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Conditions of Contract for the Purchase and Management of Catering Supplies. THIS AGREEMENT is made on the first date of access to the Internet based ordering system called Interchef. BETWEEN: 1. SUPPLY DIRECT LIMITED whose registered office is at 4 Steuart Road Bridge, Bridge of Allan, Stirling, FK9 4JY ("the Contractor") and 2. the user and organization stated in the login information ("the Client") WHEREAS A The Contractor is a supplier of a system for the purchase and management of catering supplies ("Interchef"). B The Client enters into a twelve month pilot project ("the Pilot Project") to use Interchef at the organisation’s premises detailed in the login table and then extend the use of Interchef progressing to all locations where catering is provided by the Client. NOW IT IS HEREBY AGREED as follows DEFINITIONS In this Contract the following definitions apply: "Commencement Date" when first order is placed on Interchef. "Contract" means these terms and conditions including the Specifications. "Contract price" means the prices agreed between the parties as Set out separately in writing. "Delivery" "Delivered" "Deliver" means delivery to the Client's premises at the locations detailed in the login table or any other premises agreed in writing between the parties. "Equipment" means server, computer, cash or cashless tills, cash loaders, cabling and any other machinery supplied by the Contractor "Goods" means all the foodstuffs, raw materials and ingredients to be Delivered by Contractor to the Client pursuant to the Contract and for the avoidance of doubt EXCLUDES the Information. "Information" means the Recipes, Portion sizes, sample menus, Menu Cycles, Menu Uptake Report, costing information, lists of manufacturers, procedures, software and the database comprising the SDL Management System. "Intellectual Property Rights" means all copyright and rights in the nature of copyright, design rights, patents, trade marks, domain names, business names, database rights, applications for any of the foregoing, know-how, confidential information, trade secrets, goodwill or any other intellectual property rights whether or not registered and whether subsisting in the United Kingdom or any other part of the world. "Licence" means the licence granted to the Client by the Contractor pursuant to clause 4.1 below. "Menu Uptake Report" means the edit order sheet found within Interchef. "Menu Cycles" means a list of daily menus as Set out on Schedule 4 hereto with defined Recipes and Portion Sizes. "Menu Uptake Report" means the prescribed format of the form used for submitting orders to the Contractor via the Internet a sample of which is at Schedule 2 hereto. "Portion Sizes" means the size of each portion as agreed between the parties and Set out in Schedule 5 hereto. "The Proposal" means the document submitted to the Client and any subsequent agreed amendment made to the proposed menus, recipes and dish uptakes "Recipes" means the recipes agreed between the parties and Set out in Schedule 6 hereto and any recipe notified to the Client by the Contractor from time to time. "Review Date" means being twelve months after the Commencement Date. "SDL Management Systems" means the Contractor's proprietary database management system, Interchef and any improvements or modifications made thereto, and any sub-systems or derivative systems made or developed by or on behalf of the Contractor. "Specifications" means the specifications for the purchasing and management of catering supplies as set out in the Schedule 1 hereto. "The Services" means the provisions by the Contractor to the Client of the services, described in Clause 3 below. "Term" means the period of this Contract as Set out in clause 2 below. 1.0 Term The Pilot Project will commence on the Commencement Date and is to be reviewed by the Contractor and the Client at monthly intervals, until the Review Date when the Contractor and the Client will decide jointly whether to terminate the Contract immediately or continue the Contract for a further period of 3 calendar years from the Commencement Date or until such time as either party gives notice in line with the conditions defined here below. 2.0 Services The Contractor shall provide to the Client during the term of this Contract the Services in accordance with the Specifications and on the terms and conditions Set out below. The Client shall comply with the procedures Set out in the Specifications. The Contractor shall not be responsible for any shortfalls in respect of any matter outside its control, including, but not limited to, the Client's failure to comply with the procedure Set out in Specifications, the Client's inadequate raw material control, or the incorrect calculation by the Client of Portion Sizes or the number of patients or staff by whom the meals are to be consumed. Without prejudice to the foregoing, the Contractor will use its reasonable endeavours to retain adequate stocks of Goods at the Client's premises to cover reasonable contingency requirements over and above the normal day to day requirements. 