurred by Us in so doing.
3.6 - The following terms shall have the following meanings where used by Us in relation to a Contract:-
3.6.1 - Frozen -18 degrees Centigrade or below; and
3.6.2 - Chilled -+2 degrees Centigrade; or such temperature as shall reflect up to 2 degrees Centigrade variance above or below +2 degrees Centigrade.
3.7 - We shall only be obliged to apply special treatment to the Goods where We have agreed that We shall apply such special treatment prior to entering into the Contract, and in the absence of such agreement We shall be entitled to treat the Goods as we consider appropriate in order to preserve them, provided that We shall not at any time be liable for the suitability of the treatment used.
4. Stock Levels
We shall not maintain stock records other than for Our own purposes and accordingly You are advised to maintain Your own records in relation to the Goods stored at Our premises.
5. Price and Payment
5.1 - The price for Storage shall be the price as calculated in accordance with Our Charge Price Matrix current at the date of acceptance of the Order.
5.2 - We reserve the right by giving notice in writing to You at any time to increase the price for Storage in accordance with condition 5.3 below, or to reflect any increase in cost to Us which is beyond Our control (such as, without limitation, any foreign exchange fluctuations, currency regulation, alteration of duties, significant increase in the cost of labour), any change to the Storage Period or to the quantities of Goods to be Stored requested by You, or any change which is due to any failure by You to give Us adequate information or instructions.
5.3 - We shall be entitled to charge You a reasonable sum in addition to the price in the event that You specifically request that the Goods are to be:-
5.3.1 - stored so as to be individually identifiable;
5.3.2 - transferred to a third party pursuant to condition 12.2 and as a result We incur additional cost; or
5.3.3 - insured pursuant to condition 6 below.
5.4 - The price is exclusive of any applicable value added tax, which shall be payable by You in addition.
5.5 - We shall invoice You for the price at times during the Storage Period and thereafter at such times as shall be notified to You, unless the Goods are removed from Our premises pursuant to condition 3.5 above, in which case We shall be entitled to invoice You for the full amount at any time after we have notified You that We require removal of the Goods from Our premises.
5.6 - You shall pay the price for Storage without deduction or set off within 30 working days of the end of month in which Our invoice is dated and We shall be entitled to recover the price notwithstanding that the Storage Period may not have expired.
5.7 - The time of payment of the price shall be of the essence of the Contract.
5.8 - If You fail to make any payment on the due date then, without prejudice to any other right or remedy available to Us, We shall immediately be entitled to:
5.8.1 - cancel the Contract;
5.8.2 - refuse further Storage of Goods on your behalf;
5.8.3 - sell any Goods or part Goods owned by You and in Our possession pursuant to a general lien which We shall at all times have against You for any and all monies owed by You to Us, as Your agent at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to You for the excess over the Contract price or charge You for any shortfall below the Contract price;
5.8.4 - appropriate any payment made by You pursuant to any contract between You and Us as We may think fit; and/or
5.8.5 - claim interest and/or compensation for reasonable debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.
6. Risk
6.1 - Except as otherwise provided in this condition 6, risk of damage to or loss of the Goods whilst on Our premises shall at all times remain with You.
6.2 - Subject to condition 6.3 below, We will not insure the Goods whilst on Our premises and You are advised to take out Your own insurance in respect of any loss or damage to the Goods whilst on Our premises.
6.3 - We may agree at Our discretion to insure the Goods whilst on Our premises provided that You make such request prior to entering into a Contract in respect of the Goods and further provided that We shall at all times be entitled to refuse such a request.
6.4 - Where, under condition 6.3 above, we agree to insure the Goods whilst on Our premises, We shall be entitled to charge You a reasonable sum in addition to the price to reflect the cost to Us of carrying such insurance.
7. Liability
7.1 - Subject to the following provisions of this condition 7, We shall accept liability for loss or damage to the Goods directly attributable to Our negligence or wrong-doing.
