Our services : Transportation and delivery Wine Tasting Providing wine list On line shop Italian Finest Quality Catering www.annessa.com [email protected]020 8804 3900 Purveyors of Fine Food from Europe Purveyors of Fine Food from Europe The company was formed with the intention of importing the finest Italian provisions and distributing them to the Italian Retail and Food service trade. Success was achieved by association with strong brands. Today we are proud to be associated with such prestigious companies as: De Cecco, Negroni, La Molisana, Auricchio, Bauli, Cafè do Brasil, Cirio etc. As the market evolved, Annessa moved more and more into the Food Service sector and received an ever increasing demand for Italian wines and spirits. Today we are an important supplier of Italian Foods and Wines in to the Food Service Industry. We deal with such suppliers of wine as: Tinazzi, Vignali Roccamora, Genagricola, Rocca delle Macie, Zaccagnini, Borgo Magredo, Mottura, Marisa Cuomo, etc. Annessa Imports distributes with own fleet of vehicles and distribution staff, thus giving a personalised service. Greater London deliveries are done on a daily basis. In the South of England (i.e. All areas South of Birmingham) we deliver on a weekly basis. In addition, we supply a network of whole- sale customers throughout the UK. Currently the company has circa 2000 active sales accounts. The company has 11 sales people who visit accounts on a weekly basis to inform customers of any promotions or new products. This is reinforced by a telesales team who contact customers on a next day delivery service basis..
from EuropeThe company was formed with the intention of importing the finest Italian provisions and distributing them to the Italian Retail and Food service trade. Success was achieved by association with strong brands. Today we are proud to be associated with such prestigious companies as: De Cecco, Negroni, La Molisana, Auricchio, Bauli, Cafè do Brasil, Cirio etc. As the market evolved, Annessa moved more and more into the Food Service sector and received an ever increasing demand for Italian wines and spirits. Today we are an important supplier of Italian Foods and Wines in to the Food Service Industry. We deal with such suppliers of wine as: Tinazzi, Vignali Roccamora, Genagricola, Rocca delle Macie, Zaccagnini, Borgo Magredo, Mottura, Marisa Cuomo, etc.
Annessa Imports distributes with own fleet of vehicles and distribution staff, thus giving a personalised service. Greater London deliveries are done on a daily basis. In the South of England (i.e. All areas South of Birmingham) we deliver on a weekly basis. In addition, we supply a network of whole-sale customers throughout the UK.
Currently the company has circa 2000 active sales accounts. The company has 11 sales people who visit accounts on a weekly basis to inform customers of any promotions or new products. This is reinforced by a telesales team who contact customers on a next day delivery service basis..
ITALIAN CHARCUTERIE PRODUCTSWith over 100 years of experience, the Negroni company now forms part of the Gruppo Veronesi Group representing one of the most important producers of Italian charcuterie products.
Cured Ham - Prosciutto And San DanieleAir cured ham is certainly the king of Italian meats and we offer a fine range to suit different local tastes.
Negroni mortadella is made only from pure pork and is distinguished by the selection of raw materials, the careful flavouring with or without pistachios and slow steam baking.NEG5008 Mortadella Stella Negroni 3x6kgNEG5218 Mortadella Esp Cil Negroni 10x3kgVER0002 Mortadella IGP Veroni 900gNEG5568 Mortadella Primula Negroni 1x11kgNEG5120 Mortadella Primula Negroni 3x6kg
Negroni Coppe and PancettaNegroni offers the most characteristic and traditional "Coppe & Pancette" (neck of pork & bacon).NEG2045 Pancetta Magretta Meta Negroni 6x2kgNEG86471A Cubetti Pancetta Affumicata Negroni 16x2x70gVER0003 Pancetta cubetti Veroni 4x1kgNEG2134 Pancetta Affumicata Meta Negroni 1x1.2kg
NEG4220 Coppa Nostrano MZ Negroni 800gNEG4221 Coppa Nostrano Negroni 1.7kg
Negroni Speck and BresaolaNEG4122 Speck Meta Negroni 2x2.4kg
A constellation of traditional reginal salami, made in strict accordance with old tradition.Truly unique specialities that are the jewel in the crown of this range of salami with inimitable flavours.
Aged for at least 24 months Parmigiano Reggiano is produced only in Parma, Reggio Emilia,Modena and Bologna the methods of making and ripening this cheese have remained unchanged for the past seven centuries. It is a hard, semi-fat cheese, cooked and slowly ripened. It fractures into chips and has a rind which is smooth and golden. Its flavour is rich but not spicy.