3.0 Licence Subject to the terms and conditions of this Contract, the Contractor hereby grants to the Client on and from the Commencement Date a non-exclusive licence to use the Information and the SDL Management System for the purpose of this Contract only. The Licence is renewable annually from the Commencement Date. The Licence shall terminate on termination of this Contract. The Client shall not disclose or pass copies of any part of the Information to any third party or allow any third parties access to the Information without the Contractor's written consent. The Client acknowledges that the Contractor owns all the Intellectual Property Rights in the Information. The Client shall notify the Contractor immediately on becoming aware of any claim by any third party relating to the validity and protection of the Intellectual Property Rights in the Information or based on the use of any hardware or software supplied under the Contract and the Client shall not settle or compromise the action or make any admission. The Contractor shall have conduct of the action and the Client shall assist the Contractor in the conduct of any proceedings or action when reasonably so requested by the Contractor and the Client shall do whatever is reasonably requested by the Contractor to assist in the protection of the Intellectual Property Rights in the Information and in so doing the Contractor will indemnify the Client against all reasonable costs reasonably incurred. The Client shall have no claim to ownership of or rights to any enhancements, modifications or improvements to the SDL Management System made by or on behalf of the Contractor whether or not arising from information, suggestions or ideas provided by the Client or arising during the operation of this Contract. The Client shall only use the SDL Management System when and in the manner authorised by the Contractor and shall not make copies of or download any information other than as expressly provided for in this Contract. The Client may be provided with equipment as part of the supply contract. All equipment remains the property of the Contractor. At the end of three years from the commencement date the equipment transfers to the client. If the client terminates the contract before three years, the client will be liable to pay the Contractor the full price of the equipment as if it were new. If the Client terminates this contract for ‘the one stop catering shop service’ and cannot prove to the Contractor beyond all reasonable doubt that no electronic or paper copy of any SDL Management System information is either being stored or in use, the Licence must be purchased for £10,000 plus VAT and renewed annually for a period of 3 years from termination date. The Client may require extra database maintenance out with the usual setup phase, which will be charged at £100 per hour plus expenses and VAT. Fixed price work can be undertaken by requesting a written quotation. 4.0 Warranties The Contractor warrants that:
The Client warrants that it has full right to enter into and perform its obligations under this Contract. 5.0 Title and risk Ownership of the Goods and the risk and responsibility therefore shall pass to the Client upon Delivery. Where ‘the one stop catering shop service’ is in place and it is agreed that onsite stock belongs to the Contractor, all stock will be valued according to the theoretical stock held by the Contractor. 6.0 Delivery and Inspection of Goods The Goods shall be inspected by the Client on Delivery. Any Goods that are defective or materially differ from the requirements of this Contract may be rejected by the Client giving notice to the Contractor within [twelve (12) hours] from the time of Delivery. Thereafter, the Client shall have no right to reject the Goods or claim in respect of any deficiency, defect or default relating to the Goods. All Goods that customarily bear any mark tab brand label or other device indicating place of origin, inspection by any government or any other authorised body or standard of quality must be delivered with all the aforesaid intact. All Goods that are weighed out on site by the Contractor shall bear a label detailing weight contents and the ‘use by’ date. The Contractor shall maintain records to permit identification of the Goods weighed out on site including the name of the manufacturer and the relevant batch number. All Goods shall be securely packed in trade packages normally used for commercial deliveries for either bulk or retail quantities within the United Kingdom. A delivery note ("Delivery Note") must accompany all Goods and the following details must be shown on the Delivery Note and/or on the outer cover of every package or product unless otherwise specified in the Contract:
All containers and wrappers shall be considered non-returnable unless otherwise directed as "returnable" on the Delivery Note. The Contractor shall collect without charge any returnable containers and pallets within twenty eight working days. Empty returnable containers and pallets not so collected may be returned by the Client to the Contractor. The Contract shall reimburse the Client for its reasonable expenses in this regard. Delivery of Goods shall be made in time to meet Client's daily meal requirements as set out in the Menu Cycle. The time of Delivery shall be of the essence. The client may alter the date and time for Delivery of Goods on giving the Contractor twenty four (24) hours notice to allow changes to the Contractor's delivery schedules. 7.0 Failure to Deliver If the Contractor does not Deliver the Goods or any part of them within the time or times specified in the Contract, then the Client without prejudice to any right or remedy may:
8.0 Contract price, Payment and Invoicing The Client shall pay the Contractor for the Services at the rates Set out in paragraph 2 of Schedule 1 hereto. The Contract Price shall include the costs of packaging, packing materials, addressing, labelling, loading and Delivery. Value Added Tax (VAT) shall be shown separately where applicable on all invoices submitted against this Contract. The Contractor shall invoice the Client on a weekly basis for all Goods and Services provided under this Contract and payment for the full amount due will be made within twenty eight days of date of invoice. Late payment will attract a charge of 0.5% interest for each week or part thereof until payment is made in full. The Contract Price shall include all royalties, licence fees or similar expenses in respect of making use of Intellectual Property Rights owned by the Contractor or a third party subject to the Client's compliance with the Licence. The Contract Price, and the other prices Set out in Schedule 1 hereto shall remain fixed for 12 months after commencement date or date of price review letter. Thereafter the Contractor shall be entitled to increase the Contract Price and the costs of the Additional Items not more than once in any twelve month period commencing on [same date] provided that the increase shall not exceed the percentage change in the Retail Price Index for the last preceding 12 month period. Additional items that are ordered as a last minute purchase out with Interchef, via the Supplier Order update facility or by telesales will attract an administrative charge of cost plus 12%. This is done to encourage planned purchases to be made via Interchef. 9.0 Insurance The Contractor shall insure against:
And the Contractor shall on written request produce evidence to the Client that such insurance cover is maintained. The Client shall bear the risk of any and all loss or damage to the Goods after Delivery howsoever caused including but not limited to any breakdown of the Client's storage equipment, fire and theft. The Contractor shall not be liable to the Client for any indirect or consequential loss arising out of or in Connection with this unless any such loss is recoverable under the Contractor's policies of insurance. 10.0 Termination Either party may at any time by written notice in writing terminate this Contract with immediate effect in any of the following events: If the other party shall become insolvent or bankrupt or any application shall be made for sequestration of his estate or a company deed be granted by him for the benefit of his creditors: or If the other party shall pass a resolution that the company shall be wound up (except for the purpose of amalgamation or reconstruction) or If an administrative receiver on behalf of a creditor shall be appointed or If the court shall make an administration order or If circumstances shall arise which entitle the court or a creditor to appoint an administrative receiver or which entitle the court to make a winding up order, administrative order or any equivalent order; If the other party is in breach of its obligations hereunder after having received fifteen (15) days' written notice of such breach from the party not in breach and where the breach is capable of remedy, having failed to remedy the breach during such period; PROVIDED THAT such termination shall not prejudice or affect the right of action or remedy which shall have accrued or shall otherwise accrue thereafter to the parties. If this Contract is continued after the Pilot Project either party may terminate this Contract by serving on the other party not less than [three months] written notice of termination. The provisions of clause 10 and any other provisions which by implication are intended to survive termination, shall survive termination. 11.0 Confidentiality Neither party shall before or after the date of termination of this Contract disclose to any other person, or use for any purpose except as contemplated by this Contract, any Information or any other information of a confidential nature (including but not limited to all information, data, know-how and product and process specifications pertaining to the business of the other party whether of a technical, operational, economic or other nature) which has been disclosed by one party (the "First Party") to the other (the "Second Party") under or pursuant to this Contract ("Confidential Information"), and shall keep all such Confidential Information confidential (whether it is marked as such or not), save to the extent that the Confidential Information: Is or becomes in the public domain, otherwise than by any default of the Second Party, or persons acquiring the same from the First Party; or Becomes known to the Second Party by the action of a third party not in breach of any obligation of confidence. 