C & D WINES LTD TERMS AND CONDITIONS OF SALE

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DATA PROTECTION ACT 1998

"We may make a search with a credit reference agency, which will keep a record of that search and will share that information with other businesses. We may also make enquiries about the principal directors with a credit reference agency"

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GENERAL: These terms and conditions shall apply to all sales made by C&D Wines Limited “the Company” to a customer “the Buyer” and all other Conditions, Guarantees, Warranties, Terms, Undertakings and Representations (expressed or implied) are hereby expressly excluded unless previously agreed in writing by a director of the company. In the event of any conflict or inconsistency between these Terms and Conditions and any other Terms and Conditions of any invitation to treat, order or acceptance, then these Terms and Conditions shall prevail.

AVAILABILITY: Orders are subject to availability of stocks and the Company is entitled to adjust the price charged for any goods without prior notice to the Buyer by reason of any increase in Any Excise or any other Tax or Duty applicable to such goods. All prices are quoted exclusive of Value Added Tax which will be levied at the rate prevailing at the date of issue of the invoice.

PAYMENT TERMS: Payment for goods supplied shall became due and payable no later than 30 days after the date of invoice unless expressly otherwise agreed by a director of the company in writing. If the buyer does not have an approved Credit Account with the company, then the payment in full for the goods shall be made prior to delivery to the Buyer. If payment of the price of the goods or any part thereof is not made on or before the due date the Company shall be entitled to charge interest thereafter on the outstanding amount at the rate of 2 per centum per annum over the Lloyds Bank Plc base rate in force from time to time and until the date of payment, such interest being deemed to accrue from day to day.  If the Buyer should fail to make payment of any one invoice that has fallen due for payment, then all other unpaid amounts shall become due immediately and in this event the Company shall have the right to withdraw from any further delivery obligations without notice to the Buyer and the Company may claim compensation for any and all damage caused thereby. When a DD is unpaid the account will be put on STOP, future orders will only be released after we obtain full payment for the amount of the unpaid DD + the value of any new order. The second time a DD is unpaid, we will withdraw all credit facilities from the customer in question and revert to CWO terms.

RISK: Risk of loss of or damage to goods or liability for the duty shall pass to the Buyer when the goods are delivered to the delivery address.  When deliveries of goods by the Company are affected by outside contractor’s risk of loss of or damage to the goods of liability for the duty shall pass to the Buyer when the goods are delivered to the premises of either the Buyer or his Agent or an outside carrier.

CLAIMS: The Buyer must examine all goods as soon as they are delivered and must sign the delivery note clearly with both his signature and full name in capital letters to acknowledge receipt. If at the time of delivery, it is not possible for the Buyer to examine the goods then the delivery note should be clearly signed “unexamined”. The Buyer must notify the Company in writing within three working days of delivery of the goods any claim for damage, pilferage, or breakage. In the event of any claim being made by the Buyer must retain any packaging material for inspection. If the Company is prevented, whether directly or indirectly from making delivery of the goods or performing or completing any of its obligations by reason of Acts of God, war, fire, or other industrial Action, whether official of unofficial, or any cause whatsoever outside its control, the Company shall be under no liability whatsoever to the Buyer and shall be entitled to cancel the Contract or extend the time of its performance by a period equivalent to that during which performance by the Company has been prevented by the circumstances referred to or such period as made be reasonable.

RETENTION OF TITLE – Until such time the Company has received payment for all the goods supplied to the Buyer....

a) The goods shall remain the Company’s property and the Buyer shall store the goods separately and keep them in such manner as to be readily identifiably as the Company’s property and until such a time the Buyer shall hold the same as the Company’s Fiduciary Agent and Bailee.

b) Subject to (c) below the Buyer shall be at liberty to sell the goods in its ordinary course of business but shall have no authority to enterinto any Contract of Sale on the Company’s behalf. A sale of the goods shall not be made by the Buyer to a Company which is its
Holding Company, Subsidiary Company or of which it is an Associated Company as defined by the Companies Act 1985, as from time
to time amended or substituted without the prior consent in writing of the Company.

c) If the Buyer shall be in default of payment of any sum whatsoever due to the Company, the company may revoke the Buyer’s power of sale in respect of the goods and such power of sale shall automatically cease if an Administrative Receiver is appointed in respect to the Buyer or the Buyer goes into liquidation or calls a meeting of or makes any arrangements of composition with its creditors.

d) Any payment made by the Buyer for the goods supplied by the company shall notwithstanding any purported appropriation by the Buyer or anything and any demand by the Company or in any Statement of Account between Company and the Buyer or any other matter or thing whatsoever, be appropriated first to goods which have at the date of receipt by the Company of the Payment been disposed of by Buyer and the Company shall likewise be and remain entitled to appropriate any balance such appropriation of payment received to such other of any goods supplied by it to the Buyer as it shall in its absolute discretion decide.

QUALITY: All goods supplied are warranted on delivery to the Buyer to be of the nature, substance and quality invoiced and to confirm in all respects with all appropriate statutory regulations.

NOTICES: Any notice required to be given hereunder may be given personally or by recorded or registered post addressed by one party to the other by written notice. Such notice shall be deemed to have been served 48 hours after the same is posted and shall be in permanent readable form and shall be deemed properly addressed if addressed to the Buyer at its principal place of business or at last known address and to the company at Amapola House, 25 Metro Business Centre, Kangley Bridge Road, London, SE26 5BW.
 

JURISDICTION: These Terms and Conditions shall be construed and governed in all respects by English Law and the Buyer and the
Company shall submit to the jurisdiction of the English Court. If any one of these Terms and Conditions is rendered void or unenforceable at Law, then that part shall be severable form these Terms and Conditions and they shall otherwise remain in full force and effect. Transport Charges: An excess transport charge will be made for orders of whole cases or equivalent cases of Wine, Beer & Water etc. if less than the minimum order quantity, according to their postal area. A delivery charge will also be made for food when outside the delivery area of our own van (in and around the M25), and if orders are less than the minimum value. Contact your local representative for details.