Produced for centuries in the Po Valley, Grana Padano is a hard semi-fat cheese made from partiallyskimmed cows' milk. It has a hard, grainy texture with flake fracture. The interior colour is pale yellowand has a which is smooth and golden.
Product Cod Description Brand Pack
Reggiano Vack pack 1kgCAB0053
CAB0067 Grated Vegetarian Cheese 1kgCAB0040 Grana Padano 1/16 2kg
PASTA ORO GIALLOTruly artisan pasta production born from the passion of the Milito family. The finest wheats, the natural drying process and the observation of local traditions result in this excellent regional pasta.
DRY ORO0011 Le Orecchiette Dry 12x500gORO0012 Le Trofie 12x500gORO0014 Gli Anelli 12x500gORO0016 I Fusilli Napoletani 12x500gORO0024 Fusilli Al Ferretto 12x500gORO0033 Gli Scialatelli Dry 12x500gORO0036 Le Tagliatelle Piccante Dry 12x500g
Over a hundred years ago, in Abruzzo, began the story of the Molino, the mill, and the De Cecco brother's pastificio, which now has a worldwide synonym for quality and Italian pleasure.
De Cecco Extra Virgin Olive OilDEC0501 Extra Virgin Olive Oil bottle 12x500mlDEC0500 Extra Virgin Olive Oil bottle 12x1ltDEC0515 Extra Virgin Olive Oil tins 2x5ltr
De Cecco FlourDEC0410 Farina di grano duro 'OO' 10x1kgDEC0411 Farina di semola di grano duro 'O' 10x1kg
De Cecco Tomato SaucesDEC1911 Sugo alla bolognese 6x400gDEC3913 Sugo alla siciliana 6x400gDEC4914 Sugo all'arrabbiata spicy 6x400gDEC6916 Sugo alla napoletana 6x400g
Pesto SaucesPUC0001 Pesto Alla Genovese Pucci 6x1kgPUC0002 Pest Alla Genovese Pucci 6x530gPUC0003 Pesto Alla Genovese Pucci 12x130gPUC0004 Pesto Ai Pomodori Secci 12x130gDEC6919 Pesto Alla Genovese De Cecco 12x200g
ITALIAN PIZZA & PASTA FLOURProduct Cod Description Pack
Retail
Catering
FAR2001 Farina "00" Oro 5 Stagione (Red) 25kgFAR2002 Farina "00" Standard 5 Stagione (L-Blue) 25kgFAR2003 Farina "00" R 5 Stagione (Green) 25kgFAR2004 Farina "00" Per Pasta 5 Stagione 25kgFAR2005 Farina "00" Super 5 Stagione (D-Blue) 25kgFAR2007 Farina "00" Gluten Free Flour 5 Stagione 20x500gCAL0143 Polenta Classica 5 Stagione 10x1kgFAR2014 Farina "00" Red 10x1kgFAR2011 Spolverizza 5kgFAR2012 Farina "00" Napolitana 5 Stagione 25kgFAR2015 Farina "00" Manitoba (BROWN) 25kg
PUCCIPUC0006 Olive Verdi Rondelle 6x3kgPUC0007 Olive Nere Rondelle 6x3kgPUC0008 Peperoni Red & Yellow Filletti 3x3.7kgPUC0009 Frutto Del Cappero 6x500gPUC0010 Artichokes Spicchi Natural 6x2.5kgPUC0011 Artichokes Spicchi in Olio 6x2.45kgPUC0012 Melanzane Grigliate Vaso (Jar) 2x1.5kgPUC0015 Capers Medium 2x3100gPUC0039 Cocktail Gherkins 2x3050gPUC0017 Peperoni Grigliati Vaso (Jar) 2x1.5kgPUC0021 Insalatina Naturale 6x2.65kgPUC0022 Cipolle Aceto Balsamico 6x2.5kgPUC0023 Artichokes in Oil Vaso (Jar) 2x2950gPUC0024 Artichokes with Stem (Tin) 6x2.45kgPUC0026 Crema di Funghi Tartufi 6x530gPUC0036 Sun dried tomato's in oil (Jar) 2x2950gPUC0044 Giardiniera (Jar) 2x3100g
The Pancrazio family has been processing tomato products since 1930 when it established its plant in Cavade Tirreni, a small town in the Salerno area. Its founde r, Annibale Pancrazio, started processing peeledtomatoes and tomato paste, and also producing empty cans for his own needs. Today, the company is one of the oldest processers of tomatoes and their derivatives, boiled pulses in brine and sauces.