7.2 - Subject to the following provisions of this condition 7, We shall not be liable for any damage to or loss of the Goods unless You have notified Us of such damage or loss within 7 working days of the Storage Period or (where the damage or loss was not apparent on reasonable inspection) within a reasonable time after discovery of the damage or loss. If You do not notify Us accordingly, We shall have no liability for such damage or loss and You shall be bound to pay the Contract price as if Storage had been carried out in accordance with the Contract.
7.3 - Where any valid claim for damage or loss is notified to Us in accordance with condition 7.2 above, We shall be entitled at Our discretion:-
7.3.1 - to refund to You the Contract price (or a proportionate part of the Contract price); or
7.3.2 - to account to You for the value of the Goods or part of them actually lost or damaged following which We shall have no further liability to You.
7.4 - We shall not be liable for any physical loss or damage to the Goods where:
7.4.1 - You failed to give Us adequate instructions for treatment of the Goods;
7.4.2 - the total price for Storage has not been paid by the due date for payment;
7.4.3 - the Goods have deteriorated or reduced in bulk and/or weight due to causes outside Our reasonable control, including by reason of natural deterioration;
7.4.4 - a fault or defect existed at the time at which We received the Goods; and/or
7.4.5 - the Goods have been insufficiently or inappropriately packaged or labelled.
7.5 - Except in respect of death or personal injury caused by Our negligence, and except as otherwise provided in these terms, We shall not be liable to You by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit, goodwill or otherwise), costs, expenses, revenue, anticipated savings or other claims for compensation whatsoever (whether caused by the negligence of Us, Our employees, agents or otherwise) which arises out of or in connection with the Storage.
7.6 - Nothing in these terms shall be construed as limiting or excluding Our liability for death or personal injury caused by Our negligence, or Our liability for any fraudulent misrepresentation on Our part.
8. Indemnity
You shall indemnify Us against any and all liability and costs incurred by Us (including but not limited to fines, penalties, damages, expenses, cost awards, loss of or damage to Our premises or to other goods stored) arising directly or indirectly as a result of any failure to comply with conditions 3.3 or 3.4 above.
9. Force Majeure
We shall not be liable to You or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Our obligations in relation to Storage if the delay or failure was due to an event of Force Majeure.
10. Transport
If We agree to deliver or collect the Goods before or after the Storage Period, Our Terms of Transport current at the time of such delivery and/or collection shall apply. Copies of Our Terms of Transport are available upon request.
11. Cancellation and Termination
11.1 - You shall not be entitled to cancel a Contract and if You purport to do so You shall indemnify Us for all losses, costs and expenses incurred by Us up to and including the date of cancellation in relation to such Contract.
11.2 - You are required to give Us three months' written notice in the event that You no longer wish Us to store Goods on Your behalf, during which period We shall continue to store Goods on your behalf on these terms, and at the expiry of such period, provided that all payments due from You to Us have been made in full, neither You nor We shall have any further obligation or liability to the other under these terms or otherwise.
12. General
12.1 - We shall be entitled to subcontract the whole or any part of Our obligations under the Contract to any third party which We may at Our absolute discretion determine, and for such purposes We shall be entitled to transfer the Goods between stores, provided that any subcontract shall not relieve Us of Our obligations under these terms.
12.2 - You shall only be entitled to assign your rights and obligations under this Agreement (for example, where You have transferred ownership to the Goods) with Our prior written consent, a condition of which shall be that You provide Us with written confirmation from the assignee that the assignee agrees to be bound by these terms in their entirety (including in relation to any right of lien over the Goods), and provided that We shall at all times be entitled to pursue You for any monies due under a Contract which is assigned pursuant to this clause 12.2 where payment in relation to such Contract is not received in full.
12.3 - Any notice required or permitted to be given by either party to the other under these terms shall be given in writing and addressed to the other party at its registered office, principal place of business or at such other address as may be notified to the other party from time to time.
12.4 - No waiver by Us of any breach of the Contract by You shall be considered a waiver of any subsequent breach of the same or any other provision.
12.5 - If any provision of these terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and the remainder of the provisions in question shall not be affected.
12.6 - A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Contract.
12.7 - The Contract shall be governed by and construed in accordance with the laws of England and You agree to submit to the non exclusive jurisdiction of the English courts.