BURGUNDY WINES LIMITED
Terms and Conditions
1. Prices: All prices quoted are ex VAT duty paid and delivered to your agreed trading address. VAT will be added at the prevailing rate as set by law. E&OE.
2. Minimum Order: There is no minimum order and delivery is free of charge. However, we do ask that wherever possible that you are fully mindful of keeping costs to a minimum.
3. Payment terms: Credit terms for payment in full will be agreed with each customer in writing. We reserve the right to withdraw credit facilities on overdue accounts and charge interest daily at the rate of 1.5% per month on outstanding amounts. All amounts due for goods supplied must be paid for in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). On the occurrence of any of the events mentioned in clause 6 below, all sums due shall immediately become payable, notwithstanding that any period(s) of credit allowed may not have expired.
4. Claims on delivery: All goods must be checked by the Buyer on delivery. Claims for breakages and/or missing bottles or cases must be noted in writing on the consignment note/invoice at the time of delivery and notified to us within 24 hours. Damaged bottles and packaging must be kept for inspection. Failure to comply with these requirements will entitle us to reject the relevant claim for loss, damage or non-delivery.
5. Retention of Title
5.1 In clauses 5 to 7 Company means Burgundy Wines Limited, and the Buyer means the purchaser of goods sold by us (Goods) to the Buyer under a contract (Contract) governed by these Terms and Conditions (Conditions).
5.2 The risk in the Goods shall pass to the Buyer on completion of delivery.
5.3 Legal title to the Goods shall not pass to the Buyer until the Company has received payment in full in respect of:
5.3.1 the Goods; and
5.3.2 any other goods or services that the Company has supplied to the Buyer.
5.4 Until title to the Goods passes, the Buyer shall hold them on a fiduciary basis as bailee for the Company, insure them against all risks for at least their full price, and keep them in good condition, separately stored and readily identifiable as the Company’s property.
5.5 Subject to clause 5.6, the Buyer may use or resell the Goods in the ordinary course of its business, but may not resell the Goods to a company which is a member of its corporate group, or to any other person to or with whom it is connected or associated, without the prior consent in writing of the Company.
5.6 The Buyer’s right to possession of the Goods, and its right to use or resell them, shall terminate immediately on the occurrence of any of the events mentioned in clause 6 below.
5.7 Upon termination of the Buyer’s right to possession of the Goods the Buyer shall, when so required by the Company, immediately and at its expense deliver up the Goods to the Company or as it may direct, free from any lien or other encumbrance.
5.8 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises of the Buyer, or to which the Buyer has a right of access, where Goods belonging to the Company are or may be stored, in order to inspect any such Goods and, if the Buyer’s right to possession has terminated, to re-take possession of them.
5.9 Where the Company is unable to determine whether the Buyer has paid for particular Goods, all relevant goods shall be deemed to have been sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
5.10 If the Buyer fails to pay the price of the Goods on or by the due date the Company may bring an action for payment of the price notwithstanding that title to the Goods has not passed to the Buyer.
6. Events of default
The Buyer ceases to trade or becomes insolvent, or any execution is levied on its property, or any proceeding or court application is commenced which relates or could lead to the insolvency of the Buyer; or the Buyer is in breach of any of its obligations under this or any other contract with the Company, or commits any other unlawful act against the Company.
7. Limitations of liability
7.1 Claim means and includes any claim for any loss arising under or in connection with any Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.
7.2 Subject to clause 7.5, the Company shall not be liable to the Buyer in respect of any Claim unless written particulars of that Claim are notified by the Buyer to the Company within one year after the date of delivery of the Goods.
7.3 Subject to clause 7.5:
7.3.1 the Company shall under no circumstances whatever be liable to the Buyer for any loss of profit, or any indirect or consequential loss arising under or in connection with any Contract; and
7.3.2 the Company’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
7.4 Except as set out in these Conditions, and subject to clause 7.5, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
7.5 Nothing in these Conditions shall limit or exclude the Company’s liability for:
7.5.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
7.5.2 fraud or fraudulent misrepresentation;
7.5.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
7.5.4 defective products under the Consumer Protection Act 1987; or
7.5.5 any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
8. New Account: Credit accounts opened upon receipt of satisfactory trade references and credit rating.
9. Data Protection: To comply with the Data Protection Legislation we are required to inform you that we have recorded your name and address on our computer for the sole purpose of sending you invoices, statements and information about our products. Your name and address will not be given to third parties.
1 April 2022 (Revised)