DEL0002 Tuna in Olive Oil Delicius tin 24x2x160gDEL0004 Tuna in Olive Oil Delicius tin 32x3x80gSTA0000 Tuna in Oil tin 6x1880gSTA0002 Tuna in Brine tin 6x1700gDEL0011 Anchovy Fillets Delicius jar 12x80gDEL0008 Anchovy Fillets tin 24x368gDEL0007 Sardines in Olive Oil Delicius tin 10x120g
TOR0002 Cetrato 12x100g
ORT0023 Large Black Olives CRESP tin 3x5kg
ORT0026 Pitted Black Olives CRESP tin 3x4250gORT0019 Medium Black Olives IPOSE tin 3x5kg
KAT0023 Pitted Black Olives jar 12x340g
ORT0024 Large Green Olives CRESPO tin 3x5kg
ORT0025 Pitted Green Olives ORTO tin 3x5kg
KAT0010 Queen Green Olives jar 12x340g
ORT0030 Gordal Large Green Olives jar 6x907g
ORT0021 Medium Green Olives 3x5kg
KAT0022 Pitted Green Olives jar 12x340g
ORT0031 Pitted Black Olives jar 6x907g
ORT0032 Pitted Green Olives jar 6x907g
STUFFED GREEN OLIVESKAT0077 Olives and Pimiento jar 12x340gORT0033 Green Olives W/Pimiento jar 6x907g
SEA FOOD
GREEN OLIVES
OTHER OLIVES
CETRATO
BLACK OLIVES
Product Cod
Description Brand Pack
CANNED FISH
OLIVES
DEL1000 Vongole Naturale Clams tin 6x800g
REN0020 Seafood Salad with Veg 2x5kg
DEL0006 Delicius Vongole Guscio jar 6x515g
REN0000 Seafood Salad Top Quality 2x5kg
DEL0002 Tuna in Olive Oil Delicius tin 24x2x160gDEL0004 Tuna in Olive Oil Delicius tin 32x3x80gSTA0000 Tuna in Oil tin 6x1880gSTA0002 Tuna in Brine tin 6x1700gDEL0011 Anchovy Fillets Delicius jar 12x80gDEL0008 Anchovy Fillets tin 24x368gDEL0007 Sardines in Olive Oil Delicius tin 10x120g
TOR0002 Cetrato 12x100g
ORT0023 Large Black Olives CRESP tin 3x5kg
ORT0026 Pitted Black Olives CRESP tin 3x4250gORT0019 Medium Black Olives IPOSE tin 3x5kg
KAT0023 Pitted Black Olives jar 12x340g
ORT0024 Large Green Olives CRESPO tin 3x5kg
ORT0025 Pitted Green Olives ORTO tin 3x5kg
KAT0010 Queen Green Olives jar 12x340g
ORT0030 Gordal Large Green Olives jar 6x907g
ORT0021 Medium Green Olives 3x5kg
KAT0022 Pitted Green Olives jar 12x340g
ORT0031 Pitted Black Olives jar 6x907g
ORT0032 Pitted Green Olives jar 6x907g
STUFFED GREEN OLIVESKAT0077 Olives and Pimiento jar 12x340gORT0033 Green Olives W/Pimiento jar 6x907g
PER0002 Percolator 3 cup eachPER0003 Percolator 6 cup eachPER0004 Percolator 9 cup eachPER0005 Percolator 12/14 cup eachPER0011 Filter for percolator 3 cup eachPER0012 Filter for percolator 6cup eachPER0014 Filter for percolator 14 cup each
Handles, rings and funnels for percolators are also available
The customer’s attention is drawn in particular to the provisions of clauses 4.2, 4.7, 5, 6 and 9.
