TERMS AND CONDITIONS
1.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller.
1.2 These Terms and Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.1 In these Conditions:-
“Business Day” means any day other than a Saturday, Sunday or bank holiday in England;
“the Buyer” means Woolf Drinks Ltd;
“these Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;
“the Contract” means the contract for the purchase and sale of the Goods under these Terms and Conditions;
“the Delivery Date” means the date on which the Goods are to be delivered as stipulated in the Buyer’s order and accepted by the Seller;
“the Goods” means the Goods (including any instalment of the Goods or any parts for them) which the Seller is to supply in accordance with these Conditions;
“Month” means a calendar month;
“the Seller” means the person or company who accepts an offer of the Buyer for the purchase of goods or whose order for the sale of goods is accepted by the Buyer;
“writing” means any communication effected by telex, facsimile transmission or any comparable means.
2.2 Any reference in these Terms and Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
2.3 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
In these Terms and Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Terms and Conditions, but if there is any conflict between the provisions of Incoterms and these Terms and Conditions, the latter shall prevail.
- Basis of Sale
4.1 The Buyer’s ’s employees or agents are not authorised to make any representations or claims concerning the Goods unless confirmed by the Buyer in writing. In entering into the Contract the Seller acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
4.2 No variation to these Terms and Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
4.3 No contract for the sale of Goods shall be binding on the Buyer unless:-
4.3.1 the Buyer has issued a quotation which is expressed to be an offer to sell the Goods; or
4.3.2 the Seller has accepted an order placed by the Buyer, by the Seller’s written acceptance;
4.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Buyer shall be subject to correction without any liability on the part of the Buyer.
- Orders and Specifications
5.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by an authorised representative of the
5.2 The specification for the Goods shall be those set out in the Buyer’s order or quotation or offer to buy the Goods.
5.3 The Buyer reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements.
6.1 The price of the Goods shall be the price set out in any quote given to the Seller by the Buyer or such other price as may be agreed in writing by the Seller and the Buyer.
6.2 The Seller will pay the cost of insuring the Goods from the date of the Contract until the Delivery Date.
7.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Buyer shall invoice the Seller for the net sum due the Goods on or at any time after despatch of the Goods.
7.2 Invoices are based on the quantity and condition of Goods and at weights established by the Seller when the Goods leave the Seller’s factory or warehouse.
7.3 The Buyer shall pay the price of the Goods on the payment date stated in the Contract or if no express provision for the time of payment is contained in the Contract within 7 days after physical delivery has taken place Receipts for payment will be issued upon request.
7.4 All payments shall be made to the Seller in the currency of the price stated in the Contract at its office as indicated on the form of acceptance or invoice issued by the Seller without any deduction credit or set off whatsoever.
7.5 The Seller is not obliged to accept orders from any customer or buyer who has not supplied the Seller with references satisfactory to the Seller;
8.1 Subject to below delivery of the Goods shall take place and risk in the Goods will pass in accordance with Incoterms, where applicable, otherwise delivery of the Goods shall be made:
8.1.2 by delivering the Goods to the place specified in the Buyer’s orders, or
8.1.3 by the Buyer’s acceptance as the location to which the Goods are to be delivered by the Seller, or
8.2 Unless otherwise agreed in writing by the Buyer and the Seller shipment and insurance of all Goods ordered F.O.B. or F.C.A. will be arranged by the Seller on behalf of the Buyer and all charges shall be paid by the Seller.
8.3 The Seller shall endeavour to comply with the shipping instructions given by the Buyer with its order for the Goods
8.4 The Delivery Date shall be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer..
8.5 The Seller shall not be liable for any costs incurred for whatever reason after delivery of the Goods is deemed to have taken place. Where goods are sold inclusive of any or all of the freight, handling, port or insurance charges, any increases in, or in the rates for, such charges arising after the date of the Contract and before the Goods are delivered or arising through deviation to a new port or airport necessarily or at the Buyer’s request or through any delay however caused shall be for the Buyer’s account subject to the absolute discretion of the Seller.
8.6 Port surcharges and other incidental charges are included in the freight rate.
8.7 Import or customs duty or other official taxes or charges arising from or necessary to enable delivery of the Goods shall be for the Buyer’s account and shall be reimbursed forthwith where necessarily paid by the Seller.
