London Pilsner Ltd (“the Seller”)
Terms & Conditions of Sale
1.1 “Buyer” the person(s), firm or Company who buys or agrees to buy the Goods from the Seller.
1.2 “Conditions” the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 “Goods” the goods (including any instalment of the goods) which the Buyer agrees to buy from the Seller in the quantity specified by the
Buyer at the time of acceptance of the order by the Seller.
1.4 “Price” the price for the Goods is the price stipulated in the Seller’s Sales Order.
1.5 “Purchase Order” is the Buyer’s commitment to purchase the Goods.
1.6 “Release After Payment” is when the Goods will be released to the Buyer upon receipt of sums due in cleared funds into the Seller’s bank account unless agreed otherwise.
1.7 “Sales Order” the Seller’s acknowledgment and confirmation of the Terms of Sale.
1.8 “EU” - The European Union - a political and economic union of 28 member states that are located primarily in Europe.
1.9 Any dispute as to the interpretation of any undefined words and expressions are to be settled by reference to the definition in the Shorter Oxford English Dictionary.
2. Conditions applicable
2.1 The Seller will only commence processing a Buyer’s order upon receipt of a valid written/electronic Purchase Order and subject to satisfactory completion and receipt of their application form and due diligence procedures.
2.2 These Conditions shall apply to all orders for the sale of the Goods by the Seller to the Buyer to the exclusion of all other terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document or which are implied by trade, custom, practice or course of dealing.
2.3 The Buyer confirms that it will notify the Seller immediately of any change of its status or tax registration (disclosed in the account application) or any other change as may limit or modify the liability or the capacity of the Buyer to enter into a business relationship with the Seller for the supply of the goods and that it intends to comply with all its obligations in relation to taxes and duties wherever they arise.
2.4 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any formal order submitted by the Buyer and for giving the Seller any necessary information relating to the goods within a reasonable time to enable the Seller to complete the order in accordance with these Conditions.
2.5 All orders for Goods shall be deemed to be an offer by the Buyer to purchase the Goods pursuant to these Conditions.
2.6 Acceptance of the delivery of the Goods shall be deemed conclusive evidence of the Buyers acceptance of these Conditions.
2.7 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing between the parties.
3. Price, Invoicing and Payment
3.1 The Price of the Goods shall be the price stipulated in the Seller's Sales Order at the date of acceptance of the order or the price agreed in writing by the parties prior to acceptance of the order by the Seller
3.2 The payment terms for each order will be stipulated in the Seller’s Sales Order unless agreed otherwise. Cash payments are not permitted. Time for payment is of the essence.
3.3 The Seller will invoice the Buyer immediately after confirmation of despatch (non-EU deliveries) and completion of delivery (for EU deliveries) unless otherwise agreed in writing.
3.4 Interest on overdue invoices shall accrue on a daily basis from the 8th day following the day on which payment was due as per the Seller Order. Interest will be at a rate of 5% per annum above the Barclays Bank PLC base lending rate in force and shall accrue until such time as the outstanding debt has been settled in cleared funds.
3.5 If the Buyer fails to make payment on the due date then without prejudice to any of the Seller's other rights, the Seller may
charge the Buyer for expenses and legal costs incurred by the Seller in taking steps, including court action, to obtain payment;
insist that all other unpaid amounts become due and payable immediately and the Seller may suspend or cancel further deliveries of the Goods to the Buyer without notice; and /or
appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.
4. Warranties and Liabilities
4.1 The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller and shall be of satisfactory quality. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12) all other warranties, conditions and terms relating to fitness for purpose, satisfactory quality or condition of the Goods whether implied by statute or common law or otherwise are excluded.
5. Delivery and Inspection
5.1 Delivery will be processed upon receipt of the deposit payment in cleared funds into the Seller’s account and/or escrow account (as applicable) as per the respective Sales Order.
5.2 All Goods supplied by the Seller are delivered and/or shipped on a Release After Payment basis. Release of Goods shall only be affected upon receipt of all sums due in cleared funds into the Seller’s account.
5.3 Delivery will on INCO terms as stipulated in the Seller’s Sales Order.
5.4 Unless instructed otherwise by the Buyer, the Seller shall arrange for carriage of the Goods to the Buyers address on the delivery date which shall be specified by the Seller.
5.5 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the contract unless previously agreed by the Seller in writing.