1. INTERPRETATION1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are openfor business.Conditions: the terms and conditions set out in this document as may be amended from time to time inaccordance with clause 11.6.AIL: Annessa Imports Limited, a company registered in England and Wales with company number02747288 and whose registered office is at The Pinnacle 170 Midsummer Boulevard Central MiltonKeynes Buckinghamshire MK9 1BP and the supplier of the Goods.Contract: the contract between AIL and the Customer for the sale and purchase of the Goods enteredinto in accordance with these Conditions.Customer: the person or firm who purchases the Goods from AIL.Delivery Location: the location specified by the Customer on ordering the Goods or Special Order Goodsor such other location as the parties may agree.Force Majeure Event: has the meaning given in clause 10.Goods: the goods or products (or any part of them) whether Special Order Goods or otherwise set out inAIL’s invoice to the Customer.Order: the Customer’s invitation to AIL to supply the Goods set out on AIL’s invoice to the Customer. Purchase Price: the amount set out as payable for the Goods in AIL’s invoice to the Customer for the GoodsTerms for payment: payment shall be made to AIL by the Customer no later than 30 days from the date ofAIL’s invoice to the Customer (the “due date for payment”) unless otherwise confirmed in writing by AIL. Special Order: an order placed by the Customer for special seasonal or other specialised goods orproducts (including but not limited to products personalised for the Customer) to be supplied to theCustomer by AIL.Special Order Goods: goods or products to be supplied to the Customer by AIL pursuant to a Special Order Special Order Form: the form used by AIL for the placement by the Customer of an order for SpecialOrder Goods.
1.2 Construction. In these Conditions, the following rules apply:(a) ‘person’ includes a natural person, corporate body or unincorporated body (whether or not having
separate legal personality).(b) A reference to a party to this Contract includes its personal representatives, successors or permitted
assigns.(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended
or re-enacted and includes any subordinate legislation made under that statute or statutoryprovision, as amended or re-enacted as at the date of the Contract.
(d) Any phrase introduced by the terms ‘including’, ‘include’, ‘in particular’ or any similar expressionshall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to ‘writing’ or ‘written’ includes faxes and e-mails.
2. BASIS OF CONTRACT2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to
impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 2.2 The Order constitutes an invitation by the Customer to AIL to tender the Goods for purchase by the
Customer in accordance with these Conditions. The Customer is responsible for ensuring that the Goodstendered for purchase by the Customer are complete and accurate and in accordance with the Order.
2.3 Save for Special Order Goods (which are subject to the provisions of clause 2.4), the Contract shall onlybe entered into when the Customer signs the invoice for the Goods on delivery of the Goods by AIL orany courier used by AIL at which point the Contract shall come into existence.
2.4 In circumstances where the Customer places a Special Order for Goods the Customer’s order shall bean irrevocable offer to purchase the Special Order Goods on these Conditions and the Customer shall inany event be bound to accept delivery of them and shall be liable to make full payment for them inaccordance with these Conditions as varied or supplemented by the terms set out in any completedSpecial Order Form. In the event of any conflict between these Conditions and the terms set out in thecompleted Special Order Form the terms set out in the Special Order Form shall prevail.
2.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that ithas not relied on any statement, promise, representation, assurance or warranty made or given by or onbehalf of the AIL which is not set out in these terms and conditions.
2.6 Any samples, drawings, descriptive matter, or advertising produced by AIL and any illustrations containedin AIL’s price lists or on-line food and wine brochures are produced for the sole purpose of giving anapproximate idea of the Goods described in them. They shall not form part of the Contract or have anycontractual force.
3. GOODSSave for Special Order Goods the Goods shall be and are identified in AIL’s invoice by reference to theirdescription and also as set out in AIL’s published brochures and on-line brochures for products offered forsupply by AIL. Special Order Goods shall be and are identified in AIL’s invoice by their description in the SpecialOrder or the completed Special Order Form.
4. DELIVERY 4.1 AIL shall tender the Goods at the Delivery Location for purchase by the Customer.4.2 The Customer shall diligently check the Goods tendered by AIL for shortages or damages and shall
immediately notify AIL of any defects or shortages. The Customer, having had the opportunity to inspectthe Goods prior to contracting with AIL, accepts that the Goods delivered conform with clause 5.1 belowand any contractual requirement as to volume weight or quantity. As many Goods supplied by AIL are ofa perishable nature the Customer is taken to have accepted the Goods on delivery unless the Customerimmediately informs AIL of any defect.
4.3 Delivery of the Goods shall take place on the Customer’s signature of the AIL invoice delivered with theGoods or Special Order Goods following the arrival of the same at the Delivery Location.
4.4 For the avoidance of doubt time of delivery is not of the essence and any date or time for delivery statedby the Customer or provided by AIL shall be indicative only of the date or time at which AIL proposes todeliver the Goods to the Customer.
