These terms and conditions supersede any agreed or implied terms whether actual or inferred, written or verbal by ourselves or any of our representatives at any time.

DEFINITIONS

buyer, client, you: Shall mean the individual or company with whom a contract of sale is entered into.

conditions: Shall mean the seller’s general terms and conditions of offer and sale set out below, which will upon acceptance of any order from the seller prevail.

contract: Shall mean the agreement between the buyer and the seller for the purchase of the materials, including therein the conditions and all other documents to which reference may properly be made in order to ascertain the rights and obligations of the parties under the said agreement.

contract price: Shall mean the sum in the seller’s quotation increased or reduced by such sums (if any) as under the conditions are to be taken into account in ascertaining the contract price and are subject to alteration without notice.

material, materials: Shall mean the goods to be supplied under the contract.

minimum order: Shall mean one bottle of wine, beer or spirits.

seller, seller’s: Shall mean cambridge wine merchants limited, any holding company, subsidiary or associated company in accordance with law.

OFFER AND ACCEPTANCE

1.1  The seller’s quotation shall constitute an offer to supply to the buyer materials subject to the conditions of the sale.

1.2  An order placed by the buyer in response to a quotation shall only be binding on the seller if it is accepted by the seller in writing. Notwithstanding that the order form or other document whereby the buyer places his order with seller may contain or refer to printed terms and conditions inconsistent with or differing from these conditions, such order form or other document shall, unless the same be accompanied by a separate letter expressly requesting that the conditions be varied or supplemented in such specific respect or respects as may be particularised in such letter, be deemed to constitute an unqualified acceptance of the conditions, which shall apply to the exclusion of any other such printed terms or conditions as aforesaid.

1.3  No variation, waiver or supplement to the conditions shall be binding on the seller unless expressly accepted by the seller in writing.

1.4  No agent or representative of the seller has the power to accept any variation, waiver or supplement to these conditions.

1.5  An order must meet the minimum order quantity as specified above, alternatively the order may be accepted by the seller but with a minimum order surcharge at discretion of the seller.

DELIVERY

2.1  Delivery shall mean delivery of materials to the buyer from the seller’s works or delivery of materials to a carrier nominated by the buyer, in the absence of specific instructions from the buyer the seller may nominate a carrier. The buyer shall at the discretion of the seller bear all transport, storage, insurance and forwarding costs should the goods destination be varied from the buyer’s trading address.

2.2  The buyer is required to acknowledge receipt of all materials by signing the appropriate delivery note. The delivery note, duly signed should then be forwarded to the seller (as indicated on the invoice) at the risk of the buyer. If deliveries or shipments are delayed upon the buyer’s request or as a result of delayed payment by the buyer, or delayed shipping instructions, then the buyer shall be charged storage costs for every month, or part thereof, after notice that the materials are ready for delivery or shipment. The seller, after expiration of a reasonable time limit (which shall be set by the seller) may (without prejudice to any other rights of the seller)

(a)  Deliver the materials to the buyer in accordance with clause 2.1 above or

(b)  Dispose of the materials ordered either, if the goods are easily resalable at the best price obtainable or if the materials are not easily resalable in any way so desired by the seller.

2.3  The delivery date stated in the contract is given as accurately as can be predicted, but it is deemed not to be of the essence of the contract and the buyer shall not be entitled to refuse delivery on account of delay, howsoever caused.

2.4  The buyer agrees to accept partial delivery. Any materials delivered in part shall be paid for in accordance with the provisions of conditions five (5) and seven (7) and be treated as a Separate contract between the seller & buyer thus divisible in rights and obligations.

2.5 The seller agrees to transport the goods to the designated location within a thirty (30) mile location of the sellers trading address, but reserves the rights to charge a surcharge for any Deliveries requested to alternative or addresses not within this specified area.

PRICE VARIATIONS

3.1  Unless otherwise stated in the quotation, the contract price is deemed to exclude value added tax. To the extent that the tax is properly chargeable on the supply to the buyer of any materials or services provided by the seller under the contract, the buyer shall pay such taxes as an addition to payments otherwise due to the seller under the contract.

