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a) In these Terms and Conditions (T&Cs) “the Seller” means Cheerful Links (Norwich) LTD; “the Buyer” means the party ordering Goods; “Goods” means the items ordered (including any instalment of Goods or any part of them) which the Seller are to supply in accordance with these T&Cs of the Contract for the purchase and sale of Goods.
b) These T&Cs shall apply to all contract agreements or the offer made by the Sellers, all orders from the Buyer are accepted subject thereto;
c) These T&Cs cannot be altered, waived or modified except as expressly agreed in writing, signed by a Director or duly authorized officer of the Seller;
d) Any of the Terms and Provisions of the Buyer’s order or any T&Cs of the purchase used by the Buyer received at any time in which are inconsistent with these T&Cs shall not apply and shall not be binding on the Seller;
e) Any reference in these T&Cs to any provision of a statute shall be construed as a reference to the provision as amended, re-enacted or extended at the relevant time.
f) The headings in these T&Cs are for convenience only and shall not affect their interpretation.
a) All Goods must be inspected by the Buyer on receipt and any shortage or damages must be reported to the Seller within 24 hours, otherwise the Goods will be deemed to have been accepted by the Buyer;
b) Delivery times or dates quoted by the Seller (if any) are estimates only and whilst the Seller will use its reasonable endeavours to meet such times or dares the Seller will not be liable for any delay in delivery howsoever cause (even if caused or contributed to by the negligence of the Seller, its employees or agents) and the Seller will not be liable for any loss of use, loss of profits, or any other consequential loss or damage whatsoever arising from such delay.
3. Claims for Damage or Shortage
In the event of it being proved to the Seller’s satisfaction the Goods supplied by the Seller were short when delivered or damaged or that the Goods were not in accordance with the Contract then it will compensate the Buyer to the extent of the value of the Goods but subject to the following conditions:
a) The damage or shortage or claim that the Goods are not in accordance with the contract shall have been notified to the Seller within 24 hours of delivery.
b) The Seller shall have been given opportunity to examine the Goods.
c) The Buyer shall have made Goods available for collection by the Seller.
d) All final decisions are made at the discretion of the Seller.
4. Passing of Property, Retention of Title
Until the price shall have been paid in full to the Seller:
a) The Goods shall remain the property of the Seller;
b) The Buyer shall be responsible for storing the unpaid Goods in good condition;
c) If the Buyer shall sell the Goods to any third party the proceeds of resale (or claim thereto) shall belong to the Seller; and
d) Failure by the Buyer to pay the price when due shall give the Seller the right without prejudices to other remedies such as:
i. To process the Goods with or without prior notices and to enter upon any premises in which the Goods may be for the purpose of repossession; and
ii. To give written notice to the Buyer that the Buyer shall not resell or part with possession of the Goods until the price shall have been paid in full.
a) The Buyer is to pay cash to the Seller or in cleared funds on delivery of the Goods, unless the Buyer has an approved credit account with the Seller;
b) If the Buyer has a credit account with the Seller (application approval subject to credit reference) , payment is due no later than the specified date shown on the Seller’s invoice or 28 days after the invoices date unless otherwise agreed in writing by the Seller;
c) If the Buyer fails to pay the Seller on the due date, the Seller may:
i. Suspend or cancel any future deliveries or orders;
ii. Cancel (if any) discounts given;
iii. Charge the Buyer interest at the rate set under the s.6 of the Late Payment of Commercial Debts (Interest) Act 1998;
①. Calculated (on a daily basis) from the date of the invoice until payment;
②. Before and after any judgement (unless court orders otherwise);
iv. Claim fixed sum compensation from the Buyer under s.5a of that Act to cover credit control overhead costs incurred by the Seller as result;
v. Recover (under clause 5.e) the cost of taking legal action to make the Buyer pay;
d) If the Buyer has an approved credit account, the Seller may withdraw this or reduce the payment by date without prior notice at any time.
e) The Buyer is to indemnify the Seller in full and hold the Seller harmless from all expenses and liabilities which the Seller may incur (directly or indirectly including financing costs; including legal costs on a full indemnity basis and the cost of instructing a debt recovery agency to recover a debt due to the Seller if any) following any breach by the Buyers obligations under these T&Cs.
f) Where the Buyer make payment to the Seller by cheque:
i. Where the cheque is presented to the Sellers bank and returned to the Seller marked as “refer to drawer” the Seller shall charge the Buyer a £50 fee which shall be payable immediately by the Buyer unless otherwise agreed by the Seller;
①. The payment for this cheque must be made by the Buyer to the Seller in full cash unless otherwise agreed by the Seller.
ii. Where the cheque is presented to the Sellers bank and returned to the Seller marked as “refer to drawer; please represent” the Seller shall charge the Buyer a £50 fee which shall be payable immediately by the Buyer unless otherwise agreed by the Seller.
iii. The cheque must not be posted dated and will not be accepted.
a) All prices are exclusive of VAT (if applicable) and will be charged by the Seller to the Buyer at the rate applying at the time of the issue of the invoice;
b) Prices are subject to an increase without notice, which may occur as a result of factors falling outside the control of the Seller;
c) The Buyer shall pay the Seller invoices without any deductions or set off unless otherwise agreed by the Seller.