4.5 In the event that any contractual obligation arises on the part of AIL to deliver the Goods on a specifieddate or time:4.5.1AIL shall not be liable for any delay in or failure of delivery of the Goods that is caused by a Force
Majeure Event or the Customer’s failure to provide AIL with adequate delivery instructions or anyother adequate instructions that are relevant to the supply and/or delivery of the Goods.
4.5.2If AIL fails to deliver the Goods and cannot supply them within 3 Business Days, its liability shall belimited to the costs and expenses incurred by the Customer in obtaining replacement goods ofsimilar description and quality in the cheapest market available, less the price of the Goods.
4.6 In relation to Special Order Goods only, if the Customer fails to take delivery of the Special Order Goodsfrom AIL within three Business Days of AIL attempting delivery thereof or notifying the Customer thatthe Special Order Goods are ready for delivery then except where such failure or delay is caused by aForce Majeure Event or any breach of contract on the part of AIL:(a) delivery of the Special Order Goods to the Customer shall be deemed to have been completed at
9.00 am on the third Business Day after the day on which the AIL attempted to deliver the same;
(b) AIL shall store the Special Order Goods on behalf of the Customer until delivery takes place at theDelivery Location, and charge the Customer for all related costs and expenses (including insurance)of so doing.
(c) If 4 Business Days after the day on which AIL attempted delivery the Customer has not takendelivery of the Special Order Goods, AIL may resell or otherwise dispose of part or all of the sameand, after deducting reasonable storage and selling costs, account to the Customer for any excessover the Purchase Price of the same or charge the Customer for any shortfall below the PurchasePrice of the same.
4.7 Where the Goods are described as defined in clause 3 above by reference to volume weight or quantitythe Goods shall be deemed to conform with the Contract description unless the volume weight or quantityof the Goods delivered differs by more than 5% from the Contract description.
4.8 AIL may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalmentshall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle theCustomer to cancel any other instalment.
5.1 AIL warrants that on delivery the Goods shall:(a) conform in all material respects with their description as defined in clause 3 above and with all
legislation and regulations relating to the same in force in England and Wales on the date theContract is entered into;
(b) be free from material defects(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and(d) be reasonably fit for any purpose held out by AIL.
5.2 Subject to clause 5.1, if:(a) the Customer immediately notifies AIL of any defects or shortages or that some or all of the Goods
do not comply with the warranty set out in clause 5.1; and(b) if requested AIL is given a reasonable opportunity of examining such GoodsAIL may, at its option, on collecting the Goods either give credit for any damaged or missing Goods orreplace them. Pursuant to clause 4.2, the Customer is taken to have accepted the Goods on deliveryunless the Customer immediately informs AIL of any defect.
5.3 AIL shall not be liable for any failure of the Goods to comply with the warranty set out in clause 5.1 inany of the following events:(a) the Customer makes any further use of such Goods after giving notice in accordance with clause
(b) the failure arises because the Customer failed to follow AIL’s oral or written instructions as to thestorage, use and maintenance of the Goods or (if there are none) good trade practice regarding the
(c) the Goods differ from their description as a result of changes made to ensure they comply withapplicable statutory or regulatory requirements
(d) any failure arises from circumstances or matters outside the reasonable control of AIL.5.4 Except as provided in this clause 5, AIL shall have no liability to the Customer in respect of the Goods’
failure to comply with the warranty set out in clause 5.1 or any other warranty or condition relating toquality which may fall to be included in the Contract by implication or otherwise.
5.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permittedby law, excluded from the Contract.
5.6 These Conditions shall apply to any replacement Goods supplied by the AIL under clause 5.2.
6.1 The risk in the Goods shall pass to the Customer on delivery.6.2 Title to the Goods shall not pass to the Customer until either AIL receives payment in full (in cash or
cleared funds) for the Goods and for any other goods or products that AIL has supplied to the Customerin respect of which payment has become due and remains outstanding or AIL has notified the Customerin writing that title to the Goods has passed to the Customer.
