JASCOTS WINE MERCHANTS
standard Terms & Conditions of sale
1. CONTRACT AND EXCLUSIVITY
1.1 These are the standard terms for contracts made between you, the person referred to in the Jascots Supply Agreement (referred to as the Special Terms) and us, Jascots Wine Merchants Limited (or its subsidiary referred to in the Special Terms). All products and services provided to you are subject to these terms. A contract is only made when we accept an order from you to buy our products or services. These terms apply to any such contract and these terms override any written or oral representation to you or any previous course of dealing. The only exception is that the Special Terms will override these terms where there is a conflict (other than clauses 5, 8 and 10 below which cannot be overridden).
1.2 Where we are to supply you on an exclusive basis you may not obtain supplies of similar products or services from an alternative supplier(s) for the duration of the contract except as otherwise permitted by these terms. We may supply similar products and/or services to other customers. The term of exclusivity shall be the period of the contract set out in the Special Terms (the Initial Period) and shall continue after the Initial Period for successive periods of the same duration unless terminated by either party giving written notice prior to the end of the Initial Period or relevant successive period, such notice to expire no earlier than the end of the Initial Period or relevant successive period. Where a notice period is stated in the Special Terms the notice shall not be effective until the end of the Initial Period if given before.
2. ORDERS AND DELIVERY
2.1 We may set out a minimum order amount and may reject orders that do not meet the minimum. When we accept an order it is subject to the availability of the products for delivery. If we have accepted your order but do not have the products requested in your order, then we may substitute suitable alternative products which we consider are of no lesser quality. References in these terms to products includes any such substitute products.
2.2 We will arrange for delivery of the products or services to you (and may use an agent to do so). Although we will use our reasonable efforts to meet delivery dates, all delivery dates (including those stated in the Special Terms) are estimates only and time shall not be of the essence when making deliveries of products or services to you. We may deliver products to you in instalments, in which case each instalment shall be treated as a separate contract.
2.3 Delivery shall take place when the products leave the delivery vehicle at your premises or other agreed delivery point. You will comply with reasonable delivery instructions. Risk in the products passes to you immediately upon the products leaving the vehicle in which they have been delivered or from the time when you fail to accept a delivery on the scheduled day.
2.4 You will inspect the products on delivery and any which are damaged, do not conform with the order (other than substitute products), are short (other than where this is not the final instalment delivery) or are excess may be rejected provided reasonable detail of the reason for the rejection is provided in writing to us before 11.00am on the next working day (i.e. excluding weekends and bank holidays) following delivery. In the event of any total failure to deliver, you will notify us by 11.00am on the next working day following non-delivery. Unless rejected or notified accordingly, you will be deemed to have accepted the products. We will collect any rejected products but you will be responsible for their safe storage until they are collected.
2.5 If you incorrectly fail to take delivery of products we have procured specifically for you, we may store the products at your cost or resell the products at a reasonable readily available price and charge you the difference.
3.1 Quotes for products and services are based on prices and VAT at that time and are only valid for a period of 15 days. The price shall be that confirmed by us when we accept your order and includes the costs of delivery of products within our usual delivery schedule. We may give you notice before the delivery increasing the price of the order to reflect any increase in our costs arising from circumstances beyond our control.
3.2 Prices for a particular order are applicable to the quantity, specification and delivery dates and we may increase the price if you vary the order, or if your instructions (or lack of instructions) cause delay in the delivery.
3.3 If we make an honest error in the price quoted then we shall have the right, acting reasonably, to amend the quote at any time (including after delivery) to the correct price.
4.1 We can invoice you at any time after you place an order. If you have a credit account with us, you will make payment for our products and services in full in accordance with those arrangements. If you do not have a credit account with us, then you will make payment prior to delivery by debit or credit card or bank transfer.
4.2 All of your payments must be made in full and without set-off or deduction. If you dispute an invoice, it must still be paid in full but credit will be given against future invoices if the resolution of the dispute means that we should make a refund.
4.3 If payment is made by you without specifying which invoice it relates to, then we may apply the payment against any outstanding invoice.
4.4 If you fail to pay any sums due, then, without affecting any of our other rights, we can charge interest on all outstanding sums at the rate of 5% above the base rate of Barclays Bank plc (calculated on a daily basis until payment), charge you with costs of recovering the outstanding sum, set off any sums owed by us to you against outstanding payments, reapply any discount applied to your order, suspend any warranty or future orders or terminate this contract or any contract made under it.