3.2  The contract price is based on the cost of materials, transport, other rates and prices ruling at the date of the seller’s quotation. If by reason of any risks or fall in the rates of transport or other operating costs (including allowances payable in the cost of materials or transport or of conforming to such laws, orders, regulations and bye-laws (including the imposition of any new such matter) increase the cost to the seller of performing its obligations under the contract, the amount of such increase (including such proportionate additional profit as the profit assigned to the goods or services in question in the original contract price) shall be added to or deducted from the contract price as the case may be.

3.3 For the purposes of contact of sale the cost of materials shall be construed as including any duty or tax by whomsoever payable which is payable under or by virtue of any act of parliament on the import, purchase, sale appropriation, processing or use of such material.

LIMITATION OF LIABILITY OF THE SELLER

4.1  The seller will endeavour to ensure that the materials are free from defect but:

(a)  The seller shall not be liable for any expenditure, damages, loss (including consequential loss) or injury either actual or inferred arising from the materials delivered pursuant to any contract, howsoever such expenditure, damages, loss or injury shall arise and whether from any defect in the materials or otherwise.

(b)  The buyer shall assume sole responsibility for the fitness and performance of the materials being sufficient and suitable for the purposes for which he requires the materials.

(c)  Any implied condition or warranty as to description, quality and/or suitability of the materials, whether statutory or otherwise is excluded.

4.2  The seller’s liability shall be strictly limited to replacement of incorrect materials, notice of which must be received by the seller within fourteen days of receipt of the goods by the buyer. If such notice is not received within the stated time limit the materials shall be deemed to be free from any defect. The seller may at its option refund the contract price at its discretion.

4.4 if the seller is held to be legally liable for any breach of this contract or shall become legally liable to the buyer in any way howsoever the liability of the seller in respect of any or all as uses of action shall in no circumstances exceed 100% of the contract price.

BUYERS DEFAULT

5.1  If under the contract deliveries are made over an extended period at the seller’s discretion, each consignment shall be invoiced separately and payable in accordance with conditions seven (7).

5.2  If the buyer fails to make a payment of a sum when the same becomes due whether under the contract or any other contract which the seller may have with the buyer, the seller shall be entitled to charge the buyer interest on the sum due under the contract and unpaid calculated at a rate of four per cent per annum over the barclays bank base rate (minimum 5 per cent) from time to time ruling. If such payment, or any part thereof, shall remain in arrears for seven (7) days after written demand shall have been made therefore, the seller shall have the further right to cancel the contract and/or any such other contract and, in either case, without prejudice to any other right or remedy which the seller may have.

5.3  If the buyer makes any composition or arrangement with or assignment for the benefit of his creditors or has any process of execution levied upon his goods or being a corporation goes into liquidation or has a receiver appointed or being a person becomes bankrupt or commits any act of bankruptcy the seller may without prejudice to any other remedy determine the contract and resell the materials and any loss on such resale shall be paid by the buyer.

5.4  Where the seller tenders the materials but delivery is not accepted the seller may store the materials in its own or any other warehouse for the account of the buyer and the buyer shall be liable for the cost of storage, additional handling, transport and any associated costs.

5.5  Any concession, latitude or waiver the seller may allow or has allowed the buyer at any time shall not prevent the seller subsequently exercising its full rights under the contract.

RISK

6. Risk passes to the buyer on delivery of the materials to him or his authorised forwarding agent in accordance with condition 2. This shall also apply if partial shipments are made or if the seller has agreed to assume installation or transportation costs.

CREDIT TERM PAYMENT BY U.K. BUYERS

7.1 If no other terms of payment have been agreed upon in writing, payment has to be effected on the last day of the following month after despatch. If any payment becomes overdue, the seller

Will without further request for payment charge default interest as defined in condition five (5).

7.2 The seller shall be entitled to offset payments on older debts of buyer, despite deviating instructions from buyer, and shall inform buyer of the nature of the offsetting done. If costs and

Interest have been incurred the seller retain the rights to offset the payment against the cost to start with, then against the interest and finally against the main claim.

7.3 If the seller obtains knowledge of circumstances which question the creditworthiness of the buyer, in particular but not limited to if a bank fails to honour a cheque or a customer stops its payments, we shall be entitled to make the entire residual debt due for payment immediately, even if it has accepted cheques in such a case, the seller shall also be entitled to demand advance payments or provision of collateral.