6.3 For so long as title in the Goods shall remain vested in AIL, the Customer shall: (a) label and store the Goods separately from all other goods held by the Customer so that they remain
readily identifiable as AIL’s property; (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; (c) maintain the Goods in satisfactory condition taking into account the perishable nature of some of
the Goods;(d) keep the Goods insured against all risks for their full Purchase Price from the date of delivery;(e) notify AIL immediately if the Customer becomes subject to any of the events listed in clause 8.2;
(f) give AIL such information relating to the Goods as AIL may require from time to time.6.4 Subject to this clause 6, the Customer may, as principal and not as the agent of AIL, resell or use the
Goods in the ordinary course of its business (but not otherwise) before AIL receives payment for theGoods. The Customer acknowledges and declares that it shall receive and hold such part of the proceedsof any resale of Goods which belong to AIL as may equate to the unpaid Purchase Price of the Goodsand any interest payable thereon on trust for the sole and specific purpose of paying the Purchase Priceof the Goods and interest thereon to AIL.
6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the eventslisted in clause 8.2, then without limiting any other right or remedy AIL may have:(a) The Customer’s right to resell the Goods or use them in the ordinary course of its business shall
cease immediately; and(b) The Customer shall immediately account for and pay to AIL all sums held by the Customer on trust
for AIL under clause 6.4 above(c) AIL may at any time:
(i) require the Customer to deliver up all Goods in its possession which have not been resold, orirrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any thirdparty where the Goods are stored in order to recover them.
Terms and Conditions for the Supply of Goods7. PRICE AND PAYMENT
7.1 The Purchase Price of the Goods shall be the price set out in AIL’s invoice for the Goods and any ValueAdded Tax or other taxes chargeable or payable thereon.
7.2 AIL may at any time before delivery increase the indicated price of the Goods to reflect any increase inthe cost of the Goods that is due to:(a) any factor beyond AIL’s control (including foreign exchange fluctuations and increases in taxes and
duties);(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered;
or (c) any delay caused by any instructions of the Customer or failure of the Customer to give AIL adequate
or accurate information or instructions. 7.3 AIL shall invoice the Customer for the Goods on delivery pursuant to the provisions of clause 2.3 and 2.4
hereof. 7.4 The Customer shall pay the invoice in full and in cleared funds as per the Terms of Payment by the due
date for payment the sum due being as set out on the invoice accompanying delivery of the Goods.Payment shall be made to the bank account nominated in writing by AIL, by cheque or cash. Time ofpayment is of the essence.
7.5 If the Customer fails to make any payment due to AIL under the Contract by the due date for payment,then the Customer shall pay interest on the overdue amount at the rate of 5% per annum above Barclay’sBank plc base rate from time to time or at the option of AIL as an alternative under the Late Payment ofCommercial Debts (Interest) Act 1998. Such interest shall accrue on a daily basis from the due date untilactual payment of the overdue amount, whether before or after judgment. The Customer shall pay theinterest together with the overdue amount.
7.6 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim,deduction or withholding of any nature whatsoever. AIL may at any time, without limiting any other rightsor remedies it may have, set off any amount owing to it by the Customer against any amount payableby AIL to the Customer.
8. TERMINATION AND SUSPENSION8.1 If the Customer becomes subject to any of the events listed in clause 8.2, AIL may terminate the Contract
with immediate effect by giving written notice to the Customer.8.2 For the purposes of clause 8.1, the relevant events are:
(a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay itsdebts as they fall due or admits inability to pay its debts, or (being a company or limited liabilitypartnership) is deemed unable to pay its debts within the meaning of section 123 of the InsolvencyAct 1986, or (being an individual) is deemed either unable to pay its debts or as having noreasonable prospect of so doing, in either case, within the meaning of section 268 of the InsolvencyAct 1986, or (being a partnership) Includes any partner to whom any of the foregoing apply;
(b) the Customer commences negotiations with all or any class of its creditors with a view torescheduling any of its debts, or makes a proposal for or enters into any compromise orarrangement with its creditors other than (where the Customer is a company) where these eventstake place for the sole purpose of a scheme for a solvent amalgamation of the Customer with oneor more other companies or the solvent reconstruction of the Customer;
(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made,for or in connection with the winding up of the Customer, other than for the sole purpose of ascheme for a solvent amalgamation of the Customer with one or more other companies or thesolvent reconstruction of the Customer;
(d) (being a company) an application is made to court, or an order is made, for the appointment of anadministrator or if a notice of intention to appoint an administrator is given or if an administrator isappointed over the Customer;
(e) (being a company) the holder of a qualifying fixed or floating charge over the Customer’s assetshas become entitled to appoint or has appointed an administrative receiver or exercise any otherremedy granted to the holder on default on the part of the Customer;
(f) a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver isappointed over the Customer’s assets;
(g) (being an individual) the Customer is the subject of a bankruptcy petition or order; (h) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress,
execution, sequestration or other such process is levied or enforced on or sued against, the wholeor any part of its assets and such attachment or process is not discharged within 14 days;
(i) any event occurs, or any proceedings are taken, with respect to the Customer in any jurisdiction towhich it is subject that has an effect equivalent or similar to any of the events mentioned in clause8.2 (a) to clause 8.2 (h) (inclusive);
(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or asubstantial part of its business;
(k) the Customer’s financial position deteriorates to such an extent that in AIL’s opinion the Customer’scapability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental orphysical), is incapable of managing his or her own affairs or becomes a patient under any mentalhealth legislation.