8.8 The Seller agrees that the title to the Goods and risk and delivery cannot take place until the re-gauge process has been fully compiled with by the Seller. Once re-gauging has taken place following the acceptance by the Seller of the Buyer’s offer to purchase the Goods the Seller shall (time being of the essence) immediately sign the appropriate forms and dispatch them to the warehouse keeper storing the Goods with instructions to transfer ownership of the Goods to the Buyer forthwith (applied to whisky cask purchases only).
9.1 Unless otherwise expressly agreed in writing by the Buyer and the Seller, Goods sold C.I.F. will be insured by the Seller from the time the Goods leave the warehouse or place of storage at the commencement of transit, throughout the ordinary course of transit and until:-
9.1.1 delivery to the Buyer’s or other final warehouse or place of storage at the destination named in the Buyer’s order;
9.1.2 delivery to any other warehouse or place of storage whether prior to delivery at the destination named in the Buyer’s order or acknowledgement or order which the Buyer may elect to use either:
18.104.22.168 for storage other than in the ordinary course of transit, or;
22.214.171.124 for allocation or distribution;
9.1.3 the expiry of 3 days after completion of discharge over side of the Goods from the overseas vessel at the final port of discharge or on the expiry of 3 days after unloading the Goods insured from an aircraft at the final place of discharge, whichever shall first occur.
9.2 Insurance on Goods sold C.I.F. shall be effected by the Seller on behalf of and in the name of the Buyer and shall be for the C.I.F. value of the Goods plus 10 per cent against all marine and marine war and other marine risks (or air, air war or other air risks where appropriate). All special risks involved in the carriage of the Goods shall be for the Buyer’s account. Claims are payable abroad and are to be made by the Buyer on the overseas agent of the Seller’s insurers.
9.3 All costs arising from the insurance being effected by the Buyer’s request on Goods sold other than C.I.F. shall be for the Buyer’s account.
- Risk and Property
10.1 Risk of damage to or loss of the Goods shall pass to the Buyer in accordance with the relevant provision of Incoterms or where Incoterms (as varied below) the time when the Seller effects physical delivery of the Goods.
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods.
10.3 Until such time as the property in the Goods passes to the Buyer:-
10.3.1 the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property;
10.3.2 provided the Goods are still in existence and have not been resold, the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
10.4 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
11.1 The Buyer may assign the Contract or any part of it to any person, firm or company.
11.2 The Seller shall not be entitled to assign the Contract or any part of it without the prior written consent of the Buyer.
- Warranties and Liability
12.1 Subject to the conditions set out below and subject to the foregoing clauses the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be of merchantable quality.
- Buyer’s Default
13.1 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:-
13.1.1 cancel the order or suspend any further deliveries to the Buyer;
13.1.2 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of four per cent per annum above Lloyds Bank Plc (or such other bankers as the Seller may notify) base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest); and
13.1.3 where the price is to be paid in a currency other than Sterling charge to the Buyer the reduction in the amount of pounds sterling receivable by the Seller on conversion of the proceeds by the Seller’s bankers as a result of variations in the rate of exchange between the due date and the date of actual payment.
13.2 This Condition applies if:-
13.2.1 the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
13.2.2 the Buyer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or
13.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
13.2.4 the Buyer ceases, or threatens to cease, to carry on business.
14.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or by
14.1.1 (in case of communications to the Seller) to its registered office or such changed address as shall be notified to the Buyer by the Seller; or
14.1.2 (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Seller by the Buyer.
14.2 Communications shall be deemed to have been received:
14.2.1 if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or
14.2.2 if delivered by hand, on the day of delivery; or
14.2.3 if sent by fax or e-mail on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.
14.3 Communications addressed to the Seller shall be marked for the attention of Sebastian Woolf.
14.4 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.
- Force Majeure
15.1 In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (subject to Sub-clause 18.2) the party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.
15.2 Sub-clause 15.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.
15.3 Each party shall be liable to pay to the other damages for any breach of this Agreement and all expenses and costs incurred by that party in enforcing its rights under this Agreement.
15.4 If and when the period of such incapacity exceeds 2 months then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.
No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
- ULISG 1980
Save as varied by the terms above the Uniform Laws on the International Sale of Goods laid down in the 1980 United Nations Convention shall not apply unless expressly agreed between the parties in writing.
- Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
- Governing Law and Jurisdiction
The Contract shall be governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English and Welsh courts.