7. The Return of Goods
a) When signing invoices, the Buyer acknowledges that the Goods listed on the invoice are correct and the Goods brought from the Seller are in satisfactory condition;
b) If the Buyer purchases the wrong Goods, any returns for such Goods [exception of FRESH meats, Seafood and Frozen Goods – refer to 8.0 Circumstances of Goods] must be made within 7 days of delivery otherwise the Seller reserves the right not to accept the return;
c) The Seller will only accept Goods returned by the Buyer that were purchased from the Seller;
d) All Goods returned must be brought back in its original condition i.e. unopened and in its original packaging and box from the Buyer to the Seller and accompanied with the original invoice;
e) All decisions for the return of Goods made by the Seller are final and any returns are made at the discretion and goodwill of the Seller.
8. Circumstances of Goods
a) Fresh Meat and Seafood
i. All Goods categorised as FRESH Meat and Seafood must be checked for by the Buyer before taking away from the Sellers premises. Once checked, the Buyer agrees that the FRESH Meat and/or Seafood are in the satisfactory condition; the Seller shall not accept returns, exchanges or be responsible for such Goods once checked by the Buyer;
ii. It is the Buyers responsibility to keep Goods in their original appropriate condition once the Buyer has taken these from Sellers premises;
iii. If the Buyer finds that the FRESH Meat and/or Seafood is not acceptable while still on the Sellers premises the Buyer may return it to the Sellers warehouse manager who will deal with the matter accordingly;
iv. Buyers should be aware that there are no perfectly FRESH Meats, Seafood or Goods.
b) Frozen Goods; Dim Sum and Dumplings
i. All Goods categorised as Frozen Goods; Dim Sum and Dumplings must be checked by the Buyer before taking away from the Sellers premises. Once checked, the Buyer agrees that the Frozen Goods; Dim Sum and Dumplings are in satisfactory condition; the Seller shall not accept returns, exchanges or be responsible for such Goods once checked by the Buyer as the Seller cannot guarantee issues such as temperature, timing and maintaining the condition of the Goods which are beyond the Sellers control.
c) Product Use by Dates and Returns
i. If Goods sold by the Seller is passed the use by / best before date, the Seller will accept returns or exchanges for such Goods, however in the event that a Buyer brings back Goods passed its use by / best before date, but when sold by the Seller the Goods is still within its use by / best before date, the Seller shall not be responsible and shall not accept returns or exchange.
9. Governing Law
The construction, validity and performance of the Contract is governed by English law and the parties accept the jurisdiction of the English Courts.
a. 在此銷售合約條款和條件內 Cheerful Links (Norwich) LTD為 “賣家”; 訂貨者/購買者為 “買家”.賣家依照買賣合約內的條款及條件供應給買家的貨品(包括任何部份或分批遞送的任何部份)為 “貨品”
c. 除非賣家作出明確的書面通知; 此銷售合約條款和條件是不得被刪改,而該書面通知書需有賣家公司董事或被授權高級職員的署名
a. 買家收到貨品後必須作出適當的檢查, 如有短缺或損壞買家必須在收貨後二十四小時內通知賣家否則賣家將不接受
b. 所有交貨時間或日期只屬於估計性, 賣家將合理地確保送貨時間與日期無誤, 但如有延遲,即使是因賣家, 賣家的職員或代理的疏忽而導致, 賣家將不負上任何形式之法律責任, 這包括因延遲而引起買家的任何損失, 如利潤損失等
a. 如賣家認同買家所提出送貨時貨品有短缺, 損壞 或與訂單上不相符的證明,賣家將以貨品的同等價值賠償, 但買家必須符合以下條件:
i. 在收貨後二十四小時內通知賣家否則賣家將不接受, 賣家會認定買家已接受及滿意賣家所供應的貨品
c. 買家如將未付錢貨品出售, 收入歸賣家所有
d. 如賣家未能在付錢限期前收到供應給買家之貨品價格, 賣家有權:
b. 如買家有與賣家協議下之帳戶, 買家必須按照帳戶協議下之條款與條件或二十八天內付清賣家供應貨品的價格之全數. 如未得賣家同意不能將限期擅自更改.
c. 如賣家未能在限期前收到供應給買家之貨品價格, 賣家有權:
ii. 如有任何折扣, 將該折扣取消
iii. 根據有關法律向買家收取餘款的利息費, 計算由付款期限起直至到買家付清款行時並包括任何其他有關之費用,如法律費用等
f. 所有支票如需重入或退票買家將各被罰款五十英鎊/£50. 如退票,賣家收到銀行寄還支票時會將支票歸還買家而買家必須以現金填補該支票之全數
g. 所有期票一律不被賣家接受, 請確保付款能力才寫支票
c. 如未有賣家書面同意, 買家不得自行將單據刪改並需將單據全數付清
i. 如貨品非賣家出售, 買家不得將該貨品要求賣家退換
iii. 某特定貨品必須依據8.0 條款而決定賣家會否接受退換
i. 買家必須檢查清楚質量. 如經過買家檢查後而買家並沒有表示不滿, 測表示買家接受貨品並明白該貨品是不能退回的
ii. 買家一旦接受貨品後, 賣家將不會負責任何保持貨品新鮮之責任
iii. 如買家在提貨前作檢查時對貨品有意見或發覺貨品不能接受, 買家必須告知賣家以便賣家可即場收回
b. 買家必須明白; 沒有任何貨品是絕新鮮的
d. 賣家接受退貨前會查看出貨時貨品的有效期, 如貨品日期然在有效期間但買家退貨時貨品過期, 賣家不會接受退換