5.1 Title in products supplied remains with us until we have received full payment for all products supplied to you (not just the latest products) or until the products have been sold by you, in which case title to the products passes to you immediately before the sale. (You are not acting as our agent in reselling the products.)
5.2 Until you sell the products you will keep them separately from other stock so that they remain readily identifiable as our property. You will keep them in a satisfactory condition and insured against all risks normal for that kind of product.
5.3 If it appears to us that you may be unable to pay your debts as they fall due or become subject to any form of insolvency process, then your right to resell the products ceases and we may (without affecting our other remedies) require you to deliver up all of our products (and any equipment you may have procured or have on loan from us) in your possession that you have not resold or incorporated into another product (whether or not any or all of such products have been paid for). We may enter your premises or any other premises where our products are stored in order to recover them.
5.4 All intellectual property rights arising out of the provision of services to you shall be owned by us. You only have a non-exclusive, royalty-free licence to use any of our intellectual property for yourself in connection with the services and may not sub-licence or deal with our intellectual property in any way.
Unless agreed specifically with you, you have no right to return unused products. If we do agree to accept returned products, we will only do so if the products remain in their cases, have been stored appropriately, are undamaged and are returned within 10 days of delivery. If products are returned correctly, we will credit future invoices or provide a refund in 30 days but may charge a reasonable administration fee and/or collection charge. If the products are not returned correctly, then you remain liable for their purchase price.
7.1 We warrant that the products will, at the time of delivery, correspond with any specification provided by you and be of satisfactory quality for a reasonable period from delivery. You acknowledge that our products retain their quality for different periods of time and require proper storage. Any defect in quality or quantity must be notified to us within 7 days of delivery, failing which the products will be deemed satisfactory.
7.2 If our products prove to be defective, then we may replace the defective products with replacement or reasonable substitute products which are not defective or refund the price paid (by way of credit against future orders if appropriate).
7.3 We shall not be liable for any defective products if you have made further use of the products after notifying us of the defect, the defect arises from damage caused wilfully or negligently by you or third parties or from any other condition which is not due to our neglect or default, or you have not paid us in accordance with the contract.
8. EXCLUSION OF LIABILITY
8.1 This clause 8 sets out our entire financial liability to you (including any liability for the acts or omissions of our respective employees, agents and subcontractors) for any breach of this contract or any use made or resale of the products by you and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this contract.
8.2 Nothing in this contract shall limit or exclude our liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979 or any other liability that may not be excluded or limited by law.
8.3 We shall not be liable under any circumstances, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss of profit, loss of goodwill, loss of business, loss of business opportunity, loss of anticipated saving, loss or corruption of data or information or any special, indirect or consequential damage suffered by you.
8.4 Our total liability to you arising under or in connection with this contract, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the price of the ordered products where the liability relates to the order of products or, in all other cases, £10,000.
9. DATA PROTECTION
10. FORCE MAJEURE
We shall not be liable for delay or failure in performing any of our obligations under this contract if such delay or failure was due to circumstances beyond our reasonable control including, without limitation, acts of God, fire, flood, acts of terrorism, war, national emergency, civil unrest, travel delays affecting carriers of similar products or providers of similar services or the failure of a source of supply.
We may terminate this contract if you commit a material breach which, if remediable, is not remedied within 14 days of receiving notice of default. We may also terminate this contract if it appears to us that you (or any person who has guaranteed your obligations to us) are unable to pay your debts as they fall due (including by reason of becoming subject to any insolvency event such as commencement of any winding up or administration proceedings). Termination shall not prejudice any other rights we may have against you. Upon termination, all outstanding debts will become immediately payable and our obligations to you will cease.
12.1 You must not assign this contract or any contract made under it without our prior written consent. No person who is not a party to this contract shall have any rights under this contract or any contract made under it.
12.2 This contract constitutes the entire agreement between you and us and supercedes and extinguishes all written or spoken promises, representations, warranties or understandings between us.
12.3 If we fail to take up any of our rights under this contract then that does not mean that we waive those rights or modify any future rights.
12.4 Notices must be sent by recorded delivery next-day post or courier service. Notices must be sent to us at our registered office marked for the attention of [managing director]. Notices to you shall be sent to the address which you customarily use or your registered office address or by email. Notices shall be deemed received at 9.00am on the second working day after proper dispatch of the notice.
12.5 This contract and all contracts made under it shall be governed by English law and the courts of England shall have exclusive jurisdiction to determine any dispute arising under or in connection with this contract or any contract made under it.