Terms and Conditions of sales
1.1 “Seller” means Innvino LTD (Registration 9002644)
1.2 “Buyer” means the person, firm or company placing an Order with the Seller.
1.3 “Goods” means the article(s) described in the Order.
1.4 “Order” means an Order for goods placed by the Buyer with the Seller.
2 These conditions apply to all Orders for purchases of Goods by the Buyer from the Seller. They prevail over any other terms and conditions, standard or otherwise, of the Buyer. Any change or addition to these conditions can only be made in writing signed by a duly authorised signatory of the Seller. These conditions constitute the entire agreement and understanding between the Seller and the Buyer with regard to the Goods and supersede any previous agreement between the Buyer and Seller relating to the goods. In entering into this agreement, Buyer and Seller agree that it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding howsoever made other than as expressly set out in this agreement. Nothing in this clause shall operate to exclude or limit any liability for fraud.
3.1 Except as expressly agreed by the Seller in writing the minimum order of Goods is 600 physical bottles for Orders which include wine products. The minimum order quantities may be subject to change from time to time and if relevant to an Order the Buyer shall be notified of any variances to the quantities stated in this clause at the time of Order.
3.2 Orders agreed by the Seller at less than the stated minimum order quantity detailed in 3.1 will be subject to a pre-agreed surcharge.
3.3 Acceptance of Buyer’s Order is subject to supplies being available and unsold.
4.1 If requested by the buyer the prices quoted are exclusive of VAT but inclusive of customs duty as applicable. If not all the prices quoted are underbond/DAT.
4.2 Where Goods are quoted duty paid, the price includes the excise duties at the rates prevailing at date of publication (unless otherwise specified).The duty element of the price of Goods may be altered by the Seller without notice at any time prior to delivery in accordance with any changes in the rate or application thereof. The Seller reserves the right to alter the price of Goods exclusive of duty without notice at any time prior to acceptance of an Order but after acceptance prices quoted shall be fixed.
4.3 Prices are inclusive of delivery within the UK mainland, unless otherwise stated, and subject to the conditions contained in 3.2.
4.4 Special price quotations will lapse unless written acceptance is received by the Seller within thirty days from the date of the quotation.
The Buyer agrees to pay Value Added Tax on Goods in accordance with the current VAT legislation.
6.1 Unless credit facilities have been expressly agreed in writing, payment must be made, net cash (cleared funds) against proforma invoice. Time for payment shall be of the essence.
6.2 For customers to whom credit facilities have been granted, and except as expressly agreed by the Seller in writing, payment for the Goods must be paid in full no later than thirty days from the date of the invoice.
6.3 The Seller reserves the right to charge interest at the rate prescribed in terms of the Late Payment of Commercial Debts (Interest) Act 1998 from time to time on any sums which are not paid in accordance with the condition 6.2 calculated from the date of the invoice until receipt by the Seller whether before or after judgment.
6.4 The Seller reserves the right to withdraw any special discounts or promotional monies offered to the Buyer at or before the date of acceptance of the Order should the Buyer fail to make full payment on time. All payments payable to the Seller shall become due immediately upon termination of this agreement despite any other provision.
6.5 The Buyer shall make all payments due in respect of any Order in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer.
7.1 Any time or date for delivery given by the Seller is an estimate only and the Seller shall not be liable for the consequences (financial or otherwise) of any delay in delivery nor shall delay of delivery entitle the Buyer to reject the Goods. The Buyer shall provide sufficient labour, equipment and facilities to offload Goods at the place of delivery.
7.2 If for any reason the Buyer fails to accept delivery of any Goods when they are ready for delivery, or the Seller is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorizations:
7.2.1 risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Seller’s negligence);
7.2.2. the Goods shall be deemed to have been delivered; and
7.2.3 the Seller may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
8) ARTICLE NUMBERING The printing of barcodes on Goods by the Seller is not the subject of any contract between the Seller and the Buyer. The Seller will endeavour to observe the recommendations of the Article Numbering Association but it will not be liable to the Buyer for any loss, damage or expense attributable to the absence or defect of any such barcode printing unless the same shall result from negligence by the Seller.
9) LOSS OR DAMAGE
The Buyer shall take all reasonable measures for the purpose of averting or minimising the loss of goods.
