Definitions:
"Buyer" means
the person who places an Order for the Goods
"Contract" means the document between the Buyer and the Seller for
the sale and purchase of the Goods
"Delivery Point" means the place stated in the Order to which the
Goods are to be delivered
"Goods" means the items (or any part of them) stated in the Order
which the Seller is to supply in accordance with these Terms
"Order" means the Buyer's purchase order.
"Price" means the cost of the Goods set out in the Order.
"Seller" means Paella Amigo ltd T/A Amigo Food group.
"Terms" means
these standard conditions of sale and includes any special terms agreed in
writing between the Buyer and the Seller
"Weight" means, unless otherwise stated, weight/volume when packed.
Entire Agreement
These Terms contain the whole
agreement between the parties who confirm that they have entered into the
Contract in reliance on any representations that are expressly incorporated in
these Terms. These Terms apply to the Contract to the exclusion of any other
terms that the Buyer seeks to impose or incorporate or which are implied by
trade, custom, practice or course of dealing. The Buyer acknowledges that it
has not relied on any statement, promise or representation made or given by or
on behalf of the Seller which is not set out in the Contract.
Basis of Sale
The Seller shall sell and the
Buyer shall purchase the Goods in accordance with these Terms which are applied
to all Contracts to the exclusion of all other conditions including any
conditions which the Buyer may purport to apply under any purchase order
confirmation or similar document.
Any variation to these Terms
(including any special conditions agreed between the parties) shall be
inapplicable unless agreed in writing by the Seller.
Specifications
The Buyer shall be responsible for
ensuring the accuracy of any Order and providing any necessary information
within a sufficient time to enable the Seller to perform the Contract in
accordance with these Terms.
The quantity, quality and
description of the Goods and any specification for them shall be as set out in
the Order.
The Seller reserves the right to
make any changes in the specification of the Goods which are required to
conform to any applicable statutory or EU requirements or, where the Goods are
to be supplied to the Seller's specification, which do not materially affect
their quality or performance.
The Buyer shall not acquire any
right or interest and shall not use or disclose any intellectual property
rights incorporated in either the Order or the Goods without the prior written
consent of the Seller.
Price of the Goods
The Price is exclusive of VAT
and payment of the Price shall be due as per the date specified on the Seller's
invoice ("the Due Date"). The Buyer shall on receipt of a valid VAT
invoice from the Seller, pay to the Seller such additional amounts in respect
of VAT as are chargeable on the supply of the Goods. The Buyer shall pay the
Price in full and in cleared funds by the Due Date. Time of payment is of the
essence.
The Price includes the cost of
packaging and delivery to the Delivery Point.
The Seller reserves the
right, by giving notice to the Buyer at any time before delivery, to increase
the Price to reflect any increase in the cost to the Seller which is due to any
factor beyond the control of the Seller (including increases in taxes and
duties and increases in labour, materials and other manufacturing costs) or any
delay attributable to the Buyer.
Where credit terms are agreed
the payment must be made within the credit terms.
The Buyer shall pay all amounts
due under the Contract in full without any deduction or withholding except as
required by law and the Buyer shall not be entitled to assert any credit,
set-off or counterclaim against the Seller in order to justify withholding
payment of any such amount in whole or in part. The Seller may at any time,
without limiting any other rights or remedies it may have, set-off any amount
owing to it by the Buyer against any amount payable by the Seller to the Buyer.
The Seller may have an insured
credit limit for the Buyer. If, at any time, the total outstanding amount due
by the Buyer to the Seller is in excess of the credit limit in place at that
time, or the credit limit is reduced or withdrawn by the Seller.
If in the opinion of the Seller,
the financial standing of the Buyer becomes unsatisfactory, then, the Seller
may, without prejudice to its other rights and remedies, cancel or suspend the
Order prior to delivery of the Goods. The Seller shall also be entitled to
require immediate payment for all goods delivered.
Delivery
Delivery of the Goods shall be
made by the Seller to the Delivery Point, described by the buyer.
Any dates quoted for delivery of
the Goods are approximate only and the Seller shall not be liable for any delay
in delivery of the Goods caused by a Force Majeure event or the Buyer's failure
to provide the Seller with adequate delivery instructions or any other
instructions that are relevant to the supply of the Goods. Time for delivery
shall not be of the essence of the Contract unless previously expressly agreed
by the Seller in writing. The Goods may be delivered by the Seller in advance
of the quoted delivery date or time on giving reasonable notice to the Buyer.
Where the Goods are to be
delivered in instalments, each delivery shall constitute a separate contract
and failure by the Seller to deliver any one or more of the instalments in
accordance with these Terms or any claim by the Buyer in respect of any one or
more instalments shall not entitle the Buyer to treat the Contract as a whole as
repudiated. The Seller shall be entitled to render its invoice for those Goods
which have been so delivered.
If the Buyer fails to take
delivery of the Goods or fails to give the Seller adequate delivery
instructions at the time stated for delivery, then delivery of the Goods shall
be deemed to have been completed on the second day after the day on which the
Seller notified the Buyer that the Goods were ready, the Seller may:-
store the Goods until actual
delivery and charge the Buyer for the reasonable costs (including insurance) of
storage plus 1% per month of net invoice value until delivery; or
sell the Goods at the best price
readily obtainable and after deducting all reasonable storage and selling
expenses account to the Buyer for the excess over the Price under the Contract
or charge the Buyer for any shortfall below the Price under the Contract.
Delivery ("Delivery") shall be deemed to take place;
when the Goods are presented for unloading at the Delivery
Point; or
if collected by the Buyer or on its behalf, when loaded onto the
collecting vehicle.
Property and Risk
Risk of damage to or loss of the
Goods shall pass to the Buyer on delivery.
Property and title in the Goods
shall notwithstanding delivery remain with the Seller until all sums due and
owing by the Buyer to the Seller on any account have been paid and received by
the Seller in cash or cleared funds under this and all other contracts between
the Seller and the Buyer for which payment there under has not been paid.
The Buyer shall not sell or
dispose of any Goods (or documents of title thereto, or any interest therein),
except to its customers in the ordinary course of its business and as fiduciary
agent for the Seller, and if the Buyer sells or disposes of any Goods, the
Buyer shall hold on trust for the Seller and pay to the Seller the full
proceeds of sale forthwith upon demand by the Seller.
The Buyer shall not:-
·
Pledge
any Goods or documents of title thereto or allow any lien to arise thereon; or
·
Use
or process any Goods other than in the ordinary course of the Buyer's business.
If:
·
Payment
for any Goods is overdue in whole or in part; or
·
The
Buyer becomes insolvent or bankrupt, or enters into liquidation (otherwise than
for the purposes of amalgamation or reconstruction), or passes a resolution for
winding up or has a receiver, administrative receiver or manager appointed, or
enters into any composition or arrangement with its creditors or suffers any
similar action in consequence of debt; or
·
In
the opinion of the Seller the Buyer is or is likely to become unable to pay its
debts, or the financial stability of the Buyer is otherwise unsatisfactory;
then the Seller shall be entitled to the immediate return of all the Goods sold
by the Seller to the Buyer in which property has not passed to the Buyer and
the Buyer hereby authorises the Seller to recover such Goods and can raise
money claim (or any appropriate legal action) against buyer with amount equal
to seller lost in the course of transaction.
·
In
case of volunteer liquidation or compulsory liquidation, if the Paella Amigo
ltd T/A Amigo Food Group is able to proof that Amigo Food Group supply goods in
a good faith then all directors and shareholders are jointly and severally
liable to the amount that they owed according to the both (buyer & seller)
books of accounts agreed. Send it back by email to: accounts@amigofoodgroup.com or By post to: Amigo Food Group, 46 Minerva Road, Unit 3 NW10 6HJ, London.
Inspection/Defects
The Buyer shall inspect the
Goods on delivery and unless the Seller is notified within 24 Hours of delivery
that the Goods are not in accordance with the Contract, order or are defective,
they shall be deemed to be free from any defect which would be apparent on
reasonable examination and to have been accepted by the Buyer and shall be
deemed to comply with the Order. The Buyer shall not be entitled to reject the
Goods after the period of 24 hours.
The Seller will replace free of
charge any Goods shown by the Buyer to be defective or where capable of sale at
a reduced price, may agree an appropriate allowance.
In the event of non-delivery of
all or part of the Goods, the Buyer must give notice thereof to the Seller
within 24 hours of receipt by the Buyer of notice from the Seller that the
Goods have been despatched. If the Buyer shall fail to give such notice, the
Seller shall be under no liability to the Buyer in respect of such
non-delivery.
Where any complaint concerning
the quality or performance of the Goods is received by the Buyer which the
Buyer believes may result in some liability on the part of the Seller the
Seller shall be notified as soon as possible and in any event within 24 hours
of the claim or relevant facts becoming apparent to the Buyer.
The Seller hereby gives notice
to the Buyer that the Seller has available information and product literature
concerning the conditions necessary for the safe-keeping of the Goods without
risks to health when properly stored. If the Buyer is not already in possession
of such literature or requires any information or advice in connection with the
safe use of the Goods the Buyer should contact the Seller immediately.
The Buyer shall apply standards
of business which are consistent with the Seller's Code of Conduct.
Non-compliance by the Buyer of the terms of the Code of Conduct shall entitle
the Seller to terminate the Contract with immediate effect and without any
liability whatsoever to the Buyer.
Seller shall not be liable for
any delay or defect or other inability to carry out its obligations under these
terms, due to any act of God, war, strike, lock-out, industrial action, fire,
flood, drought ,tempest, breakdown of plant and machinery, adverse weather
conditions or shortage of supplies for manufacture, or other event beyond the
reasonable control of either party. If any obligation under this agreement
cannot be performed for a continuing period of 3 months because of one or more
of the events described above then either party may terminate the agreement by
notice in writing at the end of this period.
Termination
The Seller may terminate this
agreement at any time (without reason) and without further obligation to the
Buyer by 7 days' notice in writing.
General
The Buyer may not assign any of
its rights or obligations under the Contract without the prior written consent
of the Seller.
The Buyer will at all times keep
confidential all information acquired in consequence of or pursuant to this
Contract save as may be required by law or where such information is in the
public domain other than due to the Buyer's breach.
A notice to be given by either
party to the other under these Terms shall be in writing addressed to that
other party at its registered office or principal place of business.
If any provision of the Contract
is held by a court or other competent authority to be invalid or unenforceable
in whole or in part, the validity of the other provisions of the Contract and
the remainder of the provision in question shall not be affected.
These Terms shall be governed by
and construed in accordance with the law of England and Wales and each party
agrees to submit to the jurisdiction of the courts of England and Wales.
GDPR Policy
Personal data is defined by the
General Data Protection Regulation (EU Regulation 2016/679) (the “GDPR”) as
‘any information relating to an identifiable person who can be directly or indirectly
identified in particular by reference to an identifier’. Personal data is, in
simpler terms, any information about you that enables you to be identified.
What Are My Rights?
Under the GDPR we need your
explicit consent of giving your data which we necessarily require to have a
business with you like; opening a new account, taking orders, doing deliveries
and marketing purposes in order to offer you great business opportunities, but
you have a right at any time you can request to remove your details from our
database.
How Do We Use Your Personal Data?
Under the GDPR, we must always
have a lawful basis for using personal data. This may be because the data is
necessary for our performance of a contract with you, because you have
consented to use of your personal data, or because it is in our legitimate
business interests to use it. Your personal data may be used for the following
purposes:
• Providing and managing your
Account;
• Supplying our products or
services to you.
• Personalising and tailoring
our products and services for you.
• Communicating with you. This
may include responding to emails or calls from you.
With your permission and/or
where permitted by law, we may also use your personal data for marketing
purposes, which may include contacting you by email, telephone, text message
and post with information, news, and offers on both our and our partners
products and services which are relevant to the industry. You will not be sent
any unlawful marketing or spam. We will always work to fully protect your
rights and comply with our obligations under the GDPR and the Privacy and
Electronic Communications (EC Directive) Regulations 2003, and you will always
have the opportunity to opt-out.
How Long Will You Keep My Personal Data?
We will not keep your personal data
for any longer than is necessary in light of the reason(s) for which it was
first collected. Your personal data will therefore be kept for 3 years after
the date last of the activity.
Do You Share My Personal Data?
We don’t share your data with any
third party we keep it only for our business relationship. In some limited
circumstances, we may be legally required to share certain personal data, which
might include yours, if we are involved in legal proceedings or complying with
legal obligations, a court order, or the instructions of a government
authority.
How Can I Control My Personal Data?
As we your data for opening your
account with us to take orders, deliver goods & statements and for
marketing purposes. But you have an authority by writing us an email on accounts@amigofoodgroup.com to stop us any of the use of your
data.
Payment Method
We accept payment through Cash, Bank
transfer, cheque and direct debit
In case of any
bounced cheque or failure of direct debit payment due to non-sufficient balance
on buyers account Paella Amigo ltd T/A Amigo Food group is entitled to recover
£100 fine from the buyer of failing the payment attempt plus any cost incurred
in transaction process (bank charges). This failure without any prior notice to
Buyer, automatically brings the credit term into cash on delivery for future
deliveries, or it would be discretion of the seller that to terminate the
current contract and looking for immediate payment of remaining balance from
Buyer. Therefore, in due course of recovering money seller also go for money
claim as well.
Wladimir Munoz
