Terms and Conditions
This agreement applies as between you, the User of this Web Site and Wine Storage Solutions Limited, the owner(s) of this Web Site. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Web Site. If you do not agree to be bound by these terms and conditions, you should stop using the Web Site immediately.
- “The company” means Wine Storage Solutions Limited.
- “The Buyer” means the person, firm, company, organisation or public authority specified in the Order.
- “The Goods” means the Goods (including any installment of the Goods or any parts for them), which the Company is to supply to the Buyer in accordance with these conditions.
Basis of sale
- Unless otherwise agreed in writing by the Company, Goods are supplied by the Company only on these conditions and no variation of or addition hereto shall have effect. Should any of these conditions conflict with any conditions stated in the Buyer’s order then these conditions shall prevail. Any conduct by the Buyer in confirmation of any transaction with the Company after receipt by the Buyer of this document, shall constitute unqualified acceptance by the Buyer of these conditions. The Company shall be deemed not to have entered into any contract to supply Goods until the Buyer’s order is acknowledged or the Goods shall have been despatched by the Company or its agents. Any variation in the Buyer’s order shall not be valid until accepted by the Company and shall be? made on these terms and conditions. Quotations are valid for a period of 30 days unless specially stated otherwise and do not constitute contractual offers.
- The Company’s employees or agents are not authorised to make any representation concerning the Goods ordered unless confirmed by the Company in writing. In ?entering into the Contract, the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.
- Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Buyer?s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
- Unless the contract provides expressly otherwise, the price payable by the Buyer for each delivery shall be the Company’s price ruling at the date of despatch.
- The Company reserves the right to charge for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the delivery address.
- All prices are exclusive of VAT unless otherwise stated and VAT or any other tax or duty relating to the sale or delivery of the Goods shall be added to the price payable by the Buyer.
Terms of payment
Payment should be made in full prior to delivery unless otherwise agreed failing which:
- the Buyer shall pay interest on the amount outstanding at the rate of 4% above the current base rate of National Westminster Bank plc for the time being calculated from day to day from the date upon which payment became due to the date of actual payment; and
- the Company shall also be entitled to charge to the Buyer any legal costs incurred in the recovery of overdue debts.
- Delivery of the Goods shall be made by the Buyer collecting the Goods at the Company’s premises at any time after the Company has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Company, the Company shall deliver the Goods to that place.
- The Company will use all reasonable endeavor to deliver the Goods on the date or dates specified in the order but such dates are not guaranteed unless expressly so stated in the contract.? The Company shall not be liable in respect of any claims arising out of or consequent to a failure to meet such dates and such failure shall not entitle the Buyer to repudiate or cancel the contract unless such failure shall have been caused by the wilful default or neglect of the Company.? Time for delivery shall not be of the essence unless previously agreed by the Company in writing.? The Goods may be delivered by the Company in advance of the specified delivery date upon giving reasonable notice to the buyer.
- Where the contract provides for delivery of the Goods elsewhere than at the Company’s premises, the Company will entertain a claim by the Buyer in respect of loss or damage in transit only if the Buyer:
- gives written notice to the Company within 21 days after the date of the Company’s advice note or other notification of the despatch of the Goods in the case of non-delivery or within three (3) days after delivery of the Goods in any other case; and
- where the Goods are consigned by an outside carrier complies in all respects with the carrier’s conditions of carriage for notifying claims for loss of damage in transit.
- Delivery shall be deemed to take place either:
- on the physical handing over of the Goods to the Buyer or his designated carrier or agent: or
- on the removal of the Goods from the Company’s premises when the Company shall at the request of the Buyer, agree to transport the Goods by its own transport or the carriers designated by the Company; or
- upon the placing of the Goods in the Company’s own storage facilities either at the request of the Buyer or upon his failure or refusal to accept delivery.
Risk and title
- Risk of damage to the loss of the Goods shall pass to the Buyer.
- In the case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Buyer that the Goods are available for collection, or
- In the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or if the Buyer wrongfully fails to take delivery of the Goods or fails to provide adequate means of access for delivery of the Goods, at the time when the Company has tendered delivery of the Goods or attempted to deliver the same.
- Notwithstanding delivery and the passing of risk in the Goods? or any other provision of these conditions, the property in the Goods shall remain in the Company until the Company has received in cash or cleared funds the payment in full of the price of the Goods and all other sums due from the Buyer to the Company.
- Until such time as the property in the Goods passes to the Buyer, the Buyer shall keep the goods separate from those of the Buyer and the third party and properly stored, protected and insured and identified as the Company’s property.
- Until such time as the property in the Goods passes to the Buyer, the Company shall be entitled at any time to require the Buyer to deliver the Goods to the Company 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.
- The Buyer hereby irrevocably authorises the representatives of the Company to enter upon the Buyer?s premises where the Goods are stored at or are thought by the Company to be stored for the purpose of repossessing them and subsequently selling them and all costs and expenses reasonably incurred by the Company in connection with such recovery shall be paid by the Buyer.
