Terms & Conditions
1.1. In these conditions:
1.1.1 GMS Servicing is called “GMS Servicing” and any party to whom supplies GMS Servicing any Products and/or Equipment and/or Services is called “the Customer”.
1.1.2 “Products” means items of food or drink packaged for supply by and through beverage dispensing machines.
1.1.3 “Equipment” means beverage dispensing machines by and through which Products are sold.
1.1.4 “Service” means repair and/or maintenance work of any type carried out by GMS Servicing and/or its appointed agents.
1.1.5 “Items” means Products and/or Equipment and/or Service provided by GMS Servicing
1.2 These conditions apply, where relevant, to any supply by GMS Servicing of Items.
1.3 Any contract between GMS Servicing and the Customer (“the Contract”) shall incorporate and be subject to these Conditions and the acceptance by the customer of any Items shall be conclusive proof that the Customer has accepted these terms and conditions. All other terms and conditions whether express or implied are expressly excluded.
2.1 The price payable by the Customer for any Items, shall be that set out in GMS Servicing published price list current at the time of the Customer’s order or, if different, the price set out in any sales order form.
2.2 All prices are exclusive of Value Added Tax, which will be charged at the rate applicable at the appropriate tax point.
2.3 If, subsequently, GMS Servicing incurs any increase in any of its costs including, but not limited to raw materials, labour or transport, then GMS Servicing may, without notice to the Customer, increase the price payable.
3.1 Except where has agreed in writing to extend credit to the Customer the contract price for any Items shall be payable in full upon delivery or completion.
3.2 The time stipulated for payment shall be of the essence of the contract and payment by post shall be at the risk of the shall be deemed to be a repudiation of this agreement by the Customer at GMS Servicing discretion.
3.3 Unless otherwise agreed in writing the Customer shall not be entitled to set off against any monies due to GMS Servicing under the contract any amount claimed by or due to the Customer from GMS Servicing.
3.4 GMS Servicing shall be entitled to interest on any outstanding amount by its due date until actual payment at the rate of 3% per annum above GMS servicing Banker’s base lending rate during such period.
4.0 DELIVERY AND RISK
4.1 Delivery of any Items shall be made to the Customer at the Customer’s address specified in the sales order and the risk in respect of all Items, (but not any property in such Items) shall pass to the Customer at the time of delivery. The property in the Items shall not pass to the Customer except as provided in Condition 5.
5.1 The property in any Items shall not pass to the Customer until the price of any Items comprised in this contract and all other money due from the Customer to GMS Servicing on any other account has been paid or satisfied in full.
6.0 SUPPLY OF EQUIPMENT ON TRIAL
6.1 Where, at the request of the Customer, GMS Servicing agrees to supply Equipment on trial the following conditions shall apply
in addition to such others of these terms and conditions as are not inconsistent therewith:
6.1.2 The Customer shall at the time of the request for delivery and installation “on trial” pay a deposit of £350.00 plus Value Added Tax or such other sum as GMS Servicing may demand.
6.1.3 The on trial period shall last for strictly 14 days from the date of delivery of the Equipment to the Customer save where some other period is specified by GMS Servicing in writing.
6.1.4 Unless, on or before the end of the trial period, the Customer has notified GMS Servicing in writing of its intention to return any Equipment supplied on trial then the Customer shall be treated as having ordered and accepted the said Equipment and shall be liable so pay the balance of the purchase price after the amount of the deposit paid by the Customer has been deducted therefrom.
6.1.5 Where the Customer gives such a notice as is mentioned in sub-paragraph 6.1.4 herein then it shall not be
effective until the customer has returned to GMS Servicing all the Equipment supplied on trial.
6.1.6 In the event that any Equipment supplied to the Customer on trial is damaged while in the Customer’s possession, custody or control, then GMS Servicing may recover the Equipment, carry out such repairs as in its opinion are
reasonably necessary to restore the Equipment to a saleable condition and the Customer shall pay to GMS
Servicing the cost of such repairs upon receipt of GMS Servicing invoice.
6.1.7 The Customer will pay the full list price for the Products supplied for use during the trial. Credit will be given only for any unopened and undamaged full cases of product.
7.1 Where Equipment is hired to the Customer, the Customer shall pay:
7.1.1 Any advance rental prior to the delivery of the Equipment.
7.1.2 Any periodic rentals at the time or times provided which are to be of the essence.
7.2 The Customer shall keep the Equipment insured in its full replacement value against loss or damage by fire, theft, and such other risks (including third party risks) as are usually covered by insurance in the type of business in which the Equipment is being used.
7.3 The Customer shall return the Equipment upon completion of the hire in the condition in which it was delivered, fair wear and tear excepted.
7.4 The rental shall continue at the end of the agreement period subject to the Customer or GMS Servicing giving 60 (sixty) days notice of their intent to cease using the Equipment.
7.5 No property in the Equipment shall pass to the hirer at any time.
7.6 Attention is drawn to all the conditions in paragraph 3 herein.
7.7 GMS Servicing reserves the right to withdraw the Equipment at any time if the Equipment is not being used in accordance with GMS Servicing operating procedures or dispensing Products not supplied by GMS Servicing.