9.1 The Buyer shall:
9.1.1 inspect the Goods immediately upon receipt and record any loss or damage to the Goods on the carrier’s copy of the delivery note for the Goods and verbally notify the Seller immediately of any such loss or damage. All damaged goods must be kept for inspection until otherwise advised; and
9.1.2 within three days of receipt notify both the Seller and the Carrier in writing of any loss or damage to the Goods. No claim for loss or damage shall otherwise be accepted.
9.2 Claims for non-delivery shall only be accepted if the Seller and the Carrier are advised no later than three days after a delivery was due to be made. Any liability for non-delivery of the Goods shall be limited (at Seller’s election) to replacing the Goods within a reasonable time (provided that the Seller has available stocks) or issuing a credit note at the pro rata contract rate against any invoice raised for such Goods.
9.3 If the Seller agrees that Goods supplied are not of satisfactory quality then it shall, at its option, supply replacement Goods or reimbursement to a maximum of the invoice value of the Goods. Where Goods are replaced, the Buyer shall return the defective Goods, or that part of the Goods which are defective, to the Seller at the Seller’s own expense or upon agreement the Seller will collect.
9.4 No claims of the nature specified in clause 9.3 will be entertained by the Seller after the expiry of three days from the date of invoice.
9.5 If the Seller complies with its obligation in clause 9.4 then it shall have no further liability in respect of such Goods.
Risk of loss or of damage to the Goods or liability for duty (if any) shall pass to the Buyer upon delivery and the Buyer shall insure the Goods for their full replacement value (and for duty liability if applicable) for the period from delivery to the date when title passes to the Buyer as provided for by these conditions. The Buyer shall hold the proceeds of any such insurance on trust for the Seller and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
11) ALL MONIES RETENTION OF TITLE
Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain with the seller until
the seller has received payment of the full price of (a) all Goods and/or Services the subject of the Contract and (b)
all other goods and/or services supplied by the seller to the buyer under any contract whatsoever. Payment of the
full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this
and all other contracts between the seller and the buyer.
12) FORCE MAJEURE
The Seller shall not be liable to the Buyer by reason of any delay or non-performance of any of its obligations under these conditions to the extent that such delay or non-performance is due to any matter outside the Seller’s reasonable control. If by reason of such circumstances the Seller is able to fill only part of its total commitments then the Seller shall be entitled to allocate available supplies at its sole discretion amongst its customers.
13) LIMITATION OF LIABILITY
13.1 The following provisions set out the Seller’s entire liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
13.1.1 any breach of this agreement;
13.1.2 any use made or resale by the Buyer of any of the Goods or any product incorporating any of the Goods; and
13.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with this agreement.
13.2 All warranties, conditions and other terms implied by statute or common law (save for those implied by section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
13.3 Nothing in this agreement limits or excludes the Seller’s liability for death or personal injury or for any matter in respect of which it would be illegal for the Seller to exclude or attempt to exclude liability.
13.4 Subject to 13.2 and 13.3 above the Seller’s total liability in contract,
tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising out of this agreement shall be limited to the value of the Goods in the Order placed by the Buyer to which the claim relates, and the Seller shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this agreement.
14.1 The Seller warrants that (subject to other provisions of these Terms and Conditions) upon delivery the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979 (as amended).
14.2 The Seller shall not be liable for a breach of the warranty in condition unless:
14.2.1 the Buyer complies with the notice obligations in clause 9; and
14.2.2 the Seller is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Buyer’s cost for the examination to take place there.
14.3 The Seller shall not be liable for a breach of the warranty in condition if:
14.3.1the Buyer makes any further use of such Goods after giving such notice; or
14.3.2 the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
14.3.3 the Buyer alters or repairs such Goods without the written consent of the Seller.
15) INTELLECTUAL PROPERTY The Buyer shall not infringe any trade mark, trade name, registered design, copyright, database right or other intellectual property belonging to the Seller (or any third party) and/or relating to the Goods or any other thing supplied by the Seller with or in relation to the Goods. If the Seller makes any changes to any Goods at the request of the Buyer then the Buyer shall indemnify the Seller against all claims, costs and liabilities arising from any resultant infringement of a third party’s intellectual property rights.
16) APPLICABLE LAW AND JURISDICTION
These conditions shall be governed in every respect by the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English court.