8.3 Without limiting its other rights or remedies, AIL may suspend provision of the Goods under the Contractor any other contract between the Customer and AIL if the Customer becomes subject to any of theevents listed in clause 8.2 (a) to clause 8.2 (l), or AIL reasonably believes that the Customer is about tobecome subject to any of them, or if the Customer fails to pay any amount due under this Contract onthe due date for payment.
8.4 On termination of the Contract for any reason the Customer shall immediately pay to AIL all of AIL’soutstanding unpaid invoices and interest.
8.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies,obligations and liabilities that have accrued as at termination.
8.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full forceand effect.
9. LIMITATION OF LIABILITY9.1 Nothing in these Conditions shall limit or exclude AIL’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents orsubcontractors (as applicable);
(b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; (d) defective products under the Consumer Protection Act 1987.
9.2 (a) AIL shall under no circumstances whatever be liable to the Customer, whether in contract, tort(including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirector consequential loss arising under or in connection with the Contract; and
(b) AIL’s total liability to the Customer in respect of all other losses arising under or in connection withthe Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise,shall in no circumstances exceed the price of the Goods.
10. FORCE MAJEURENeither party shall be liable for any failure or delay in performing its obligations under the Contract to theextent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any eventbeyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could havebeen foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involvingits own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism,riot, civil commotion, interference by civil or military authorities, national or international calamity, armedconflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination,sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea,epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of AIL’ssubcontractors.
11. GENERAL11.1 Assignment and other dealings:
(a) AIL may at any time assign, transfer, mortgage, charge, subcontract or deal in any other mannerwith all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or dealin any other manner with any or all of its rights or obligations under the Contract without the priorwritten consent of AIL.
11.2 Notices.(a) Any notice or other communication given to a party under or in connection with the Contract shall
be in writing, addressed to that party at its registered office (if it is a company) or its principal placeof business (in any other case) or such other address as that party may have specified to the otherparty in writing in accordance with this clause, and shall be delivered personally, sent by pre-paidfirst class post or other next working day delivery service, commercial courier, fax or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally,when left at the address referred to in clause 11.2 (a); if sent by pre-paid first class post or othernext working day delivery service, at 9.00 am on the second Business Day after posting; if deliveredby commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or,if sent by fax or e-mail, on the next Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documentsin any legal action.
11.3 Severance.(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it
shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.Any modification to or deletion of a provision or part-provision under this clause shall not affectthe validity and enforceability of the rest of the Contract.
(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the partiesshall negotiate in good faith to amend such provision so that, as amended, it is legal, valid andenforceable, and, to the greatest extent possible, achieves the intended commercial result of theoriginal provision.
11.4 Waiver: A waiver of any right or remedy under the Contract or law is only effective if given in writing andshall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party toexercise any right or remedy provided under the Contract or by law shall constitute a waiver of that orany other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right orremedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exerciseof that or any other right or remedy.
11.5 Third party rights: A person who is not a party to the Contract shall not have any rights to enforce itsterms.
11.6 Variation: Except as set out in these Conditions, no variation of the Contract, including the introductionof any additional terms and conditions, shall be effective unless it is in writing and signed by AIL.
11.7 Governing law: The Contract, and any dispute or claim arising out of or in connection with it or its subjectmatter or formation (including non-contractual disputes or claims), shall be governed by, and construedin accordance with the law of England and Wales.
11.8 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusivejurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subjectmatter or formation (including non-contractual disputes or claims).
Annessa Imports LtdUnit 1, Trade City, 13 Crown Road, Enfield, Middlesex EN1 1TX, United Kingdom
