1.    GENERAL

 

Pelican Rouge Coffee Solutions Ltd. - GENERAL TERMS OF BUSINESS ("TERMS")

 

1.0These General Terms of Business govern the relationship between the parties in relation to the supply of Products and Services provided by Pelican Rouge Coffee Solutions Ltd to the Customer and incorporate the Credit Application and Sales Agreement and any appendices

1.1In these Terms and on the Sales Order Form:

1.1.1     "Accessories" means accessories to the Equipment, Services or Ingredients;or similar right in any jurisdiction throughout the world including any application or the right to apply for any of the

foregoing;

1.1.2     "Pelican Rouge Coffee Solutions Ltd." means Pelican Rouge Coffee Solutions Ltd. whose registered office is at Pelican Rouge Coffee Solutions Ltd, East Wing, 14th Floor, 389 Chiswick High Road, Chiswick, London W4 4AJ.

1.1.3     "Customer" means the person named on the Sales Order Form as the Customer;

1.1.4     "Delivery" means the delivery of the Items or any part thereof in accordance with these Terms;

1.1.5     "Delivery Date" means the date for delivery as specified on the Sales Order Form or as otherwise agreed between the parties; "Equipment"

1.1.6     means beverage dispensing machines by and through which Ingredients are sold;

1.1.7     "Force Majeure" means any circumstances beyond the reasonable control of either party;

1.1.8     "Intellectual Property Rights" means any patent, utility, model, design right, registered design, know-how, show-how; trade or service marks, rights in databases, topography rights and any equivalent "Items" means

1.1.9     Ingredients and/or Equipment and/or Service and/or Accessories provided by Pelican Rouge Coffee Solutions Ltd.;

1.1.10    "Loss" means any and all claims, demands, losses, expenses, costs, actions and proceedings whether of a direct, indirect, special or consequential nature or otherwise;

11.       "Ingredients" means items of food or drink packaged for supply by and through Equipment;

12.       "Sales Order Form" means the sales order form which has been signed by or on behalf of the Customer and Pelican Rouge Coffee Solutions  Ltd.;

13.       "Service" means repair and/or maintenance work of any type carried out by Pelican Rouge Coffee Solutions Ltd. and/or its appointed  agents;

14.       ''Specification'' means the description of the Ingredients and Equipment which may be issued by Pelican Rouge Coffee Solutions Ltd. to the  Customer.

1.2      These Terms (which, for the avoidance of doubt, shall include the contents of the Sales Order Form) apply to any supply by Pelican Rouge Coffee Solutions Ltd. of Items.

1.3      Any contract between Pelican Rouge Coffee Solutions Ltd. and the Customer ("the Contract") shall incorporate and be subject to these Terms and the acceptance by the Customer of any Items shall be conclusive proof that the Customer has accepted these

Terms. All other terms and conditions whether express or implied including without limitation the Customer's standard conditions of purchase are expressly excluded. No modification of these Terms shall be binding upon Pelican Rouge Coffee Solutions Ltd.

Unless made in writing by a director of Pelican Rouge Coffee Solutions Ltd.

1.4      The employees or agents of Pelican Rouge Coffee Solutions Ltd. are not authorised to make any representations concerning the Items unless confirmed by Pelican Rouge Coffee Solutions Ltd. in writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so  confirmed.

1.5      Any advice or recommendation given by Pelican Rouge Coffee Solutions Ltd. or its employees or agents to the Customer as to the storage, application or use of the Items which is not confirmed by Pelican Rouge Vending Services Ltd. in writing is followed or acted upon entirely at the risk of the Customer and accordingly Pelican Rouge Coffee Solutions Ltd. shall not be liable for any such advice or recommendation which is not so confirmed. The Customer agrees and undertakes that it will keep confidential and will not disclose or use for any purpose (other than to perform its obligations under the Contract) any information of a confidential nature (including trade

1.6      secrets and information of commercial value) which may be disclosed to it by or on behalf of Pelican Rouge Coffee Solutions Ltd.. Any plans, drawings, designs, specifications and other materials supplied to the Customer by Pelican Rouge Coffee Solutions Ltd. shall at all times remain Pelican Rouge Coffee Solutions Ltd’s property and shall be returned to Pelican Rouge Vending ServicesLtd immediately upon request.

