TERMS OF BUSINESS
1.1 The expression “Terms of Business” shall include any specific terms contained in our current sales literature, the general terms set out below (so far as they are not inconsistent with such specific terms) and any other terms which we may specify in writing from time to time (so far as subsequent dealings are concerned) and the expressions “goods” means beers, wines, ciders, spirits, soft drinks and foodstuffs or other goods of all types supplied by us (excluding pallets, beer casks, kegs and other returnable containers and carbon dioxide cylinders) and “consignment” means all goods comprised in delivery.
1.2 Unless otherwise stated “quotations” or “offers” contained in our sales literature shall be deemed to be invitations to treat and prices referred to in such literature may be changed without notice. Acceptance of any order shall be subject to availability and to our Terms of Business. Any condition or order which is inconsistent with our Terms of Business shall be inapplicable unless we acknowledge in writing that such conditions are agreed. The terms set out below shall supersede all previous published terms which are inconsistent with them.
2.1 Unless otherwise stated all prices are quoted net of Value Added Tax. Quotations are subject to acceptance within 28 days unless otherwise stated.
2.2 If any discount is agreed it shall be dependent on payment for the consignment in question by the due date and any offer of discount will automatically be withdrawn and/or be inoperative if any sums are overdue.
3.1 Subject to the submission of satisfactory references, credit accounts may be established for approved customers. Statements of invoices outstanding at the end of each accounting period will be sent to all approved customers and the total amount due in respect of such invoices shall unless otherwise agreed (but subject in any event to 3.2 below) be payable by the method of payment set out in the Credit Application Form.
3.2 Payment for all goods shall become due immediately if (whether you are a company or an individual);- (i) Any accounts are in arrears or
(ii) You enter into any composition or arrangement with your creditors or (iii) Any process or execution or distress is levied against you which is not paid within 14 days from the commencement of such process or, in the case of an individual, you are made bankrupt or the subject of any administration order or interim order in connection with a voluntary arrangement or, in the case if a company, an administrator or administrative receiver is appointed or a resolution is passed or order made for winding up (except for the purposes of reconstruction or amalgamation).
3.3 Interest shall be payable on any amount outstanding after the due date for payment at 8% above base rate.
4.1 The goods will remain our property until payment in full of:- (i) The total invoice price of those goods together with any other related charges; and (ii) Any other amounts which are overdue from you.
4.2 Until such time as property in the goods passes to you such goods shall be held by you as our bailee and you shall store them so that they can be clearly identified as our property. If payment is overdue we may (without prejudice to any of our other rights) recover or resell any goods which you hold as our bailee and enter upon your premises by our servants or agents for that purpose. We shall also be entitled to enter upon your premises for the purpose of recovering all pallets, casks, kegs and other returnable containers and carbon dioxide cylinders which are our property.
4.3 All pallets, casks, kegs, other returnable containers and carbon dioxide cylinders shall belong exclusively to us and you shall ensure that the same are kept in good condition and that no damage occurs to them and shall return them on demand as soon as the same are empty and we may make such arrangements for the collection to casks, kegs, other returnable containers and carbon dioxide cylinders as we think fit.
5.1 Consignments shall be at your risk immediately on receipt of delivery. You must give notice in writing of any shortage in or of any loss or damage to the same during delivery both to the carrier and to us immediately on discovery and in any event within 24 hours of delivery otherwise no liability for any such shortage loss or damage can be accepted.
5.2 When we undertake to store or deliver goods our liability for loss or damage shall be limited to the invoiced price of such goods (inclusive of duty) and you should accordingly arrange your own insurance for the difference (if any) between the value of the goods at the date of such loss or damage and the invoice price.
5.3 Liability for defective goods shall be restricted to the cost of replacement. No liability can be accepted for any consequential loss however caused nor for any damage caused by misuse. Non-consumable goods are sold on condition that such goods shall be strictly for the purposes and in accordance with the instructions specified by the manufacturer.
6. We shall have the exclusive right to appropriate any payments received from you in the discharge of any monies due for goods supplied to you. If you are a partnership you agree each of the partners is jointly and severally liable for payment of our invoices. If you are a company, you agree the directors will be personally liable (jointly and severally) for our invoices if the company does not pay our invoices when they are due for payment. If you are a limited liability partnership each of the members is jointly and severally liable for payment of our invoices if the limited liability partnership does not pay our invoices when they are due for payment. If our instructions are from a corporation, society, unincorporated association or trust (“organisation”), the executive officers/trustees of the organisation will be personally liable (jointly and severally) for our charges if the organisation does not pay our invoices when they are due for payment. In these circumstances we may credit original invoices and issue new invoices to any one or more of the liable parties.
7. In the event of war, invasion, act of foreign enemy, hostility, civil war, rebellion, revolution, insurrection or military or usurped power, we shall be relieved of liabilities incurred under our Terms of Business wherever and to the extent which fulfilment of such obligations is prevented, frustrated or impeded as a consequence of any such event or by any statute, rules, regulations, orders or requisitions issued by any government department, council or any other duly constituted authority or from strikes, lockouts, breakdown of plant or any other causes beyond our control.
8.1 If any of the provisions of our Terms of Business shall be found to be unreasonable, invalid or unlawful, under any enactment or rule of law pertaining thereto, the Court or other competent tribunal shall have the power to strike out or override that part, whether it be entire provision or some part or parts thereof, and enforce our Terms of Business as if the unreasonable, invalid or unlawful part or parts had not been included.
8.2 Each of the provisions of our Terms or Business is a separate and independent provision and the invalidity or unenforceability of any such provision or part thereof shall not prejudice
or affect the validity and enforceability of any other provision or part thereof which would not otherwise be invalid or unenforceable.
9. Our Terms of Business and all agreements to which such terms apply shall be governed by and construed in accordance with English law and subject to the jurisdiction of the English Courts.
10. Charges will be levied on your account in the following situations:- (i) payments taken by credit card will incur a fee of 2% of the total transaction, (ii) bounced cheques wil incur a fee of £10 per item, and (iii) failed direct debit collections will be subject to a £10 fee.