Terms & Conditions1. These terms govern all contracts for the sale of goods
1.1 These terms govern all contracts for the sale of goods between Wrightson & Co Wine Merchants and any purchaser of the goods. These terms can be varied only with the written consent of the Company.
1.2 In these terms, "goods" means all, or any part of the items supplied by the Company to the Purchaser, and "contract" means any contract between the Company and the Purchaser for the sale of goods.
2.1 All orders for the supply of goods placed by the Purchaser with the Company are irrevocable but shall not bind the Company until accepted in writing, or until the goods are delivered or invoiced to the Purchaser.
2.2 Orders may not be cancelled without the prior agreement of the Company in writing. The Purchaser shall indemnify the Company against all loss (including loss of profit) or expense, however indirect or remote, resulting from the cancellation of an order or any other breach of contract by the Purchaser.
3. Delivery and Specification
3.1 All goods are offered and all orders are accepted subject to availability. The Company reserves the right to deliver such part of any order as permitted by the availability of the goods on order.
3.2 The Company will endeavor to deliver goods within a reasonable time of the placing of an order, but time shall not be of the essence in respect of deliveries.
3.3 Delivery of goods shall be deemed to take place at the Company's premises unless otherwise agreed. It is the responsibility of the Purchaser to ensure the safety and security of goods after delivery, and the Company will accept no responsibility therefore. The cost of delivery at the Purchaser's own premises or those of a nominated agent will be charged extra to the Purchaser.
3.4 All illustrations and specification which relate to the goods are approximate only, and the Company reserves the right to make such alterations as it sees fit.
3.7 Claims for shortages or non delivery must be supported by the carrier's consignment or proof of delivery note on which the goods have been signed for as unchecked, short, or damaged as appropriate. No claims for shortages or damages will be entertained unless goods are checked at the time of delivery in the presence of the carrier's employee. While every effort will be made to despatch goods on time, no responsibility will be accepted for late or non delivery, or for any consequential loss whatsoever.
3.8 All shortage's damages or non delivery of goods must be notified to us by telephone within three working days and confirmed in writing within five working days of dispatch.
4.1 All prices for goods are quoted exclusive of all taxes, duties or charges unless otherwise stated.
4.2 Carriage charges for transport of goods from the Company's premises do not include the cost of insurance, which is the responsibility of the Purchaser.
4.3 The Company reserves the right to vary the price of goods or carriage charges from time to time.
5. Payment and Credit
5.1 Credit will not be extended to the Purchaser unless an application for credit has been made on the Company's form and approved by the Company.
5.2 Where a Purchaser has been granted a credit account, payment is due within 30 days from the date of invoice unless otherwise agreed in writing by the Company. Where no credit account is granted to the Purchaser, payment is due immediately upon the date of invoice.
5.3 Interest will be charged by the Company on all overdue sums at the rate of 2% per calendar month in which payment is due or part thereof, and such interest shall continue to be payable after any court judgement. The Company reserves the right to refuse to despatch goods to a Purchaser whose credit account is overdue or whose credit limit has been exceeded.
5.4 A charge of £25 will be made in respect of each instance of a returned or represented cheque. The Company reserves the right to refer overdue accounts to their solicitors and the purchaser shall reimburse the Company for any legal costs thereby incurred.
5.5 Overdue Payments via a Credit Card: In the event of a customer wishing to pay off their overdue credit account, the company will impose a charge of 1.5% for payments over the agreed normal credit terms. There will be no additional charge if paid before normal credit days.
6. Set-off and Lien
6.1 No payments maybe withheld nor may any counterclaims or the Purchaser be set off against any payment due under this or any other contract.
6.2 The Company shall have a general and particular lien on all money and property which the Purchaser owns or is entitled to possess which is in the possession of the Company or its agents which it may sell as the Purchaser's agent to reduce the Purchaser's debt to the Company.
7. Force Majeure
The Company shall not be under any liability of any kind for the non-performance in whole or in part of its obligations under the contract due to causes beyond the reasonable control of the Company or of the Company's suppliers or due to labour disputes.