The Customer acknowledges that in order to consider its application for credit with Pelican Rouge Coffee Solutions Ltd., it will be necessary for Pelican Rouge Coffee Solutions Ltd. to carry out appropriate credit reference checks and enquiries against the Customer. In that regard, the Customer hereby gives Pelican Rouge Coffee Solutions Ltd. its express authority and permission to carry out such checks and

1.7       

 

enquiries as it deems necessary and to compile and/or hold such personal information as comes into its possession or use in connection with this application.

2.    COMMENCEMENT, DURATION AND NOTICE

1.               This contract shall commence on the date of acceptance of these General Terms of Business and the order details set out in the Credit Application and Sales Agreement (‘the Initial Term’) and shall continue for the period specified in the Credit Application and Sales Agreement unless terminated earlier in accordance with clause 15. The Contract shall continue thereafter automatically without notice unless, no later than 3 months before the end of the Initial Term or an anniversary thereof, the Customer provides written notice of  termination.

2.               Any notice given to Pelican Rouge Coffee Solutions Ltd under or in connection with this contract shall be in writing and shall  be:

(a) delivered by hand or by pre-paid first-class registered post or other next working day delivery service at the following address: Customer Services Manager

Pelican Rouge Coffee Solutions Ltd Apollo House

Odyssey Business Park West End Road Ruislip Middlesex

HA46QD

3.               Any notice shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper  address;

(b) if sent by pre-paid first-class registered post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service

3.    PRICES

 

 

3.1      The price payable by the Customer for any Items, shall be that set out in Pelican Rouge Coffee Solutions Ltd’s published price list current at the time of the Customer's order or, if different, the price set out in the Sales Order Form ("the Contract Price").

3.2      All prices are exclusive of Value Added Tax, which will be charged at the rate applicable at the appropriate tax  point.

3.3      If, subsequent to signature of the Contract by Pelican Rouge Coffee Solutions Ltd. and the Customer, Pelican Rouge Coffee Solutions Ltd. incurs any increase in any of its costs including, but not limited to raw materials, labour or transport, then Pelican Rouge Coffee Solutions Ltd. may, without notice to the Customer, increase the price  payable.

4.    PAYMENT

1.   Except where Pelican Rouge Coffee Solutions Ltd. has agreed in writing to extend credit to the Customer the Contract Price for any Items shall be payable in full:

1.       upon Delivery or completion; or

2.       when the Items are ready for Delivery but Pelican Rouge Coffee Solutions Ltd. is prevented or delayed from delivering the Items due to Force Majeure; or

4.1.3 if the Customer wrongfully fails to take Delivery of theItems.

4.2      The time stipulated for payment shall be of the essence of the Contract and payment by post shall be at the risk of the Customer. Failure to pay within 7 days of the due date shall be deemed to be a repudiation of this Contract by the Customer at Pelican Rouge Coffee Solutions Ltd’s discretion.

4.3      Unless otherwise agreed in writing and except where insolvency laws provide otherwise the Customer shall not be entitled to set off against any monies due to Pelican Rouge Coffee Solutions Ltd. under the Contract any amount

claimed by or due to the Customer from Pelican Rouge Coffee Solutions Ltd.. Any Items which the Customer has not paid for in full on the due date and which are held by Pelican Rouge Vending Services Ltd. at its premises are so held at the Customer's risk.

4.4      Pelican Rouge Coffee Solutions Ltd. shall be entitled to interest on any outstanding amount from its due date until the date of actual payment such interest to accrue on a daily basis at the rate of 3% per annum above Pelican Rouge Coffee Solutions Ltd’s principal Banker's base lending rate during such period and such interest shall be paid monthly.

4.5      The Customer will pay the full list price for Ingredients supplied. Credit will be given only for any unopened and undamaged full cases of Ingredients.

5.    DELIVERY AND RISK

5.1      Delivery of any Items, shall be made to the Customer at the Delivery Address specified in the Sales Order Form 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 or if the Customer wrongfully fails to take Delivery of the Items the time when Pelican Rouge Coffee Solutions Ltd. has tendered Delivery of the Items. The property in the Items shall not pass to the Customer except as provided in clause 5 below.

