Terms & Conditions of Sale (The “Conditions”)
The Conditions shall govern any contract (“Contract”) between Hall and Debney, trading as Wadebridge Wines, a company registered in England and Wales with company number 686244 and whose registered office is at The Old Foundry, Polmorla Road, Wadebridge, Cornwall PL27 7NB (the “Company”) and the customer (the “Purchaser”) for the ordering and supply of the goods (the “Goods”). These Conditions shall prevail over any other terms unless the Company and the Purchaser expressly agree otherwise in writing. These Conditions shall apply to all of the Company’s sales and no variation of these Conditions shall have effect unless expressly agreed in writing and signed by a director of the Company. The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by, or on behalf of, the Company which is not set out in the Conditions or in writing and expressly confirmed by the Company. These Conditions do not constitute an offer for sale.
1. PRICES AND AVAILABILITY
1.1 The prices quoted in the latest price list of the Company are exclusive of VAT and subject to alteration by the Company without notice at any time prior to acceptance of the Purchaser’s purchase order by the Company.
1.2 Duty and taxes will be charged at the rates prevailing at the time of dispatch.
1.3 The fulfilment of orders will be subject to availability and, in the case of demand exceeding supply for whatever reason, the Company may allocate goods between its customers in its absolute discretion.
1.4 In the event that the Purchaser has placed an order for a product of a specified vintage and sufficient quantities of the product of such vintage are not available to satisfy the order, the Company reserves the right either to refuse the order or to fulfil it with product of a comparable vintage and to invoice the Purchaser the price applicable to the replacement vintage.
1.5 The Company may decline to accept an order in the event that acceptance would result in the Purchaser exceeding its agreed credit limit.
1.6 No contractual obligation binding on the Company shall arise until the Company (a) sends written acceptance of an order, which may be by email, or (b) despatches the Goods.
2.1 Any dates quoted by the Company for delivery are approximate. Where no date is quoted for delivery, delivery will take place within a reasonable time of the Company’s acceptance of the order. Time for delivery shall not be of the essence. Delivery shall be made by the Company to an address specified by the Purchaser and agreed by the Company or, in the absence of an address so specified and agreed, either at the Company’s premises as communicated to the Purchaser in writing or to such address for the Purchaser as the Company in its absolute discretion shall consider appropriate following written confirmation to the Purchaser of this address for delivery. The Company shall not be responsible for any loss or damage howsoever caused by delivery in compliance with this clause, including, but not limited to, loss or damage of whatsoever nature caused by or arising from late or delayed delivery.
3. RISK AND TITLE TO GOODS
3.1 Risk in the Goods passes to the Purchaser on delivery (which expression includes collection by the Purchaser or any agent or other person or entity acting on its behalf).
3.2 Ownership of the Goods shall not pass to the Purchaser until the Company has received payment in full of all sums owed to it by the Purchaser in cleared funds whether due or not (a) in respect of the Goods and (b) in respect of any other goods or services supplied by the Company to the Purchaser and (c) which are otherwise owed to the Company by the Purchaser.
Until ownership passes to the Purchaser, the Purchaser will (a) hold the Goods as the Company’s agent; (b) store the Goods separately from all other goods of the Purchaser or any third party and properly mark the Goods as belonging to the Company; and (c) maintain the Goods in a satisfactory condition and insured on the Company’s behalf for their full price against all risks, including but not limited to theft and destruction by whatever cause, to the reasonable satisfaction of the Company. Evidence of such insurance will be provided by the Purchaser upon request.
3.3 The Purchaser may resell the Goods before ownership has passed to it solely on the condition that any sale shall be effected in the ordinary course of the Purchaser’s business at full market value and that any such sale shall be a sale of the Company’s property on the Company’s behalf.
3.4 The Purchaser agrees that prior to payment, whether due or not, for the Goods in the possession of the Purchaser, the Company shall be entitled to enter any premises where the Goods may be and recover possession of them.
