- 1. Definitions
"the Services" means those services which Dump De Fridge has specified in its proposal to the Customer. "the Price" means the price which Dump De Fridge has specified in its proposal to the Customer for the supply of the Services. "Input Materials" means all those items of data, goods and associated documentation that are required to be provided by the Customer to Dump De Fridge in order that Dump De Fridge may carry out the agreed Services. "Output Materials" means all those items of data (whether on magnetic or other medium) and associated documentation which are to be provided by Dump De Fridge to the Customer as part of the agreed Services.
- 2. Application of Terms and Conditions
2.1 These terms and conditions form an integral part of every order or contract or ("Contract") agreement for the supply of data and/or materials and/or information and/or services and/or software ("the Services") Dump De Fridge /or its subsidiaries and/or its associated companies to the Customer.
2.2 Any Services shall be provided only on the terms and conditions set out herein. They shall apply in place of and prevail over any other terms and conditions unless otherwise agreed in writing by a Director of Dump De Fridge.
2.3 Specifications and prices will be valid for 30 days unless specifically stated otherwise in any written quotation.
2.4 Dump De Fridge reserves the right to vary any Contract price at any time to take account of:
i) any alteration made in the specification upon which the Contract is based;
ii) special deliveries or part deliveries or any other variation of the original order made at the request of the Customer;
iii) any extra cost borne by Dump De Fridge as a result of any Government legislation.
2.5 This agreement shall not be assignable by either party.
2.6 Dump De Fridge shall have the right to sub-contract any of its duties or obligations under this Agreement.
- 3. Price and Payment
3.1 Unless otherwise specified the Price and any other charges to be made for the Services are exclusive of Value Added Tax and any/all other taxes or duties payable by the Customer and, if appropriate, an amount in respect of them shall be added to Dump De Fridge's invoice.
3.2 The Customer will pay Dump De Fridge's invoices in full without any deduction or set off, within 30 days of the date of the invoice. Dump De Fridge may suspend the provision of the Services to the Customer where any amounts are overdue until all such overdue amounts have been paid.
3.3 Dump De Fridge shall be entitled to charge interest on overdue amounts at two percent above the prevailing National Westminster Bank annual base rates both before and after any judgement.
- 4. Delivery and Performance
4.1 The Customer shall be responsible for delivering to Dump De Fridge, at a specified location, all necessary Products, Resource and Input Materials in the manner, quality, form, condition and delivery timescale agreed.
4.2 Dump De Fridge will endeavour to meet all performance timescales agreed with the Customer but shall be under no liability for any delay caused by the failure of the Customer or of its agents to fulfil its delivery obligations under paragraph 4.1. hereof.
4.3 Reprocessing of data required due to any fault on the part of Dump De Fridge or its employees to exercise reasonable skill and care shall be made at Dump De Fridge's expense, subject to the Customer making available any Input Materials necessary for such reprocessing. Reprocessing of data required or any additional cost or expense incurred by Dump De Fridge resulting from the failure of the Customer to fulfil its delivery obligations under 4.1 hereof shall be borne by the Customer.
4.4 Unless otherwise agreed, Dump De Fridge shall be responsible for delivery of all Output Materials to the agreed delivery point and shall charge the Customer for making such delivery. We will always use the most appropriate delivery methods available to us and at Dump De Fridge's discretion, determined by the order or available service.
- 5. Liability
5.1 Dump De Fridge shall carry out the Services with reasonable skill and care.
5.2 Dump De Fridge shall be liable for death or personal injury caused by negligence of Dump De Fridge or its employees. Dump De Fridge will not be liable for insuring customer's goods whilst held in its warehouses.
5.3 If any breach of contract by or negligence of Dump De Fridge or its employees shall necessitate a repeat mailing by the Customer. Dump De Fridge shall be responsible for the direct production and mailing costs thereof. Dump De Fridge will not be liable to secondary mailing where the Customer has not provided enough stock to fulfil an order. Dump De Fridge will be reimbursed as described in the Agreement.
5.4 Save as provided by Clause 5.5 Dump De Fridge's aggregate liability to the Customer for breach of contract, negligence, misrepresentation or otherwise shall be limited to the Price payable by the Customer for the Service in question. In no circumstances shall Dump De Fridge be liable for any indirect or consequential loss howsoever arising, save as provided by clause 5.3, including without limitation, loss of profits, business or anticipated saving.
5.5 The Customer acknowledges that the Price is calculated by reference to the limits of liability set out in Clause 5. The Customer may by written notice request Dump De Fridge to agree a higher limit of liability, which Dump De Fridge shall agree to if insurance cover is available on condition that any insurance premium or costs associated with obtaining such cover shall be borne by the Customer.
5.6 This Agreement contains the entire agreement between the parties and supersedes all previous agreements and representations. No variation of this Agreement shall be binding unless made in writing signed by duly authorised representative of Dump De Fridge and the Customer.
5.7 Save as expressly provided in this Agreement and in particular by clause 5.1 all other conditions, warranties, terms or representations whether statutory or otherwise are excluded.
- 6. Confidential Information
Each party agrees and undertakes that during the term of this Agreement and thereafter it will keep confidential and will not use for its own purpose nor without prior written consent of the other parties disclose to any third party any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such a party from the other party, unless such information is public knowledge or already known to such party at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of such party from a third party.
- 7. Duration & Termination
7.1 Either party may terminate their contract with the other party at any time by giving written notice in accordance with any specific notice periods agreed between the two parties for the Services in question.
7.2 Notwithstanding 7.1, either party may terminate their contract with the other or the provision of any Services under it immediately by written notice if the other:
(a) breaks any of these terms and, (upon written notice by the other) does not promptly remedy the position;
(b) makes any arrangement or composition with or arrangement for the benefit of its creditors; or
(c) becomes subject to bankruptcy or insolvency proceedings (including suffering any action for or which may lead to the appointment of a liquidator, administrator, receiver or administrative receiver).
7.3 The giving of notice pursuant to this paragraph 7 by the Customer does not avoid its liability to pay for any Services already provided, nor for Dump De Fridge to deliver any Services already paid for.
7.4 If the customer shall fail to pay to the Company on the due date any sum payable under the Contract, or any other Contract with the Company or make default in or commit a breach of the Contract or any other of the Customer's obligations to the Company, or shall have an Administrative Order made against it or become bankrupt or enter into any agreement or composition with its creditors or being an incorporate company shall have a receiver appointed or pass a resolution for winding up or have an order of the Court made.
- 8. Lien
8.1 The Company shall have a general as well as a particular lien on the goods for payment of all amounts due from the Customer on any account and for all claims by the Company against the Customer whether or not in respect of or in relation to such goods or any other goods received for or on behalf of the Customer whether retained or delivered to or to the order of the Customer.
- 9. Force Majeure
Dump De Fridge shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of the supply of Services by Dump De Fridge being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond Dump De Fridge's reasonable control, including but not limited to Act of God, war, riot, strike, lock-out, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of Services by Dump De Fridge's normal source of supply or the delivery of the goods by Dump De Fridge's normal route or means of delivery.
- 10. Headings
Paragraph headings used in this document do not form part of it and shall not affect its interpretation.
- 11. Waiver
Failure by either party to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time thereafter.
- 12. Notices
Any notice must be given in writing and may be sent by hand, post, or fax or email to the addressee at the last known address. Notices shall be deemed to have been given if sent by hand when delivered, if sent by post four days after posting and if sent by fax or email when transmitted.
- 13. Governing Law
This contract shall be governed by and constructed in accordance with the Laws of England and the parties agree to submit to the exclusive jurisdiction of the English Courts.