12.0 Force Majeure Notwithstanding anything else contained in this Contract no party shall be liable for any delay in performing its obligations hereunder If such delay is caused by circumstances beyond its reasonable control including (but not limited to) any delay caused by the act or omission of another party, acts of God, fire, flood, drought, explosion, theft, sabotage, embargo, riot, civil commotion, civil authority strikes or lock outs provided that either party may terminate this Contract without prejudice to any accrued liabilities of either party on notice to the other party If such event continues to prevent such performance for a period in excess of thirty (30) days. 13.0 Rights of Third parties The Contracts (Rights of Third Parties) Act 1999 is excluded, by the agreement of all the parties to this Contract from applying to this Contract to the maximum extent permitted by law. No term of this Contract is enforceable by any person who is not a party to it, whether in accordance with such Act or otherwise. This clause shall prevail in the event of any conflict between it and anything else in this Contract. 14.0 Notices All notices required to be given hereunder shall be in writing and sent to the address of the recipient Set out at the head of this Contract or such other address in England as the recipient may designate by notice given in accordance with the provisions of this clause. Any such notice may be delivered personally or by first class pre-paid letter or facsimile transmission and shall be deemed to have been served If by hand when delivered, If by first class post 48 hours after posting and If by facsimile transmission when despatched.
SCHEDULE 1 (The Specifications) 1. Ordering Goods The Contractor shall confirm receipt of the Menu Uptake Report via Interchef. Within one working day of receipt of the Menu Uptake Report, the Contractor will make available to the Client's cook-in-charge, the kitchen production sheets, loading sheets and delivery summaries (If requested) are available on the Contractor's Website http://www.interchef.co.uk. In the event that the Client fails to provide the Contractor with a correctly completed Menu Uptake Report, then the Contractor will provide the raw materials indicated on the Menu Uptake Report from the Standing Order Information used to create the Menu Uptake Report. The Contractor shall not be liable for any errors resulting from failure to receive from the Client any or a correctly completed Menu Uptake Report. The Client's cook-in-charge is to be responsible for ordering the Goods requirements, receiving, storage and distribution of the Goods from the Client's store to the Client's kitchens. The Contractor shall Deliver to the Client such Goods as are required to provide the meals that have been ordered in accordance with the Recipes and Portion Sizes. The Client shall provide all reasonable facilities on its premises to any staff employed by the Contractor to enable or facilitate the Contractor to perform the Services. 2.0 Contract Price The Contract Price shall be priced on the following basis: The price per person per day shall be inclusive of VAT (if applicable). Included in this fixed price can be breakfast, lunch (3 courses) and supper (3 courses) as detailed in the Menu Cycle and Recipes agreed in the Proposal. One day’s set-up training is included in the price. Any additional training will be charged at £150 per day (exclusive of VAT) plus expenses. The Contract Price shall exclude any extra issues including bread, milk, beverages, preserves, biscuits (sweet and savoury), fruit juices, diluting juices, sweeteners, sugars, dietary products, additional cereals, fats, sauces and seasonings ("the Additional Items"). The prices of the Additional Items are Set out in Schedule 7 hereto and which may be amended from time to time by the Contractor on giving the Client written notice. The Client shall be under no obligation to purchase the Additional Items from the Contractor and the Contractor shall be under no obligation to supply the Additional Items to the Client. The Cost of any Additional Items purchased by the Client will be added to the Contractor's invoices. Any changes to the Menu Uptake Report Sheets at Schedules 2 and 3 hereto are to be agreed by both parties. SCHEDULE 2 & 3 (Menu Uptake Report) SCHEDULE 4 (Supplier Delivery Schedule) SCHEDULE 5 & 6 (Recipe Report (includes portion size)) SCHEDULE 7 (Additional Items) By using the website http://www.interchef.co.uk you are agreeing to adhere and to abide to the terms and conditions Set out in this contract. Please press the back button on your browser to login. |