4. SALE OR RETURN
4.1 Goods are not supplied on a sale or return basis and therefore cannot be returned once delivery has been effected unless expressly agreed in writing by the Company or in accordance with Clause 6 of these Terms and Conditions.
5. STORAGE AND DISPLAY
5.1 The Purchaser agrees to store and, as appropriate, display the Goods in conditions appropriate for preserving the quality of the Goods and their external appearance.
5.2 The Company will not be liable (whether in contract, tort, negligence or otherwise) for any loss or damage to the Purchaser in the event that the Purchaser fails to comply with its obligations under this Clause.
6. COMPLIANCE WITH ORDER AND CLAIMS
6.1 Upon delivery of the Goods, it is the Purchaser’s obligation immediately to examine whether the quantity matches the number on the delivery note and the condition of the Goods. In case of any differences in description of Goods, missing Goods or physically damaged Goods, the Company will not be liable to the Purchaser unless the Purchaser has noted any and all such differences, missing Goods or damage on the delivery note or recorded them in specific detail in an email to the Company within 48 hours of delivery. Any and all physically damaged Goods must be retained by the Purchaser for inspection within 4 weeks by the Company.
6.2 Claims relating to any matters referred to in Clause 6.1 are to be made in writing to the Company no later than 7 days starting on the day after delivery of the Goods.
6.3 The Company warrants that the Goods will be of satisfactory quality at the date of delivery and shall comply in all material respects with any written specification supplied by the Company. Save as set out in this clause 6.3, all other warranties (whether express or implied) are excluded to the fullest extent permissible by law (provided that this exclusion shall not apply if the Purchaser is purchasing outside the course of his business or trade).
6.4 In the event that the Purchaser subsequently makes a claim in relation to the quality of the content of the Goods or in relation to the warranty given in clause 6.3, for example a bottle of wine which is corked, the Purchaser shall notify the Company and, notwithstanding clause 6.5, the Company shall be liable to the Purchaser only if, in each case, a minimum of 2/3 of contents of the bottle and the original cork is returned to the Company within 7 days of the Purchaser becoming aware of the quality issue.
6.5 Where the Company is satisfied that the claims relating to the matters set out at clauses 6.1 The Company does not limit or exclude it’s liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation.
6.6 Subject to clause 6.6, the Company shall have no liability under the Contract (whether in contract, tort, negligence, breach of statutory duty or otherwise) for any indirect, consequential or special loss (including, without limitation, loss of business, loss of goodwill and loss of reputation) or loss of profits.
6.7 Except for the type of liability referred to at clause 6.6 and liability for defective products under the Consumer Protection Act 1987, the Company’s total liability in respect of any contractual breach or representation, statement or tortious act or omission (including, without limitation, negligence) arising under or in connection with the Contract (a “Default”) shall not exceed the total sums paid or payable by the Purchaser to the Company in respect of the quantities of Goods to which the Default relates.
7. FORCE MAJEURE
7.1 Force majeure shall include all events beyond the Company’s reasonable control, including without limitation, breakdown of production machinery, fire, war, riots, civil disturbances, local or national strike, missing, deficient or delayed delivery from sub-suppliers, bad harvest, lack of labour and/or fuel, restriction of trade or currency, government intervention, etc. The Company shall be under no obligation to notify the Purchaser of the occurrence of the force majeure circumstances.
7.2 If performance of the Company’s obligations is delayed or hindered by circumstances amounting to force majeure, the Company’s duty to perform its obligations shall be suspended for as long as those circumstances continue and the time for such performance shall be extended accordingly. If performance of the Company’s obligations becomes uneconomic or impossible due to circumstances amounting to force majeure, the Contract and 6.4 are correct, the Company shall (at its sole option) either replace the Goods in question or refund any sums paid by the Purchaser in respect of the Goods in question but the Company shall, subject to clause 6.6, have no further liability (whether in contract, tort, negligence or otherwise) to the Purchaser in respect of the same.
7.3 shall be cancelled and the Company and the Purchaser returned as closely as may be reasonably achieved to the positions in which they were before the Contract.
7.4 If the circumstances giving rise to force majeure continue for a period of six months, then either the Company or the Purchaser can terminate the Contract without liability to the other.
8.1 Payment is due 30 days from date of invoicing, unless otherwise agreed. Without prejudice to its other rights and remedies, the Company reserves the right to withhold supplies and to suspend any further deliveries in the event that payment is overdue. In the event that payment remains outstanding, the Company may, without prejudice to its other rights and remedies, cancel the order without prejudice to its right to collect all money outstanding from the Purchaser.
8.2 If payment is not made by the due date, then all monies due to the Company in respect of the sale of other goods whenever sold by the Company to the Purchaser shall become immediately due and payable. If payment is not made by the due date, the Company may, without prejudice to its other rights and remedies, appropriate to the Goods any payment made by the Purchaser in respect of any other contract made between the Company and the Purchaser.
8.3 Without prejudice to its other rights and remedies, interest at the rate of 2% above the Bank of England base rate shall be paid by the Purchaser on any and all sums due but unpaid commencing on the day immediately following the due date.
9. EXPORTS OUTSIDE EEA
9.1 The Purchaser shall not export the Goods, directly or indirectly, from the European Economic Area without the Company's prior written consent. If this Condition is breached, the Company reserves the right to suspend deliveries, and to sue the Purchaser for an injunction and/or damages.
9.2 Orders intended for resale outside the European Economic Area must specify the quantities, the country of destination and the consignee's name. The Company reserves the right to reject them.
10. PRESENTATION AND PACKAGING OF GOODS
10.1 All packaged Goods purchased from the Company for:
(a) resale, trade or promotional use must be resold or used by the Purchaser only in the condition as sold or prescribed by the Company and, in particular, all bottles, containers, labels, capsules, corks and other dressing must remain intact and not be tampered with, added to, altered or obliterated in any way;
(b) consumption on licensed premises shall be sold from or in the container and in the condition as sold or prescribed by the Company.
10.2 The Purchaser shall not resell Goods or other products of the Company whether purchased from the Company or not if the bar code on the bottle has been erased or damaged or otherwise made illegible whether by the Purchaser or any other third party.
11.1 Each party to the Contract shall keep strictly confidential all information concerning the business and affairs of the other obtained from the other either pursuant to the Contract or prior to and in contemplation of it, shall use the same exclusively for the purposes of the Contract, and shall disclose the same only to those of its directors and employees to whom and to the extent that such disclosure is reasonably necessary for the purposes of the Contract.
11.2 The obligations of clause 11.1 above shall survive the expiry or termination of the Contract but shall not apply to any information which: (a) the recipient can demonstrate was already in its possession and at its free disposal prior to receipt under the circumstances mentioned at clause 11.1 above; (b) is subsequently disclosed to the recipient without any obligation of confidence by a third party who has not derived it directly or indirectly from the disclosing party; (c) enters the public domain through no act or default of the recipient, its agents or employees; or (d) is required by law to be disclosed.
12.1 If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
12.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. If such written notice is given by facsimile transmission, a copy of that notice must be sent as soon by post as is reasonably possible after such transmission.
12.3 The parties do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
13. APPLICABLE LAW AND VALIDITY; WAIVER
13.1 The contract shall in all respects be governed by, and construed in accordance with English law and shall be subject to the non-exclusive jurisdiction of the English courts. Any provision hereof which is void or unenforceable under any applicable law shall be deemed severed from the Contract to the extent of such invalidity or unenforceability and shall not affect the enforceability of any other provision of the Contract.
13.2 Any waiver by either party of any breach of, or any default under, any provision of the Contract by the other will not be deemed a waiver of any subsequent breach or default and will in no way affect the enforceability of other terms of the Contract.