SALES TERMS & CONDITIONS THE CONTRACT
1.1 All orders are accepted by Hall Brothers Wine (HBW) only under these terms which may not be altered except with the written agreement of a Company Director of HBW. Any contrary or additional terms unless so agreed are excluded.
1.2 Orders are accepted subject to availability of goods at the time of delivery.
1.3 Orders which have been accepted by HBW may be cancelled only with the written agreement of a HBW Company Director and on terms that the Buyer will indemnify HBW against all losses damages, costs and expenses incurred by HBW as a result of that cancellation.
2.1 Quotes and prices are based on costs and excise duty prevailing at the time when they are given or agreed. The price of the Goods including excise duty shall be that ruling as the date of the delivery.
2.2 All prices quoted are inclusive of delivery charges and Value Added Tax which is payable at the rate ruling at the date of delivery unless zero rated or exempt from VAT.
2.3 Any discounts, deductions, allowances or rebates agreed are only available if all sums due from the Buyer to HBW are paid by the due date.
3.1 HBW reserve the right to refuse to execute any order or contract if the arrangements for payment or the Buyer’s credit rating is not satisfactory to the HBW.
3.2 HBW may charge interest at the rate of 4% above the Royal Bank of Scotland Base Rate, on all amounts which are unpaid.
4.1 Delivery shall occur when the Goods have been collected by the Buyer or have been delivered to the address provided by the buyer.
4.2 The Buyer will indemnify HBW in respect of all losses, damages, costs and expenses incurred as a result of delivery in accordance with the Buyer’s instructions. This indemnity will be reduced in proportion to the extent that such losses, damages, costs or expenses are due to HBWs negligence.
5.1 The Buyer shall inspect the Goods at the place and time of loading if the Goods are collected and unloading if the Goods are delivered but nothing in these Terms shall require the Buyer to break packaging and/or unpack Goods.
5.2 Unless HBW or the delivery driver is notified forthwith and written notice is received by the HBW within 2 working days of loading or unloading as the case may be of any claim apparent on reasonable inspection for loss or damage in transit, short delivery, failure to conform to the Contract the Goods will be deemed to have been delivered in accordance with the delivery documents and accepted by the Buyer and the Buyer shall not be entitled to and waives any right to reject the Goods.
5.3 HBWs liability for loss or damage in transit, short delivery, failure to conform to the Contract or apparent on reasonable inspection is limited to supplying the Goods as ordered and HBW shall not be liable for any damages whatsoever. The Buyer remains liable to pay the full invoice price of other goods delivered in accordance with the Contract.
6.1 Risk in the Goods shall pass to the Buyer when the Goods are delivered by HBW or collected by the Buyer.
6.2 The title to the Goods shall remain with the HBW until the HBW has received in cash or cleared funds payment in full of the price of the Goods and any other sums outstanding between the Buyer and the HBW whether in respect of this Contract or otherwise.
6.3 Until title passes the Buyer:-
i. shall hold the goods as the HBWs fiduciary agent and bailee;
ii. shall keep the goods stored separately from any other goods, protected and insured, and shall not interfere with any identification marks, labels, batch numbers or serial numbers on the goods;
iii. may sell the goods as principal and not as HBWs agent in the ordinary course of the Buyer’s business subject to the following express conditions
a. that the entire proceeds of any sale or insurance proceeds received in respect of the goods are held in trust for HBW and not mixed with any other monies or paid into an overdrawn bank account and shall at all times be identifiable as the HBWs money;
b. that the Buyer will at the HBWs request and at the Buyer’s expense assign to HBW all rights the Buyer may have against its customer; and
c. that the Buyer’s right to sell the Goods may be withdrawn by the HBW on notice at any time and will automatically cease in the event of the Buyer becoming insolvent.
6.4 HBW shall be entitled at any time to recover any or all of the Goods to which it has title and for that purpose HBW its employees or agents may with such transport as is necessary enter upon any premises occupied by the Buyer or to which the Buyer has access and where the Goods may be or are believed to be situated.
6.5 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 HBW, but if the Buyer does so, all monies owing by the Buyer to HBW shall (without prejudice to any other right or remedy of the HBW) forthwith become due and payable.
6.6 Without prejudice to the foregoing none of the Goods are supplied on a ‘Sale or Return’ basis unless otherwise agreed in writting.
7.1 If the Buyer is an individual or a group of individuals the Buyer agrees that HBW may:
i. Seek, hold and process any information obtained about the Buyer from the Buyer or third parties for the purpose of and as a result of any applications or agreements the Buyer has with the HBW. This will include a search with a licensed credit reference agency which will keep a record of that search.
ii. Use this information for credit assessment purposes including assessing the Buyer’s credit limit and to administer and operate the credit account to the Buyer and analyse the conduct of that credit account. This may include further searches with licensed credit reference agencies.
iii. Disclose any information the Seller holds about the Buyer to licensed credit reference agencies, other suppliers and creditors to help the Seller and others make credit decisions; to help prevent or detect fraud or other crimes; to trace debtors; to provide trade references on a confidential basis to the Seller’s agents and sub-contractors; to insurance companies for the purpose connected with insurance products that relate or might relate to the Buyers credit account; to any person to whom HBW proposes to transfer its rights and/ or responsibilities under this Contract and to the extent HBW is required or permitted to do so by law.
iv. Hold and use this information during and for 6 years after the trading relationship and thereafter destroy the information except for a record of credit limits and date of and grounds for account closure.
v. If the Buyer is a body corporate or incorporate HBW may access information as above relating to the Buyer’s directors, shareholders or members including searches with licensed credit reference agencies.
8.1 This Contract shall be governed and interpreted according to the Law of England and Wales and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts.
8.2 HBW shall not be liable for any breach of contract delay of failure to perform any of the obligations if the breach delay or failure was due to any cause beyond HBWs reasonable control including without limit industrial action or trade disputes whether involving employees of HBW or of a third party.
8.3 The waiver by HBW of any breach or default of these terms shall not be construed as a continued waiver of any subsequent breach of the same or any other provision.
8.4 If any clause or sub-clause of these terms is held by a competent authority to be invalid or unenforceable the validity of the other clauses and sub-clauses of these terms shall not be affected and they shall remain in full force and effect.
8.5 No person may enforce any of these terms under the Contracts (Rights of the Third Parties) Act 1999.
8.6 Any notice required or permitted to be given by either party to the other under these terms 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 and shall be deemed to have been received:
8.6.1 if sent by first class post 2 working days after posting exclusive of the day of posting;
8.6.2 if delivered by hand on the day of delivery;
8.6.3 if sent by facsimile transmission at the time of confirmation of transmission of the entire fax.
We will always use your personal information in accordance with the current data protection legislation.