Last updated on Jan 24, 2024
1. 1.Definitions
1.1 In these terms and conditions:
2. Application
2.1 These Conditions apply to all Contracts for the sale of Foods by us to the exclusion of all other terms and conditions including any which you may purport to apply under any purchase order, confirmation of order or similar document you may ever issue to us.
2.2 All orders for Foods placed by you shall be deemed to be an offer to purchase Foods according to these Conditions and shall only be deemed to have been accepted by us when we either issue an order confirmation or deliver Foods to the Location.
2.3 Any variation to these Conditions(including any special terms and conditions agreed between you and us) shall be binding on us only if we have specifically agreed it in writing.
3. Availability of Goods
3.1 All Foods are subject to availability. We will inform you as soon as possible if any Foods you order are not available.
4. Accuracy of Content
4.1 Depictions of food shown on our website, in our brochure or in any other medium we may issue are illustrative only and actual Foods may differ from these. Any weights and dimensions used to describe Foods are approximate.
5. Prices
5.1 The prices of the Foods shall be those stated in our quotation as issued to you or otherwise agreed with you in writing. All such prices are exclusive of (a)Value Added Tax where applicable ,(b) delivery fees or charges for delivery of theFoods to the Location ,(c) the cost of any disposable packaging we use, (d) processing fees charged by our bank for taking your payment , (e ) security or access fees charged to us by an airportLocation and (f) any minimum order fee stated in our quotation . All such excluded items will beset out in the invoice we issue to you.
6. Payment
6.1 Payment of any invoice we issue to you is due immediately upon delivery of the Foods to the Location. or within such period as we and you have agreed in writing. Payment shall be made by bank transfer in Pounds Sterling (GBP).
6.2 Time for payment is of the essence. If you are late in making payment, we may charge interest which will accrue daily from the date payment was due until the date of actual payment (both dates inclusive) at a rate of 3% above Barclays Bank PLC’s base rate from time to time in force.
7. Deliveries
7.1 We normally require at least 24 hours’ notice of when delivery of the Foods to the Location is required but may be able to deliver on 12 hours’ notice subject to availability of required ingredients.
7.2 Once you have confirmed your order for the Foods and notified us in writing of the day for delivery then, if you defer that day for delivery after we have prepared the Foods, you will be liable to pay for those Foods if we reasonably determine that those Foods cannot be safely consumed on the later day.
8. Ingredients
8.1 We warrant that the Foods and the ingredients we use to prepare the Foods will be of satisfactory quality.
8.2 You must notify us in writing if any intended consumer of the Foods suffers from an allergy or intolerance to any ingredient in food or has any requirement (religious or otherwise) that any ingredient should not be included in any of the Foods. If you fail to provide us with such notification and an intended consumer suffers death or injury (physical or mental)we shall not be liable for those consequences.
8.3 On your request we are happy to provide you with a detailed listing of ingredients in any of the Foods.
9. Limitations of Liability
9.1 Subject to section 9.2:
(a) our sole liability to you in respect of defective Foods or our failure to deliver the Foods on time is to refund the price paid for the Foods. Except as expressly set out in these Conditions, all other warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted, excluded from the Contract; and
(b) we shall not be liable to you, whether in contract, tort, breach of statutory duty or otherwise, for any loss of profit, loss of business, loss or damage to goodwill or any damage, costs or expenses of an indirect or consequential nature. Our total liability to you in respect of all other losses arising under or in connection with the Contract shall not exceed the price paid by you for the Foods.
9.2 Nothing in these Conditions shall exclude or limit our liability for (a) death or personal injury caused by our negligence, (b) any other matter in respect of which it would be unlawful to limit or exclude liability.
10. Insolvency
10.1 An "Insolvency Event" will have occurred in any of the following events : (i) you suspend, or threaten to suspend payment of your debts or are unable to pay your debts as they fall due: or (ii) you commence negotiations with all or any class of your creditors with a view to rescheduling your debts or make a proposal for or enter into any compromise or arrangement with your creditors; (iii) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up; (iv)you are the subject of a bankruptcy petition; (v) an order is made for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed in relation to you; (vi) a receiver or administrative receiver is appointed, or a encumbrancer takes possession, of all or any of your assets; or (vii) any proceeding is taken in respect of you in any jurisdiction that has an effect equivalent or similar to any of the aforementioned events.
10.2 If you are subject any InsolvencyEvent as set out in section 10.1, or if we reasonably believe that you are about to become subject to an Insolvency Event and notify you accordingly, then all sums outstanding in respect of Foods already delivered to you shall become immediately due, and (without limiting any other right or remedy we may have)we may cancel or suspend all further deliveries under the Contract and any other contract that we have with you without liability to you.
11.Transfer of Risk and Ownership of Foods
11.1 The risk of loss or damage to the Foods shall pass to you on delivery to the Location. You are responsible for storage and preparation of Foods at appropriate temperatures prior to their consumption.
11.2 Ownership of any consignment of the Foods shall not pass to you until we have received payment in full (in cash or cleared funds) for (i) that consignment of the Foods, and (ii) any other Foods that we have supplied to you.
12.Data Privacy
12.1 Any personal data you or your employees or associates provide to us when contacting or otherwise dealing with us will be processed in accordance with the requirements of English law.
13. Changes to these Conditions
13.1 We reserve the right to change these Conditions from time to time and we encourage you to review them as often as possible. Any changes are effective immediately upon posting to our website.
14. General
14.1 Neither we nor you shall be liable to the other for any failure or delay in performing obligations under theContract to the extent that such delay or failure results from circumstances beyond the reasonable control of the party so affected.
14.2 If any provision of these Conditions is found to be unlawful, void or unenforceable, that provision shall, to the extent required, be severed from these Conditions, but the validity and enforceability of the other provisions shall not be affected.
14.3 No failure to exercise and no delay on the part of Viola in exercising any right, remedy, power or privilege of Viola under these Conditions and no course of dealing between you and ARC shall be construed or operate as a waiver, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise there of or the exercise of any other right, remedy, power or privilege on the part of Viola.
15. Law and Jurisdiction
15.1 These Conditions and any Contract are subject to English law, and both we and you irrevocably submit to then on-exclusive jurisdiction of the courts of England and Wales to settle any dispute.