5.2      Any date or period set out in the Sales Order Form or which is otherwise agreed by the parties for Delivery is approximate only and time shall not be of the essence for such Delivery. If Pelican Rouge Vending Services Ltd. is

prevented from delivering any Items at the time provided for Delivery by reason of Force Majeure then the period for Delivery shall be extended by the time lost due to such Force Majeure. Details of Force Majeure will be forwarded by Pelican Rouge Coffee Solutions Ltd. to the Customer as soon as reasonablypracticable.

5.3      Should the Customer fail to take Delivery on or before the Delivery Date Pelican Rouge Coffee Solutions Ltd. shall be  entitled:

5.3.1          if it has not already done so to invoice such Items forthwith and to take the invoice into  account;

5.3.2     to treat the Contract as repudiated by the Customer and without prejudice to any other right Pelican Rouge Coffee Solutions Ltd. may have against the Customer Pelican Rouge Coffee Solutions Ltd. shall be entitled to resell the Items and shall be entitled to be indemnified by the Customer for any Loss which it  suffers.

5.4      Pelican Rouge Coffee Solutions Ltd. reserves the right to deliver the Items by instalments and where Pelican Rouge Coffee Solutions Ltd. does so each Delivery shall constitute a separate contract and any failure by it to deliver

any one or more of the instalments in accordance with these Terms or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.

The Customer shall store and transport the Items in conditions that will preserve the Items in good condition. The Customer shall comply with all reasonable requests made by Pelican Rouge Vending Services Ltd. with regard to

5.5      the conditions in which the Items are to be stored and  transported.

 

6.    TITLE

6.1     Title to 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 Pelican Rouge Coffee Solutions Ltd. on any other

account has been paid or satisfied in full and the Customer shall hold the same as fiduciary agent of and bailee for Pelican Rouge Coffee Solutions Ltd.. Accordingly, the Customer shall store Items separately from goods owned by it or any third party and shall appropriately identify and mark Items as belonging to Pelican Rouge Coffee Solutions Ltd. and will insure such Items for their replacement value with

a         reputable insurer and note Pelican Rouge Coffee Solutions Ltd’s interest on any policy documents until such time as the Customer pays Pelican Rouge Coffee Solutions Ltd. in full for the Items.

 

 

 

 

the

 

6.2              

 

Until such time as title to the Items has passed to the Customer (and provided that the Items are still in existence and have not been resold) Pelican Rouge Coffee Solutions Ltd. shall be entitled at any time to require the Customer to deliver up the Items to Pelican Rouge Coffee Solutions Ltd. and if the Customer fails to do so forthwith Pelican Rouge Coffee Solutions Ltd. or its agents may enter the Customer's premises and take possession of any Items in which title remains with Pelican Rouge Coffee Solutions Ltd. and remove and dispose of them as it thinks fit. Pelican Rouge Coffee Solutions Ltd. shall apply proceeds of disposal (after deduction of all expenses) in discharge of the amount unpaid by the Customer.

 

7.    INTELLECTUAL PROPERTY

Unless otherwise agreed in writing:

7.1     all copyright and design rights in any drawings or designs created by or on Pelican Rouge Coffee Solutions Ltd’s behalf in the performance of the Contract or which otherwise relate to the Items; and

7.2     all Intellectual Property Rights in relation to the Items and their method of manufacture shall vest in Pelican Rouge Coffee Solutions Ltd. and remain its property notwithstanding the purchase of the Items by the Customer and the Customer undertakes to enter into such agreements or deeds as Pelican Rouge Coffee Solutions Ltd. shall require to vest any such Intellectual Property Rights as aforesaid.

8.     SUPPLY OF EQUIPMENT (ON FREE LOAN, FOR HIRE OR ON TRIAL)

1.   Where Equipment is supplied to the Customer by Pelican Rouge Coffee Solutions Ltd, whether on trial, free loan or for hire, the Customer  shall:

1.       Be responsible for the safekeeping of the Equipment and, as far as possible, protect it from loss, damage, theft and  fire.

2.       Keep the Equipment insured to 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 and shall note Pelican Rouge Coffee Solutions Ltd interest on any policy  documents.

3.       Return the Equipment upon completion of the loan, trial or hire period in the condition in which it was delivered, fair wear and tear excepted.

4.       Not lend, hire, charge, part with possession or otherwise dispose in whole or in part of its rights in the  Equipment.

5.       Only dispense through the Equipment Ingredients which have been purchased from Pelican Rouge Coffee Solutions Ltd..

2.   In the event that any Equipment supplied to the Customer is damaged whilst in the Customer's possession, custody or control, then Pelican Rouge Coffee Solutions Ltd. may recover the Equipment, carry

 

such repairs as in its opinion are reasonably necessary to restore the Equipment to a saleable condition and the Customer shall pay to Pelican Rouge Coffee Solutions Ltd. the cost of such repairs upon receipt of Pelican Rouge Coffee Solutions Ltd’s invoice. If the Equipment is not capable of repair the Customer shall pay to Pelican Rouge Coffee Solutions Ltd. the value of the Equipment upon receipt of Pelican Rouge Coffee Solutions Ltd’s invoice. No title to the Equipment shall pass to the Customer at any time.

8.3      Pelican Rouge Coffee Solutions Ltd. reserves the right to withdraw the Equipment at any time if the Equipment is not being used in accordance with Pelican Rouge Coffee Solutions Ltd’s operating  procedures or is dispensing

8.4      Ingredients not supplied by Pelican Rouge Coffee Solutions Ltd..

The Customer will not change the location of any Equipment without the prior written approval of Pelican Rouge Coffee SolutionsLtd..

8.5      The period of the loan or rental agreement shall be as specified on the Sales Order Form and shall continue thereafter subject to the Customer or Pelican Rouge Coffee Solutions Ltd. giving 60 (sixty) days notice in writing. For

8.6      the avoidance of doubt, in the event that the Customer gives such notice to Pelican Rouge Coffee Solutions Ltd., any obligations of the Customer to take delivery of and pay for Ingredients as set out on the Sales Order Form shall continue.

 

9.1 Where, at the request of the Customer, Pelican Rouge Coffee Solutions Ltd. agrees to supply Equipment on trial the following clauses shall apply in addition to such others of these Terms as are not inconsistent there with:

 

The Customer shall at the time of the request for delivery and installation "on trial" pay a deposit of £250.00 plus Value Added Tax or such other sum as Pelican Rouge Coffee Solutions Ltd may demand. The 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 Pelican Rouge Coffee Solutions Ltd. in writing. Unless at or before the end of the trial period, the Customer has notified Pelican Rouge Coffee Solutions Ltd. 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 to pay the balance of the purchase price after the amount of the deposit paid by the Customer has been deducted there from. Where. the Customer gives such a notice as is mentioned in sub-paragraph 8.1.3 above it shall not be effective until the Customer has returned to Pelican Rouge Coffee Solutions Ltd. all the Equipment supplied on trial.

10.   HIRE OFEQUIPMENT

1.               Where Equipment is hired to the Customer, the Customer shall pay:

1.                  Any advance rental prior to the delivery of the Equipment;

2.                  Any periodic rentals at the time or times provided.

11.   MINIMUM PURCHASE OBLIGATIONS AND EXCLUSIVITY

 

11.1    The Customer agrees to purchase all products exclusively from Pelican Rouge Coffee Solutions Ltd for the duration of the contract. Failure to do so will constitute a breach of contract and will entitle Pelican Rouge Coffee Solutions Ltd to terminate the contract in accordance with the provisions of clause  15.

11.2    For each item of equipment the customer agrees to purchase the minimum monthly cases of Product specified on the sales order form. Failure to purchase such minimum quantities will be a breach of contract and will entitle

11.3    Pelican Rouge Coffee Solutions Ltd, at its option, to terminate the contract in accordance with clause  15

In addition to the right to terminate the contract, Pelican Rouge Coffee Solutions Ltd may invoice the Customer and the Customer shall pay the following charges as liquidated damages in respect of each particular case of

Product by which the Customer fails to purchase its minimum purchase obligation. Standard selling price of that particular product less 30%.

11.4    Failure to meet Product purchase requirements shall require the Customer to pay service costs at the current listed call out rates and/or the Customer shall be required to enter a formal maintenance contract.

 

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 related faults:

1.       All Ingredients and Equipment supplied by Pelican Rouge Coffee Solutions Ltd. are warranted to be free from defects at the date of  Delivery.

2.       All workmanship undertaken by Pelican Rouge Coffee Solutions Ltd., its servants or agents is warranted to have been carried out with reasonable care and skill.

 

THE CUSTOMER'S ATTENTION IS SPECIFICALLY DRAWN TO THE FOLLOWING PROVISIONS WHICH RELATE TO EXCLUSIONS AND LIMITATIONS UPON Pelican Rouge Coffee Solutions Ltd LIABILITY:

13.1            Save as is otherwise expressly set out herein all warranties, conditions or other terms, whether implied by statute or common law are excluded to the fullest extent permitted by law and Pelican Rouge Vending Services Ltd. shall have no liability to the Customer other than as expressly set out  herein.

13.2            Any Specification supplied by Pelican Rouge Coffee Solutions Ltd. shall be approximate only and for information and guidance only and shall not form part of the Contract.

13.3            The Customer shall be deemed to have inspected the Items upon Delivery and Pelican Rouge Coffee Solutions Ltd. shall have no liability to the Customer in relation to damage to the Items in transit which was apparent on inspection or which would have been apparent on reasonable inspection unless such damage is notified to Pelican Rouge Coffee Solutions Ltd. in writing within three days of Delivery specifying (in such detail as Pelican Rouge Coffee Solutions Ltd. shall reasonably require) the damage to the  Items.

13.4            Pelican Rouge Coffee Solutions Ltd. shall have no liability to the Customer in relation to non-delivery of the Items unless such non-delivery is notified to Pelican Rouge Coffee Solutions Ltd. in writing within three days of the Delivery Date.

13.5            Where any valid claim in respect of short delivery or non-delivery of or damage to the Items is notified to Pelican Rouge Coffee Solutions Ltd in accordance with these Terms, Pelican Rouge Vending Services Ltd. shall be entitled to supply Items to remedy any short delivery or non-delivery or damage free of charge or, at its discretion, refund to the Customer the price of the relevant Items but Pelican Rouge Vending Services Ltd. shall have no further liability to the Customer.

13.6            Any claim based upon a defect in the quality of the Items or a failure of the Items to meet their Specification must be made in writing by the Customer within one month of the date of Delivery of the Items where the defect or failure was ascertainable by reasonable inspection or where the defect or failure was not ascertainable by reasonable inspection upon Delivery within one month of the date upon which the defect or failure became apparent to the

Customer or ought reasonably to have become apparent to the Customer provided that the Customer shall not be entitled to make any claim based upon the quality or condition of the Items or any failure of the Items to meet the Specification after the expiration of six months from the date of Delivery of such Items.

7.    If any valid claim is made by the Customer in accordance with clause 13.6 Pelican Rouge Coffee Solutions Ltd. shall be entitled at its sole discretion to:

1.        replace the defective Items or parts thereof free of charge; or

2.        refund to the Customer the price (or proportionate price) of the defective Items.

13.8            Pelican Rouge Coffee Solutions Ltd. shall have no liability to the Customer under or arising out of or otherwise in connection with the Contract or the supply of Items by Pelican Rouge Vending Services Ltd. to the Customer and/or their use or resale by the Customer in contract tort including negligence or breach of statutory duty or by reason of any representation (unless fraudulent) or any implied warranty condition or other terms or any duty at common law or otherwise for loss of profit, business, contracts, revenues or anticipated savings or for any special indirect or consequential damage or loss of any nature or for the costs of recall of any Items except as may otherwise be expressly provided for in these Terms. Subject to clause 12.10 the provisions of clause 12.5 and 12.7 represent the full extent of Pelican Rouge Coffee Solutions Ltd’s liability with regard to any defect in the Items or a failure by the Items to meet Specification.

13.9            Notwithstanding any provision of these Terms Pelican Rouge Coffee Solutions Ltd. shall have no liability to the Customer in respect of any defect in the quality of the Items where the defect or failure hasarisen as a result of

improper storage or any act or omission of the Customer.

13.10    For the avoidance of doubt nothing in these Terms shall be deemed to exclude or restrict the liability of Pelican Rouge Coffee Solutions Ltd. for death or personal injury arising from the negligence of Pelican Rouge Coffee Solutions Ltd., its employees or agents.

 

 

 

14.1            Subject to the limitations set out in this clause and to the Customer complying with its obligations under the Contract, Pelican Rouge Coffee Solutions Ltd. will maintain the Equipment in good working order. Maintenance shall not include:

14.2            1.    Repairs or refurbishment which, in Pelican Rouge Coffee Solutions Ltd’s view, arise from any cause other than fair wear and tear or which amount to a major overhaul;

2.        The replacement of consumable Items including but without limitation, cartridges, filters, drip trays and brewer chamber  components;

3.        Routine service visits requested by the Customer.

Pelican Rouge Coffee Solutions Ltd. shall not be obliged to provide any maintenance pursuant to this Contract where all or any part of any outstanding monies remain unpaid.

14.3    

14.4            The Customer will permit Pelican Rouge Coffee Solutions Ltd., its employees and subcontractors access to the Equipment at all reasonable times for the purpose of maintenance.

 

1.   If any of the following events occur, are threatened or in the opinion of Pelican Rouge Coffee Solutions Ltd are likely to  occur:

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 Pelican Rouge Coffee Solutions Ltd, requesting that it be remedied; or

2.       Any distress or execution is levied upon any of the Ingredients or property of the Customer or upon any Ingredients title to or property in which is in Pelican Rouge Coffee Solutions Ltd pursuant to this Contract;or

3.       The Customer (or where the Customer is in partnership any partner thereof) offers to 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

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 (save for the purpose of reconstruction or amalgamation without insolvency and previously approved in writing by Pelican Rouge Coffee Solutions Ltd): Then Pelican Rouge Coffee Solutions Ltd shall be entitled (without prejudice to its other claims and rights under the contract) to suspend further performance of the Contract and of any other contract between Pelican Rouge Coffee Solutions Ltd, and the Customer for such time as it shall in its absolute discretion think fit or (whether or not notice of such suspension shall have been given) to treat the contract as wrongfully repudiated by the customer and forthwith terminate the Contract or any other contract between Pelican Rouge Coffee Solutions Ltd and the customer (either with or without notice to the Customer). Notwithstanding any previous agreement to the contrary the Customer shall immediately pay Pelican Rouge Vending Services Ltd the price for all items delivered or due to be delivered up to and including the date of termination and shall in addition indemnify Pelican Rouge Coffee Solutions Ltd against

any Loss incurred in connection with the non-performance of the contract.

 

 

 

 

16.1 If at any time any one or more of these Terms (or any paragraph, sub-paragraph or any part thereof) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted here from and the validity and/or enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired thereby.

 

17.1 Pelican Rouge Coffee Solutions Ltd. shall be entitled without the prior approval of the Customer to assign, subcontract or sub-let the Contract or any part thereof, but the Customer shall not be so entitled without the prior written approval of Pelican Rouge Coffee Solutions Ltd.. Further, Pelican Rouge Coffee Solutions Ltd. may assign either absolutely or by way of charge the whole or any part of any sum which is or may become due and payable to it under this Contract.

 

18.1 The rights and remedies of Pelican Rouge Coffee Solutions Ltd. under this Contract shall not be diminished waived or extinguished by the granting of any indulgence, forbearance or extension of time by Pelican Rouge Coffee Solutions Ltd. nor by any failure of or delay by Pelican Rouge Coffee Solutions Ltd. in asserting or exercising any such rights or remedies.

 

19.1           These Terms together with such other terms as are expressly incorporated herein by reference or are otherwise agreed in writing by Pelican Rouge Coffee Solutions Ltd and the Customer shall together constitute the entire agreement between Pelican Rouge Coffee Solutions Ltd and the Customer relating to the supply by Pelican Rouge Coffee Solutions Ltd. of any Items to the Customer.

 

20.1 These Terms and each and every Contract made pursuant hereto shall be governed by and construed in all respects in accordance with the Laws of England and Pelican Rouge Coffee Solutions Ltd. and the Customer irrevocably submit to the exclusive jurisdiction of the English Courts.

 

Pelican Rouge Coffee Solutions Ltd, Odyssey Business Park, West EndRoad, Ruislip, Middlesex HA4 6QD

Tel: 0800 230 0097 Fax: 020 8526 8102   info@pelicanrouge.co.uk www.pelicanrouge.co.uk