All goods sold by Swinkels Fine Wine Ltd (“the Company”) are subject to the following terms and conditions (“the Terms”):
1. Basis of Sale & Returns
1.1 These Terms set out the whole agreement for the sale of goods and are the terms of our contract with you. Special conditions on customers’ order forms will be understood to be binding only when they are not at variance with these Terms. The Company will only accept responsibility for statements and representations made in writing by our authorised employees and agents. Customers will be bound by these Terms once a contract comes into existence and any terms proposed by you are expressly excluded.
1.2 Any samples or advertising the Company issues, and any illustrations contained in the Company’s catalogues or brochures or online, are issued in good faith but are solely to provide customers with an approximate idea of the goods they describe and should not be treated as an exact description of the goods.
1.3 An order is an offer by customers to enter into a binding contract, which the Company is free to accept or decline at its absolute discretion. No order shall be binding on us, until it is accepted over the telephone or by electronic communication by one of our authorised representatives, or confirmed in writing by us.
1.4 The Company has the right to revise and amend these Terms from time to time. Customers will be subject to the policies and terms in force at the time that they order goods from the Company, unless any change to those policies or these Terms is required by law or government or regulatory authority.These are the terms of our contract with you.
1.5 We do not sell goods on a sale or return basis unless by prior arrangement.
2. Quality and Purpose
2.1 All goods are believed by the Company to be of a satisfactory quality suitable for the purpose and specification for which they are intended and to be in accordance with their description. Customers should note that goods are subject to manufacturers standard industry accepted variations in product specification. A defect must be reported to the Company immediately it is discovered.
2.2 Technical information in response to enquiry is given by the Company in good faith. It will be for the customer to satisfy himself as to suitability for his own particular purpose which may depend upon site conditions that are unknown to the Company.
2.3 This warranty is in addition to customers’ legal rights. Advice about consumer legal rights is available from their local Citizens’ Advice Bureau.
2.4 This warranty does not apply to any defect in goods arising from fair wear and tear, wilful damage, accident, negligence by customers or any third party, if customers use goods in a way that the Company does not recommend, customers’ failure to follow the Company’s instructions, or any alteration or repair customers carry out without the Company’s prior written approval.
2.5 These Terms apply to any repaired or replacement goods the Company supplies to customers in the unlikely event that the original goods are defective or do not otherwise conform to these Terms.
2.6 Our Quality policy (issued from time to time) applies to any valid claims relating to the quality of the goods supplied and we may, at our own discretion give credit for goods only if they are returned to us prior to the Best Before Date!
4 Storage, Handling and Resale of Goods
4.1 You shall take all reasonable steps and shall use all of your reasonable endeavors to procure that your own customers take reasonable steps to preserve the quality of the
goods and any kegs, casks or other returnable containers (Containers) from the time of delivery until dispensed to the ultimate consumer.
4.2 You shall allow us reasonable access to your premises and facilities where the goods or containers are stored and handled (and shall upon reasonable request provide us
with reasonable details of your own customers and ensure they allow us reasonable access to their premises and facilities) so we can check compliance with these terms.
4.3You shall co-operate fully with us in the event of a recall of the goods or containers and you shall provide such co-operation and assistance as we may reasonably
request in order to comply with applicable legal requirements relating to the goods or Containers or any part of them.
4.4You shall ensure and shall use reasonable endeavors to procure that your customers ensure that the goods remain in the original containers in which they are supplied,
until sold or dispensed to the ultimate consumer (this does not apply to tank beers) and that any markings (including any trade marks) numbers or references indicated on
the Containers are not covered, defaced, altered or erased.
4.5You shall not and shall procure that your customers shall not without our prior written consent.
a use any of the names devices or logos applied by us to any of the goods except for the purpose of identifying and promoting the goods in a manner which is acceptable to
us: or Sell, dispose of or describe the goods under or by reference to any name or description other than the name or description applied by us.
4.1 All goods are delivered free within the area served by the Company.
4.2 The Company will not be liable for:
(a) any delay in the delivery of goods caused by factors beyond the Company’s control;
(b) for short delivery of goods, whether delivered on the Company’s own transport or otherwise, unless customers notify the Company of the full particulars in writing within 3 days.
4.3 The Company will take reasonable steps to meet the delivery date set out on customers’ order forms or as otherwise agreed. Where delivery has been affected by factors beyond the Company’s control, and so cannot be guaranteed, the Company will inform customers of such an unexpected delay and will arrange a new delivery date.
4.4 Should customers fail to take delivery of goods, then, except where this failure is caused by an event beyond the Company’s control, the Company:
(a) will store the goods until delivery takes place and may charge customers a reasonable sum to cover expenses;
(b) shall have no liability to customers for late delivery.
4.5 In the event that the Company is not able to deliver the whole of the goods at one time due to operational reasons or shortage of stock, the Company will deliver the goods in instalments. Each instalment shall constitute a separate contract. If the Company is late delivering an instalment or one instalment is defective, customers will not be entitled to cancel any other instalment.
5. Property and Risk
5.1 The risk in goods supplied by the Company shall pass to customers at the point of collection or delivery and, notwithstanding Condition 5.2, the Company shall have no responsibility in respect of the safety of such goods thereafter.