8.0 FREE ON LOAN EQUIPMENT
8.1 Where Equipment is loaned to the Customer without charge the Customer shall:
8.1.2 Keep the Equipment insured in its full replacement value against loss or damage by fire, theft, and such other risks(including third party risks) as are usually covered by insurance in the type of business in which the Equipment is being used.
8.1.3 Return the Equipment upon completion of the loan in the condition in which it was delivered, fair wear and tear accepted.
8.2 For each item of Equipment loaned the Customer agrees to purchase the minimum monthly number of cases of Products specified on the face of the sales order.
8.3 The period of the loan agreement shall be as specified on the sales order form and shall continue thereafter subject to the Customer or GMS Servicing giving 60 (sixty) days notice in writing.
8.4 Attention is drawn to all the conditions in paragraph 3 herein.
8.5 GMS Servicing reserves the right to withdraw the Equipment at any time if the Equipment is not being used in accordance with GMS Servicing’s operating procedures or dispensing Products not supplied by GMS Servicing.
9.1 Subject to the Customer having made payment in full and for a period of 12 (twelve) months from the date of delivery and for a period of 6 (six) months for water, providing water purifiers are fitted at installation, 3(three) months for all refurbished equipment.
9.1.1 All Products and Equipment supplied by GMS Servicing are warranted to be free from defects at the date of delivery.
9.1.2 All workmanship undertaken by GMS Servicing, its servants or agents is warranted to have been carried out with reasonable care and skill.
9.1.3 Save as is set out in the preceding sub-paragraph and save as is otherwise expressly set out in these conditions no warranty of any kind, whether express or implied, is given with respect of any Items supplied by GMS Servicing.
9.1.4 The liability of GMS Servicing for any claim or claims for direct injury, loss or damage made by the Customer against GMS Servicing shall be limited to reimbursement of the purchase price of any Items.
9.1.5 GMS Servicing shall not be liable for any claims for economic loss or other indirect or consequential loss, injury or damage arising from the use or possession of any goods or Equipment or from the performance by GMS Servicing of any Services.
9.2 Nothing in these conditions shall:
9.2.1 Limit or exclude the liability of GMS Servicing in respect of death or personal injury resulting from the negligence of GMS Servicing, its employees or agents; or
9.2.2 Exclude the conditions and warranties implied by section 12 of the Sale of Products Act 1979 and, where the customer deals as a consumer the conditions implied by sections 13 to 15 inclusive of the said Act and by sections 3 and 4 of the Supply of Products and Services Act 1982.
10.1 Subject to the limitations set out in this clause, GMS Servicing will maintain the Equipment in good working order.
10.2 Maintenance shall not include:
10.2.1 Repairs or refurbishment, which, in GMS Servicing’ s view, arise from any cause other than fair wear and tear or which amount to a major overhaul;
10.2.2 The replacement of consumable Items including but without limitation, cartridges, filters, drip trays and brewer chamber components;
10.2.3 Routine service visits requested by the customer.
10.3 The Customer will pay to GMS Servicing each year, in advance, the annual maintenance charge specified in the sales order form provided that, if the Customer purchases, in addition to its requirements of grated chocolate, a minimum of 20 (twenty) cases of Products (subject to 30% of the cases being coffee) per piece of Equipment in any 12 (twelve) month period from the
date of the installation of the Equipment, GMS Servicing will waive payment of the maintenance charge.
10.4 GMS Servicing shall not be obliged to provide any maintenance pursuant to this agreement where all or any part of any outstanding monies remains unpaid.
10.5 The Customer will permit GMS, its employees and subcontractors access to the Equipment at all reasonable times for the purpose of maintenance.
10.6 The Customer will not change the location of any Equipment without the prior approval of GMS Servicing.
10.7 Failure to meet product purchase requirement shall require the Customer to pay the Service costs at the current listed call out rates and/or the Customer shall be invited to enter a formal maintenance contract.
11.0 INSOLVENCY AND BREACH OF CONTRACT
11.1 If any of the following events occur, are threatened or in the opinion of GMS Servicing are reasonably likely to occur:
11.1.1 The Customer shall commit a breach of the Contract and fail to remedy such (if capable of remedy) within thirty days from receipt of notice in writing from GMS Servicing, requesting that it be remedied, or
11.1.2 Any distress or execution is levied upon any of the Products or property of the Customer or upon any Products title tour property in which is in GMS Servicing pursuant to this contract, or
11.1.3 The Customer (or where the Customer is in partnership any partner thereof) offers so make any arrangements with or for the benefit of its or his creditors suffers the making of an interim order or a petition is presented or an order is made for the Customer to become bankrupt, or
11.1.4 The Customer (being a limited Company) has an Administrator or an Administrative Receiver or a Receiver and Manager appointed of the whole or any part of its undertaking property or assets or a petition is presented or any order is made or a resolution is passed or analogous proceedings are taken for the winding up of the Customer