5.6 The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. Any shortages and/or damages must be notified to the Seller in writing within 72 hours of receipt and the Buyer to appoint his own surveyor to obtain the relevant report. Failure to comply with this will render the Buyer liable to pay the invoice in full. The Buyer will be liable to pay local state taxes and/or duties upon arrival of the Goods in the country/state of delivery and/or their country/state (as applicable). Seller
5.7 The Buyer is responsible for ensuring alcohol deliveries are permissible in the country of delivery.
5.8 The Seller cannot be held responsible should customs clearance refuse entry of the delivery. Any additional charges are the responsibility of the Buyer because the Seller has no control over these charges and cannot predict what they may be in the event that such charges may be applicable.
5.9 The Seller does not supply Goods on a sale or return basis.
6. Retention of Title
6.1 Notwithstanding delivery and the passing of risk in the goods or any other provision outlined in these conditions, the title in any goods supplied by the Seller shall not pass to the Buyer until all monies that are outstanding at any time including bank charges, legal fees and collection expenses are received by the Seller in full via cleared funds to the nominated bank account.
6.2 All goods remain the property of the Seller until payment is received in full.
7. Title and Risk
7.1 The risk in the Goods shall pass to the Buyer upon delivery taking place at the relevant warehouse for Orders delivered to the EU. For Orders delivered outside the EU , risk in the Goods will pass to the Buyer upon the goods being loaded on the vessel at the port of loading. This shall not affect the Seller’s right of retention of title as per clause 6 above.
7.2 Title in the Goods shall not pass from the Seller until:
The Seller has received in cleared funds payment in full of the Price as stated on the sales invoice; and
no other sums are due from the Buyer to the Seller
7.3 Until property in the Goods passes to the Buyer in accordance with previous clause the Buyer shall hold the Goods and each of them on trust as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identifiable as the Seller's property.
7.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller, the Buyer may sell or use the Goods in the ordinary course of the Buyer's business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller's property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller, the entire proceeds of sale or otherwise shall be held in trust for the Seller and shall not be mixed with other money paid into any overdrawn bank account and shall be at all material times identified as the Seller's money.
7.5 The Seller shall be entitled to recover the Price (plus VAT where applicable) notwithstanding that property on any of the Goods has not passed from the Seller.
7.6 Until such time as property in the Goods passes from the Seller, the Buyer shall upon request deliver to the Seller such Goods that have not ceased to be in existence or resold. If the Buyer fails to do so, the Seller may enter upon any premises owned, occupied or controlled by the Buyer where the goods are situated and repossess the Goods. On the making of such requests the rights of the Buyer under clause 7.4 shall cease.
7.7 The Buyer shall not pledge or in any way charge by the way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to other rights of the Seller, if the Buyer does so all sums owing by the Buyer to the Seller shall forthwith become due and payable.
8. Limitation of Liability
8.1 Except in respect of death or personal injury caused by the Seller's negligence and notwithstanding anything contained in these Conditions, in no circumstances shall the Seller be liable by reason of any representation (unless fraudulent) or in contract, tort (including negligence or breach of statutory duty) or otherwise however caused for any:
loss of profit, business, contracts, revenues or anticipated savings;
special, indirect or consequential damage of any nature
costs, expenses or other claims for compensation;
that arise out of or in connection with the supply or the Goods or their use or resale by the Buyer and the entire liability of the Seller under or in connection with the Contract shall not exceed the Price.
9. Force Majeure
9.1 If either party is prevented, hindered or delayed in or from performing any of its obligations under this agreement due to an act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest, natural disaster, non-performance by suppliers/subcontractors or any other event beyond their reasonable control, they shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly or the affected party may cancel/amend the Sales Order by agreement between the parties in writing.
10.1 In the event that the Buyer cancels an order that has been accepted by the Seller prior to the delivery date, the Buyer shall pay the Seller such charges as the Seller shall reasonably determine in respect of any materials, orders and labour expended in relation to that order.
10.2 The Seller has the right to retain any non-refundable Deposit (as outlined on the Sales Order) – if the Buyer cancels the order following the Seller’s receipt of the deposit.
10.3 If the Seller is unable to procure any of the Goods outlined on the Sales Order, the Buyer shall have a right to cancel the order and get a refund on the deposit paid.
10.4 Any variation to an order will need to be agreed between the parties.
10.5 The Seller has a right to vary the order quantity by a maximum of 10% in the event that they are unable to procure the full order. However, the Seller’s right to retain the deposit shall not be affected in this scenario or if the Seller is able to procure only part of the order.
11. Data Protection
11.1 The Buyer agrees that the Seller may use personal and business information provided during the Due Diligence process in order to conduct the appropriate Due Diligence and Anti – Fraud checks as required by Her Majesty’s Revenue and Customs (HMRC).
11.2 All information held by the Seller is in the course of business dealings and shall not be deemed as personal information.
12. 1 These conditions shall be governed by and construed in accordance with the Laws of England and Wales and any disputes shall be governed by the courts of England and Wales.