Goods are sold and supplied to the Buyer by Armit Wines Limited and its subsidiaries (Company) upon the following standard terms and conditions of sale. Any variation in these terms and conditions must be agreed in writing. ‘Contract’ means a contract for the sale of any goods by the Company to the Buyer.
- Prices and availability
1.1 Prices are quoted per case, duty paid but excluding VAT, unless otherwise stated, and are correct at time of publication.
1.2 Prices quoted are subject to market fluctuation, changes in rates of currency and changes in duty and VAT. In the event of a price change between the date of the Company’s order confirmation and the date of delivery or despatch, the Company will notify the Buyer in writing of the change, and the reason(s) therefor, and the Buyer will be bound to pay for the goods at the revised price.
1.3 All products are offered subject to availability. The Company shall have no liability for failure to meet a confirmed order where the products in question prove to be unavailable.
- Case sizes
Unless otherwise stated, prices quoted for wines are per case of 12 bottles (75cl), 24 halves (37.5cl) or 6 magnums (150cl). Case cannot be split when ordered.
- Acceptance of orders
3.1 The Company will not supply any products to any Buyer on credit terms until the Company has approved the Buyer’s application for a credit account.
3.2 No individual Contract will be formed until the Company has confirmed in writing its acceptance of the Buyer’s order.
4.1 The Company’s invoices are due for payment 30 days from the end of the month in which they are dated or such earlier date as the Company may stipulate at the time of granting credit, without any deduction, withholding or equitable set-off by the Buyer in respect of any alleged counter-claim.
4.2 The Company shall be entitled to charge interest at a rate of 4% per annum above LIBOR from time to time on any payment which is overdue, from the due date until payment.
Delivery of orders less than £250.00 inc VAT in value will be subject to a £15.00 plus VAT delivery charge within mainland UK.
Orders placed by 3pm will normally be delivered the next working day in the London area. Delivery outside London, but within mainland UK, will normally take 3-5 working days. Delivery times and charges for other areas, including the Scottish Isles and Northern Ireland, and for goods to be exported from the UK, are available on request and will be stated in the order confirmation.
All goods must be checked by the Buyer on delivery. Claims for breakages and/or missing bottles or cases must be noted in writing on the consignment note or hand-held electronic device at the time of delivery and notified to the Company within 3 working days thereafter. Claims for total non- delivery must be notified to the Company within 7 working days of the agreed date of despatch. Failure to comply with these requirements will entitle the Company to reject the relevant claim for loss, damage or non-delivery.
- Title and risk
7.1 The risk in goods sold by the Company (Goods) shall pass to the Buyer on completion of delivery.
7.2 Legal title to the Goods shall remain with the Company until it has received payment in full in respect of:
7.2.1 the Goods; and
7.2.2 any other goods, or services, that the Company has supplied to the Buyer.
7.3 Until title passes, the Buyer shall hold the Goods on a fiduciary basis as bailee for the Company and shall keep the Goods separately stored, properly protected, insured for their replacement value, and clearly identified as the Company’s property.
7.4 Subject to clause 7.5, the Buyer may sell the Goods in the ordinary course of its business, but may not sell the Goods to a company which is a member of its corporate group, or with which it is connected or associated, without the prior consent in writing of the Company.
7.5 The Buyer's right to possession of the Goods, and its right to sell them, shall terminate immediately if the Buyer ceases to trade or becomes insolvent, or any proceeding or application to court is commenced relating to the insolvency or possible insolvency of the Buyer, or if the Buyer suffers or allows any execution to be levied on his/its property, or is in breach of any of his/its obligations under this or any other contract between the Company and the Buyer.
7.6 Upon termination of the Buyer’s right to possession:
7.6.1 all sums owing to the Company shall immediately become due, notwithstanding that any period(s) of credit permitted under this or any other contract between the Company and the Buyer may not have expired; and
7.6.2 unless the Buyer immediately pays or procures payment of all such sums, the Buyer shall immediately and at its expense deliver up all unsold Goods to the Company or as it may direct, free from any lien or other encumbrance.
7.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises of the Buyer, or to which the Buyer has a right of access, where the Goods are or may be stored in order to inspect them or, where the Buyer's right to possession has terminated, to establish whether any such goods are located there and, if so, to recover them.
7.8 Where the Company is unable to determine whether any goods are Goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
7.9 The Company shall be entitled to recover payment for the Goods notwithstanding that title to any of the Goods has not passed to the Buyer.
The Company warrants that any product purchased from the Company will, on delivery, conform in all material respects with its description, be of satisfactory quality, and be reasonably fit for all the purposes for which products of that kind are commonly supplied.
- Limitation of liability
9.1 In this clause 9 ‘Claim’ means and includes any claim for any loss arising under or in connection with a Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.
9.2 Subject to clause 9.6, the Company shall not be liable to the Buyer in respect of any Claim for any indirect or consequential loss arising under or in connection with a Contract, including without limitation any of the following types of loss (even if resulting from a deliberate breach of the Contract by the Company, its employees, agents or subcontractors):
9.2.1 loss of income or revenue;
9.2.2 loss of business;
9.2.3 loss of profit;
9.2.4 loss of anticipated savings;
9.2.5 loss of data; or
9.2.6 waste of management, staff or office time or resources,
provided that this clause 9.2 will not prevent any claim for loss of or damage to the Buyer’s tangible property that was foreseeable, or any other claim for direct loss that is not otherwise expressly excluded or limited by this clause 9.
9.3 Subject to clause 9.6, the Company’s maximum aggregate liability to the Buyer in respect of all and any Claims shall be limited to twice the purchase price of the relevant goods, exclusive of any VAT payable thereon.
9.4 Subject to clause 9.6, the Company shall not be liable to the Buyer in respect of any Claim unless written particulars of that Claim are notified by the Buyer to the Company within one year after the date of delivery of the relevant goods.
9.5 Except as set out in these terms and conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from every Contract.
9.6 Nothing in this clause 9 excludes or limits the Company’s liability for:
9.6.1 death or personal injury caused by its negligence;
9.6.2 fraud or fraudulent misrepresentation;
9.6.3 any breach of the obligations implied by section 12 of the Sale of Goods Act 1979;
9.6.4 defective products under the Consumer Protection Act 1987; or
9.6.5 any other matter for which it would be illegal for the Company to seek to exclude or limit its liability.
- Suspension or termination of dealings
In any of the events referred to in clause 7.5, the Company may without liability to the Buyer suspend performance of or cancel any confirmed but unfulfilled order(s) from the Buyer, and all sums owing to the Company shall immediately become due and payable.
- Governing law and jurisdiction.
The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales