Terms and Conditions

SUPPLY AGREEMENT

 

 

1. “We”, “Us” or “Our”  are Wine Safe Limited (trading as WineSafe).  We are a company incorporated in England with registered number 0716560 and our registered office is situated at 14 Kings Road, Clifton, Bristol, BS8 4AB.
2. “You” or “Your” are the client or customer.
3. This agreement sets out the terms and conditions on which We will supply You the Services.  By signing this agreement, You agree to acquire and pay for the Services on the terms set out in this agreement.
4. We have defined certain terms in this agreement and the meanings of those terms are set out in the Schedule.
5. We  shall supply the Services to You using reasonable care and skill.
6. We have the right to revise and amend the terms of this agreement from time to time to reflect changes in market conditions affecting Our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in system capabilities. We shall give You prior notice of any changes to this agreement and You can choose to cancel the Services without penalty before the terms affect the Services.
7. Your Obligations to Us–

 7.1  You shall:

     7.1.1 Provide accurate information to Us relating to wine, receipts, despatches, stockholding, orders, delivery profile and HMRC documentation as may be requested by Us from time to time;

     7.1.2co-operate with the Us in all matters relating to the Services;

     7.1.3 provide Us with such information and materials as We may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects; and

7.2.You warrant that You are over the age of 18.  We reserve the right not to deliver or release alcoholic goods where it is believed that the receiving party is under the age of 18.

7.3.If the performance of any of Our obligations under this agreement are prevented or delayed by any act or omission by You or Your failure to perform any obligation set out in this agreement (“Your Default”), we shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Your Default and You shall reimburse Us on written demand for any costs or losses that We sustain (whether directly or indirectly) as a result of Your default.

8.HMRC Compliance

We and You shall comply with the requirements of HMRC.  All orders processed, whether under bond or duty paid, must conform to all relevant regulations as laid down by HMRC.  We reserve the right to withhold the processing of orders or Instructions if regulations are not complied with. 

9.Charges and Payment

9.1.The Charges for the Services shall be calculated in accordance with the Schedule.

9.2.We shall invoice You monthly in advance of the Services being supplied and the Charges are not refundable or part refundable should wine be removed from storage during that month.

9.3.We may ask you to set up a monthly standing order to discharge the Charges in full and cleared funds to Our bank account monthly in advance of the Services due.  If We ask you to set up such a standing order, We may also require you to make that standing order for a minimum amount specified by Us.  We shall notify You if this is the case.

9.4.Time for payment shall be of the essence of the Agreement.

9.5.All amounts payable by the Customer under the Agreement are exclusive of amounts due in respect of any tax or value added tax chargeable (“VAT”).

9.6.Without limiting any other right or remedy that We might have, if You fail to make any payment due to Us by the due date for payment (“Due Date”), We shall have the right to charge interest on the overdue amount at the rate of four per cent (4%) per annum above the then current base lending rate of Lloyds Bank TSB Plc accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

9.7.You shall pay all amounts due under this agreement in full without any deduction or withholding except as required by law and You shall not be entitled to assert any credit, set-off or counterclaim against Us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting Our other rights or remedies, set off any amount owing to Us by You against any amount payable by Us to You.

10.Customer Instructions

10.1.We will only accept and act upon Instructions once they have been received in writing from the person who We believe is the owner of the wine stored.

10.2.We may rely on the Instruction of any person who is or is reasonably believed by Us to be a person designated or authorised by You to give such Instructions, whether such Instructions are oral or in writing, electronic or otherwise.

10.3.In respect of any Instructions, the following provisions shall apply:

10.3.1.You shall be responsible for the accuracy of all Instructions;

10.3.2.Instructions given to Us shall not take effect unless actually received by Us;

10.3.3.Instructions shall continue in full force and effect until cancelled or superseded;

10.3.4.You are responsible to assess the measure of security applicable to the Instructions and shall take reasonable care to ensure that Instructions are secure;

10.3.5.We may at Our absolute discretion (but shall be under no duty to) refuse to act on any Instruction including, without limitation, where such Instructions are incomplete or ambiguous or not given in the form customarily used by You, or, which are not in writing;

10.3.6.We may at Our absolute discretion and without incurring any liability whatsoever refuse to implement an Instruction for any reason and will attempt but shall not be obliged to notify You of such refusal; and

10.3.7.We shall be under no obligation to cancel or amend any Instructions after receipt should You so request, although We shall use our reasonable endeavours to act on Your Instructions.

11.Receipt of Goods

11.1.We shall only accept wine on Your behalf if accompanied by valid, appropriate documentation as follows:

11.1.1. an invoice to show that all relevant taxes have been paid must accompany duty paid wines; and

11.1.2.any other documentation reasonably required by Us from time to time.

11.2.Unless otherwise instructed, We will not open cases in order to verify the number of bottles and that the description on the bottle labels correspond with the accompanying paperwork.  At Your request and at a further charge per bottle, We will open cases to record and verify that the description on the bottle labels correspond with the accompanying paperwork and verify that the number of bottles correspond with the accompanying paperwork.

11.3.We cannot and do not check the authenticity of bottle labels or liquid in bottles received by Us.

11.4.To the extent that the contents of cases have not been verified by Us, We will not be liable to You or any other party for any losses howsoever caused, if at a future date, it is discovered that the contents of the case are not as described in the delivery documentation or on the outside of the case.

12.Deliveries and Collections

12.1.7 days notice is required for the withdrawal of wine stored on Your behalf.  Any wine that has not been collected within three working days of the agreed collection date will be liable  to be re-booked into the Warehouse  incurring additional administration and storage charges.

12.2.You shall be responsible for all deliveries of wine to the Warehouse and removal of wine from the Warehouse.  Delivery and removal of wines and any transport connected therewith shall be at Your risk and You shall be responsible for its own insurance.

13.Right of Lien

13.1.Sufficient stock must be held by Us at all times to cover all outstanding monies owed to Us.  In the event of failure by You to pay any amount due to Us, We may at any time, without prejudice to any other rights and remedies that We have against You, give notice in writing of Our intention to sell or otherwise dispose of wine stored on your behalf.  The proceeds of the sale or disposal shall be remitted to You after deduction of all expenses (including an administration charge) and all amounts due to Us by You.

13.2.Where We have been unable to contact You and You have not paid Your  invoices for three (3) years, We reserve the right to sell Your entire stock holding of wine (whether We have previously exercised Our right of lien and sold wine held on Your behalf or not).  The proceeds of the sale shall be held for You with no interest accruing for a minimum period of three (3) years from the date of last contact with You, after deduction of all expenses (including an administration charge) and all amounts due to Us by You.

13.3.All monies due to Us must be paid and cleared in full prior to the final release of wine held on your behalf  with sufficient reclaimable value to cover any amounts owed by You and any suspended duty and VAT. 

14.Insurance

14.1.We shall insure wine held by Us on your behalf for “All Risks” of accidental physical loss and or damage, subject to standard policy terms and conditions.  Specifically excluded (amongst other things) from the insurance are loss and damage and or expenses:

14.1.1.caused by depreciation other than as a result of damage forming the subject of a valid claim hereunder;

14.1.2.caused by inherent defect, wear and tear nature of the subject-matter insured, gradual deterioration, atmospheric or climate conditions or the action of light;

14.1.3.which is a consequence of war, invasion, act of foreign enemy, hostilities (whether war has been declared or not) or acts of terrorism;

14.1.4.which is due to confiscation, requisition, detention or destruction by order of any government, public or local authority; or

14.1.5.discrepancies found in unopened cases.

14.2.The “All Risks” insurance cover shall be limited to the replacement or market value of the wine, whichever is the lower.

14.3.The “All Risks” cover is conditional upon You not breaching Our payment terms.  In the event of a breach of Our payment terms, the “All Risks” cover will automatically cease without any notice to You and the wine held on your behalf will be held at Your own risk.

15.Data Protection

We will only use the personal information you provide to Us to provide the Services, or to inform You about similar services which We provide, unless you tell Us that you do not want to receive this information. We may pass Your information on to Davis, Bell and McCraith LLP and Cert Octavian plc for the purposes of supplying the Services, but shall not pass Your data to any other third parties.

16.Confidentiality

All business information disclosed by You or Us to each other is confidential, and shall not be disclosed by either party, other than to employees, agents or sub-contractors of each, who reasonably require to know such information for the performance of their duties.  This clause does not apply to information already in the public domain (other than though a breach of this clause), information which the other party is required to disclose by law, information where the party to whom the information relates expressly approves its disclosure, or information required to be disclosed with any claim or legal proceedings in relation to this agreement.

17.Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

17.1.Nothing in this agreement shall limit or exclude the Our liability fordeath or personal injury, fraud or fraudulent misrepresentation or any other matter for which it would be illegal or unlawful to exclude or attempt to exclude Our liability.

17.2.We shall only accept a claim for actual wine damaged or lost, once shortages have been offset against surplus stock.

17.3.Claims must be submitted within 28 days of notification of such damage or loss.  We reserve the right to reject any claim received after that period.

17.4.In no circumstances will We be liable:

17.4.1.for Your fraudulent activities or the fraudulent activities of Your employees, representatives, agents or persons and or parties passing themselves off as Your employees or representatives, agents; or

17.4.2.in contract or tort (including for negligence and breach of statutory duty) or otherwise for any loss (whether direct or indirect) of profits, goodwill or business opportunity for any indirect, special or consequential loss including loss of profits, savings or revenues (whether or not reasonably foreseeable) and even if We have been informed of the possibility of You incurring the same.

17.5.This clause 17 shall survive termination of the agreement.

18.Termination

18.1.Without limiting its other rights or remedies, each party may terminate this agreement with immediate effect by giving written notice to the other party if:

18.1.1.an order is made or a resolution is passed for the winding-up of the other party or an administrator is appointed by order of the Court or by other means to manage the affairs, business and property of the other party or a receiver and/or manager or administrative receiver is validly appointed in respect of all or any of the other party’s assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the Court to make a winding-up or bankruptcy order or the other party takes or suffers any similar or analogous action (in any jurisdiction) in consequence of debt;

18.1.2.the other party (being an individual) is the subject of a bankruptcy petition or order; or

18.1.3.the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.

18.2.Without limiting its other rights or remedies, We may terminate this agreement with immediate effect by giving written notice to You if You fail to pay any amount due under this agreement on the due date for payment.

18.3.Without limiting its other rights or remedies, each party shall have the right to terminate this agreement by giving the other party thirty (30) days written notice.

18.4.On termination of this agreement for any reason, You shall immediately pay to Us all of Our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, We shall submit an invoice, which shall be payable by You immediately on receipt;

19.Force majeure:

19.1.We shall not be liable to You as a result of any delay or failure to perform Our obligations under this agreement as a result of a Force Majeure Event.

19.2.If the Force Majeure Event prevents Us from providing any of the Services for more than six (6) weeks, We shall, without limiting Our other rights or remedies, have the right to terminate this agreement immediately by giving written notice to You.

20.Assignment and subcontracting:

20.1.We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of Our rights under this agreement and may subcontract or delegate in any manner any or all of Our obligations under this agreement to any third party or agent.

20.2.You shall not, without Our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of Your rights or obligations under this agreement.

21.Notices:

21.1.Any notice or other communication required to be given to a party under or in connection with this agreement shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.

21.2.Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 a.m. on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

21.3.This clause 21.3shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this agreement shall not be validly served if sent by e-mail.

22.Waiver: 

A waiver of any right under this agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

23.Severance:

23.1.If a court or any other competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.

23.2.No partnership: Nothing in this agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

24.Variation:  

Any variation, including the introduction of any additional terms and conditions, to this agreement, shall only be binding when agreed in writing and signed by Us.

25.Governing law and jurisdiction: 

This agreement, 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.

 

 

 

Schedule

Part 1- Charges and Payment

 

Please see our current charges and payment details here

 

Part 2 - Definitions

In this agreement, the following definitions apply:

 

“Business Day”	means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
“Charges”	means the charges payable by the Customer for the supply of the Services in accordance with clause 5and Schedule 2;
“Force Majeure Event”	means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors;
“HMRC”	means Her Majesties Revenue and Customs;
“Instruction”	means any instruction, commitment, notice or request relating to any of the Customer’s stored wine in accordance with the Services;
“Services”	means the provision of wine storage and warehousing for the Customer;
“Warehouse”	means Cert Octavian, Corsham Cellars, Wiltshire.