RIGHT OF SET OFF

8. No right of set off, whether implied or documented shall exist in respect of any claims by the buyer to the seller unless and until such time as such claims are accepted by the seller in writing and the buyer shall not withhold all or any part of the sum which has become due for payment under the contract.

SUSPENSION AND CANCELLATION

9.1 In the event of suspension or cancellation of the contract by the buyer for any reason whatsoever (otherwise than in consequence of some default on the part of the seller) the seller reserves the right to make a charge for losses incurred either directly, indirectly or otherwise as a result of such suspension or cancellation, which shall be paid within thirty days of the notification of the charge by the seller to the buyer.

9.2 In the event of suspension or cancellation of the contract by the buyer for any reason the seller reserves the rights to dispose of the materials in accordance with condition two (2) with any loss on the point of sale to be paid by the buyer within thirty (30) days.

TITLE

10.1 The property in the materials shall remain with the seller until it has received in cash the whole of the contract price or any claim of the seller.

10.2 As long as the property remains with the seller in any equitable or legal title, the buyer may not sell the materials other than in the ordinary course of business. If the buyer should resell the materials to a third party, or if he joins such materials to other goods in such a way that both form integral parts of a new unit, the buyer hereby assigns to the seller, until complete settlement of all the seller’s claims, all receivables resulting from the sale of the materials or from the connection of the materials with other goods.

10.3 As long as the property shall remain with the seller, the buyer may not encumber the materials delivered or transfer title to the materials for security purposes. The buyer shall immediately notify the seller by registered letter if a third party seizes the materials sold. The buyer shall bear the costs of any action resulting from such seizure.

10.4 As long as the property remains with the seller, the buyer agrees:

(a)  To insure the delivered materials against the risks of fire, damage, theft and water.

(b)  To submit the policy to the seller, and

(c)  The rights on the insurance shall accrue to the seller for the aforementioned period. Should the buyer fail to submit evidence of existing insurance coverage while the property remains with the seller in accordance with condition 10, the seller may take out such insurance at the buyer’s expense.

SUBSTITUTION OF MATERIALS

11. The seller reserves the right to offer to substitute without prior notice or consultation other materials for those which may be specified in the contract provided that the quality of the materials

Exceed the required standard order by the buyer. Should this not be acceptable to the buyer, the seller reserves the rights to cancel the contract in full.

FORCE-MAJEURE

12.  Whilst the seller undertakes to make every endeavour to execute orders as near to the date specified for delivery as possible all orders are accepted subject to delays caused by transportation, weather, industrial disputes, acts of parliament or through any other cause whatsoever beyond the control of the seller and the seller shall not incur any liability or be responsible for any inconvenience, costs, losses or damages suffered by the buyer arising from such delays (unless otherwise specifically agreed by the seller in writing no penalty shall apply).

MATERIALS LOST OR DAMAGED IN TRANSIT

13.1 If goods have not been received within fourteen (14) days of despatch the buyer shall advise the seller in writing immediately.

13.2 Upon the receipt of such notice within the period specified, the seller will use reasonable endeavours to assist the buyer obtain proof of delivery or admission of damage or short delivery From the carrier.

THIRD PARTY CONTRACTS

14. The buyer shall in no way pledge the credit of the seller, nor make any representation, nor give any warranty with regard to the seller’s products, other than that contained in these terms and conditions, nor shall the buyer sell the seller’s goods in the name of the seller, nor describe nor infer that the buyer is the agent of the seller. The seller will be held not liable in any way whatsoever for any loss incurred by the buyer under any contract between the buyer and any third party due to any default or breach whatsoever.

AGE VERIFICATION POLICY

15. When our drivers deliver any age-restricted products to the delivery address they may ask for proof of age. As a licence holder we have responsibility for the sale and supply of alcohol. One of our responsibilities is to ensure we do not sell age-restricted products online to people who are under the minimum legal age. On our website you will notice that many products carry a notice that they are only for sale to people of legal age. During the check out process you will be asked to confirm that you are of legal age to purchase any age-restricted products.

You will not be able to check out without providing that confirmation.