8. Claims against the Company
8.1 All Claims in respect of goods alleged to be defective must be made in writing to the Company within 14 days of the date of delivery. All allegedly defective goods must be returned for inspection by the Company. No claim for defective goods can be made after 14 days.
8.2 Any loss or damage to goods after delivery, which for the avoidance of doubt includes loss or damage to goods in transit, is the responsibility of the Purchaser alone and the Company will accept no liability therefore.
8.3 Goods are supplied on the understanding that their value does not exceed the net invoice price of such goods. Under no circumstances shall the liability of the Company to the Purchaser or any third party in respect of goods supplied exceed the net invoice price of such goods.
8.4 Goods which have been damaged by the Purchaser or otherwise processed cannot be returned. It is the Purchasers responsibility to check suitability of goods prior to processing. The Company does not accepted responsibility or liability for minor manufacturer's variations in the quality, consistency or colour of the goods supplied.
8.5 The conditions of and warranties relating to the contract are limited to those stated in writing by the company. The Purchaser agrees that an order for goods by reference to a product name, number or description shall be to the basic standard version of those goods and that supply of them will fulfill the Company's obligations.
9. Returned Goods
9.1 The Company does not trade on a "sale or return" basis.
9.4 It is the responsibility of the Purchaser to check in every respect that the goods are perfect, correct and suitable for purpose and processing prior to commencement of processing.
9.5 The Company will not be liable for any carriage costs in respect of goods returned to the Company without written authorisation.
9.6 Returned goods may NOT be accepted for credit should they be returned with their original packaging missing or damaged.
9.7 Goods cannot be returned after 2 months from date of purchase.
10. Exclusion of Liability
10.1 The terms of Clause 8 above are in lieu of all conditions and warranties whether expressed or implied by statute, custom of the trade or otherwise and any such condition or warranty is excluded.
10.2 The Company's aggregate liability in tort or for breach of contract in connection with the goods shall be limited to damages of an amount not exceeding the contract price for the goods in relation to which such liability may have arisen. The Company shall have no liability in any event for loss of profit or other consequential loss.
10.3 Nothing contained in these terms shall purport to exclude or restrict any liability the exclusion or restriction of which is prohibited by section 2(1) or section 6(1) of the Unfair Contract Terms Act 1977.
10.4 The parties have freely negotiated the contract including the price in the knowledge that the liability of the Company is to be limited in accordance with these terms. The Purchaser acknowledges that a higher price would be payable but for such limitation.
11. Title to Goods
11.1 Retention of title :11.1.1 Title to any goods sold to the Purchaser by the Company shall not pass to the Purchaser until the total amount due under the invoice for those goods is paid to the Company. Further, title to such goods shall not pass until payment to the Company of all amounts owing to it by the Purchaser on any account whatsoever.
11.1.2 Until title passes to the Purchaser, the Purchaser shall not deal with or dispose of the goods other than in its normal course of business. Any permission to deal with the goods will cease immediately on the appointment of an administrative receiver, on the presentation of winding-up or bankruptcy petition or of a petition for the making of an administration order, the appointment of a liquidator, the giving of notice of any meeting to pass a winding-up resolution or any other act of insolvency.
11.1.3 If prior to making payment to the Company for the goods, the Purchaser contracts to re-sell the goods to a third party in substantially the same form in which they were delivered to the Purchaser, or if the goods are used or incorporated in the production of any other product which is sold by the Purchaser to a third party, then in each case title to such goods shall pass directly from the Company to such third party pursuant to Clause 11.1.1 upon payment in full to the Company and Clause 14 hereof shall apply in such circumstances.11.2 Until title passes the Purchaser shall hold the goods as bailee for the Company and shall be a fiduciary to the Company in respect of the goods, and where Clause 14 applies, in respect also of :-
11.2.1 the proceeds of sale, and 11.2.2 any payment of the type described in Clause 14.211.3 Until title passes under Clause 11.1 above, the Company may at any time (regardless of any period of credit given to the Purchaser) enter onto the premises of the Purchaser or of its agents or customers to repossess all or part of the goods and the contract shall terminate in respect of those goods without prejudice to any rights of the Company.
12.1 Risk in the goods shall pass to the Purchaser immediately upon delivery, which unless otherwise agreed means delivery at the Company's premises to the Purchaser's appointed or agreed carrier, or otherwise to the Purchaser in person or its agent.
12.2 Until title passes to the Purchaser it shall indemnify the Company against all loss or damage to the goods or depreciation in their value.
13. Custody of Goods
13.1 Until title passes the Purchaser will ensure the goods are kept separate and are clearly identifiable as the property of the Company.
13.2 Until title in the goods shall have passed to the Purchaser, if any of the goods are incorporated in or attached to any products manufactured or assembled by the Purchaser or its agents, the Purchaser shall maintain records sufficient to enable such goods so incorporated to be identified or quantified. The Company may at any time remove any goods belonging to it regardless of any practical difficulty or damaged caused to such products.
14. Resale of Goods
14.1 Where title to the goods has not passed from the Company and the Purchaser wishes to re-sell the goods and Clause 11.1.3 applies, the Purchaser shall invoice the goods to the third party purchaser at a price not less than that charged to the Purchaser by the Company for the goods and shall notify the third party purchaser that the goods are the property of the Company. Such sale shall be made by the Purchaser as a principle but all proceeds of sale shall be held by the Purchaser as agent for the Company and the Purchaser shall be in a fiduciary position to the Company in respect of such proceeds of sale.
14.2 Any payments received by the Purchaser in respect of any assignment of any debt in connection with any sale of the goods by the Purchaser shall be held by the Purchaser as agent for the Company and the Purchaser shall be in a fiduciary position to the Company in respect of any such payment so received.
14.3 The Purchaser shall give the Company full particulars of persons to whom goods have been or are intended to be sold so as to enable the Company to recover goods.
15. Rectification of these Terms
If any of these terms, or any part of any of these terms, is unenforceable or void law, it shall not affect the remainder of such term or any other such term or otherwise affect the contract and shall be replaced by such valid term as is as near as may be in effect to the original term.
16. Indemnity and Insurance by Purchaser
The Purchaser shall insure fully against and shall fully, promptly and effectively indemnify the Company against all expenses and liabilities whatsoever directly or indirectly relating to :
16.1 Any defect in the goods or in any product ("Product") in the production or supply of which the goods are of have been used, or incorporated by the Purchaser or by any third party purchaser deriving title in the goods directly or indirectly from the Purchaser (including but without limitation any liability arising under or pursuant to the Consumer Protection Act 1987, EEC Council Directive 85/374/EEC concerning liability for defective products, any other national legislation implementing such Directive or any other equivalent foreign legislation) unless such liability is caused solely by the Company's negligent act or omission in the manufacture or delivery of the goods;
or 16.2 Any use by the Company, the Purchaser or any third party of a trademark in connection with the goods or any Product, including but without limitation any liability arising under or pursuant to the Consumer protection Act 1987, the Directive referred to in Clause 16.1, any other national legislation implementing such Directive or any other equivalent foreign legislation; or 16.3 Any infringement of any intellectual property rights of any third party caused by the production, supply, use or sale of the goods or any Product or by the use of any trademark; or 16.4 Any negligent or willful act or omission of the Purchaser in connection with or in relation to the use or supply of the goods or any Product.
17. Termination by Company
If the Purchaser commits any breach of or fails to comply with any terms of the contract or become insolvent the Company shall have the right to (without prejudice to its other rights or remedies) terminate the contract or any other part of it, to withhold delivery of goods and demand payment of all sums due by the Purchaser to the Company.
All contracts between the Company and the Purchasers shall be governed by the laws of England and any disputes arising there from shall be subject to the jurisdiction of the English courts.
19. Any failure by the Company to enforce the terms contained herein or any indulgence granted to the Purchaser shall not amount to and not be deemed to be a waiver of such term or terms.