- The Buyer shall not be entitled to pledge or in any way charge by way of security for indebtedness any of the Goods which remain the property of the Company, but if the Buyer does so, all monies owing by the Buyer to the Company shall (without prejudices to? any other right or remedy of the Company), forthwith become due and payable.
- In the event of a Trustee in Bankruptcy, an Administrative Receiver or? Administrator or Liquidator being appointed in respect of the Buyer, the Buyer shall procure that such Trustee in Bankruptcy and Administrative Receiver, Administrator or Liquidator is made fully aware of the Company’s rights of retention of title.
- Risk of damage to the loss of the Goods shall pass to the Buyer.
- If, for any reason, the Buyer fails or refuses to accept delivery of the Goods or any part thereof, the Company may, at its discretion, store the Goods and take reasonable steps to safeguard and preserve them until their actual delivery.
- If the Buyer shall fail to take delivery of the Goods within twenty-eight (28) days of notification that they are ready for delivery or having been stored, the storage facilities are no longer available, the Company shall have the right to sell, dispose of or otherwise deal with the Goods and the Buyer shall be liable to the Company for all loss (including loss of profits) or damage which the Company shall suffer in consequence of the Buyer?s failure to take delivery of the Goods or of such sale.
Orders for special Goods to be specially obtained cannot be cancelled nor can any allowance be made for such Goods if subsequently returned.
The Company shall be entitled, without prejudice to its other rights and remedies, either to terminate wholly or in part any or every contract between itself and the Buyer, or to suspend any further deliveries under any or every contract and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary in any of the following events:
- If any debt is due and payment to the Company is unpaid.
- If the Buyer makes any voluntary arrangement with its Creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a Company) goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction)
- An encumbrancer takes possession, or a receiver (including an Administrative Receiver) is appointed, of any of the property or assets of the Buyer.
- The Buyer ceases, or threatens to cease, to carry on business.
The Company shall be entitled to exercise its aforesaid rights of termination or suspension at any time during which the event or default giving rise thereto has not ceased or been remedied and, the Company shall be entitled, as a condition of resuming delivery to require prepayment of or such security as it may require for the payment of the price of any further delivery.
- Subject to the conditions set out below, the Company warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of two years from the date of their initial use.
- The above Warranty is given by the Company subject to the following conditions:
- The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, normal working conditions, failure to follow the Company’s instruction (whether oral or in writing), misuse or alteration or repair of the Goods without the Company’s approval.
- The Company shall be under no liability under the above Warranty (or any other warranty, condition or guarantee), if the total price for the Goods has not been paid by the due date for payment.
- The above Warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Buyer shall only be entitled to the benefit of any such Warranty or Guarantee as is given by the manufacturer to the Company.
- Subject to expressly provided these conditions, and except that where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act, 1977) all warranties, conditions or any other terms applied by statute or common law, are excluded to the fullest extent permitted by the law.
- Any claim by the Buyer which is based on any defects in the quality or condition of the Goods, or their failure to correspond with specification, shall (whether? or not delivery is refused by the Buyer), be notified to the Company within seven (7) days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection), within a reasonable time after discovery of the defect or failure.? If delivery is not refused, and the Buyer does not notify the Company accordingly, the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
- Where any claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification, is notified to the Company in accordance with these Conditions, the Buyer? shall thereafter afford the Company a reasonable opportunity of inspecting the Goods in their allegedly defective state and the Company shall be entitled to replace the Goods (or the part in question) free of charge, or at the Company’s sole discretion, refund the Buyer the price of the Goods (or an apportioned part of the Goods), that the Company shall have no further liability to the Buyer.
- Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Buyer by reason any representation or any implied warranty, condition or other term, or duty at common law, or under the expressed terms of the contract, or any consequential loss or damage (whether the loss? of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether by the negligence of the Company, its employees, its agents or otherwise), which derive out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these conditions.
- The Company shall not be liable to the Buyer or be deemed to be in breach of a Contract by reason of any delay in performing or any failure to perform, any of the Company?s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company’s reasonable control Without prejudice to the generality of the foregoing, the following shall be regarded as cause beyond the Company’s reasonable control :
- Act of God, Explosion, Flood, Tempest, Fire
- War or threat of war, sabotage,
insurrection, civil disturbance or requisition.
- Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.
- Import or export regulations or embargoes.
- Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third-party).
- Difficulties in obtaining raw material, labour, fuel, parts or machinery.
- Power failure or breakdown in machinery.
In the event that any of the circumstances listed above occur, the time for completion of contract shall be extended for a reasonable period.
- Act of God, Explosion, Flood, Tempest, Fire
- 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 principle 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.
- No waiver by the Company 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 unforeseeable 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.
- Any dispute under or in connection with these conditions or the sale of the Goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for time being of the Law Society.
Every contract to which these Terms and Conditions shall apply shall be construed in accordance with and governed by in all respects by the Laws of England and the Company and the Buyer submit irrevocable to the non-exclusive jurisdiction of the English Courts.