5.2 The ownership of goods supplied by the Company will only be transferred to customers once all sums due to the Company have been paid in full and, until paid, the Company may repossess the goods and may do so, subject to the granting of a valid Court Order, by entering premises.
5.3 The Company may disclaim its right of ownership of goods supplied by notification and if goods have not been repossessed within 6 months, ownership in those goods shall pass to customers.
5.4 Until such time as ownership of goods supplied passes, customers are entitled to resell or use such goods in the ordinary course of their business but shall hold those goods or sums received in respect of those goods as the Company’s fiduciary agent and bailee and shall properly store, protect and insure those goods, shall keep them separate from all other goods and shall identify them as the Company’s property. In addition, customers shall not be entitled to pledge, or in anyway charge by way of security for any indebtedness, any goods which remain the property of the Company.
6.1 Orders are accepted on the condition that goods will be supplied at the Company’s prices ruling at the date of despatch inclusive of VAT. Prices are liable to change at any time, but price changes will not affect an order that the Company has confirmed in writing.
6.2 All goods sold by us have been released from bond and all customs and excise duties have been duly paid.
6.3 Any increases in rates of duty or other taxes or increases in price which are out of our control will be passed on immediately in full.
6.4 All prices quoted are exclusive of Value Added Tax unless otherwise stated.
6.5 The prices quoted for goods are not inclusive of carriage (unless expressly agreed to and stated as otherwise) to UK mainland premises.
7. Credit Accounts
At the discretion of the company and subject to acceptable credit references a Credit account may be opened at any branch for use at all the company’s trading outlets. All notifications of changes whether as to name, address, use or details of employees authorized, to use the account must be made in writing. Such changes will not be accepted until acknowledged in writing by the Company.
8. Credit Reference
8.1 The Company may undertake enquiries of credit reference agencies and other organisations, who may also keep a record of that enquiry. The enquiries may concern individuals, partners and the directors and principals of a limited company.
8.2 The Company may record information relating to the trade sales to customers and such information may be shared with other organisations such as collection agents and lawyers to enable recovery of sums due. Others may also use such information when assessing further credit applications.
9.1 Credit Accounts are maintained on the condition that payment is received by the end of the month following the month in which goods are delivered. All payments shall be made free and clear without any deduction for, or account of, any set-off or counterclaim.
9.2 If customers fail to make any payment by the due date then, in addition to the Company’s other rights or remedies, payment of the full balance of an account where any part remains unpaid shall immediately become due and payable and the Company shall be entitled to charge interest on such sum overdue at the rate of 4% per annum above the base lending rate for the time being of Barclays Bank plc. This interest shall accrue on a daily basis from the due date until the date of actual payment of the sum overdue, whether before or after judgment. Customers must pay interest together with the sum overdue. The Company shall also be entitled to cancel or suspend any contract for which sums are overdue and/or any other outstanding orders until such
time as customers have made payment for the sums overdue.
9.3 Condition 9.2 shall not apply for the period of dispute if customers dispute the payment due in good faith and inform the Company promptly after receipt of the invoice that they dispute such payment.
10.1 The Company reserves the right to refuse to accept the return of any goods correctly supplied to order, save for where such goods do not conform to these Terms and have been checked by the Company to be so defective.
10.2 Paints produced by colour tinting machines and special orders (as defined in Clause 11) correctly supplied to order are not returnable, save for where such goods do not conform to these Terms and have been checked by the Company to be so defective.
10.3 Due to problems arising from design currency and manufacturing batches, wallcoverings and fabrics correctly supplied to order are not normally returnable.
10.4 Goods supplied in accordance with these Terms which are accepted for return must be supported by the invoice or delivery note number and, if authorised for credit, may be subject to a minimum re-stocking charge of 10% of their stock value.
10.5 The legal rights of consumers are unaffected by this Clause 10.
Our Quality Policy issued by us from time to time) applies to any valid claims relating to the quality of the goods supplied.
We may (at our own discretion) give credit for goods only if they are retuned to us prior to the Best Before Date! Any credit given may differ from the quantity shown
on the customers copy of the delivery note or invoice.
11. Special Orders
Orders for goods not stocked and specially obtained may be subject to additional charges to cover the extra costs incurred, for example supplier’s delivery costs. Special orders cannot be cancelled once the order has been accepted by the Company.
12. Limitation of Liability
12.1 Customers acknowledge that they have not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the contract.
12.2 The liability of the Company shall not exceed the value of the goods supplied.
12.3 The Company shall not be responsible for any failure to comply with these Terms resulting in losses that are categorised as follows:
(a) loss of income or revenue;
(b) loss of business;
(c) loss of anticipated savings;
(d) any waste of time.
However, this Condition 12.3 shall not prevent claims for foreseeable loss of, or damage to, customers’ physical property resulting from the Company’s breach of these Terms.
12.4 This Condition does not include or limit in any way the Company’s liability for:
(a) death or personal injury caused by the Company’s negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or
(e) any other matter for which it would be illegal or unlawful for the Company to exclude or attempt to exclude the Company’s liability.
13. Force Majeure
13.1 The Company will not be liable or responsible for any failure to perform, or delay in performance of, any of the Company’s obligations under these Terms that is caused by events outside the Company’s reasonable control (“Force Majeure Event”).
13.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond the Company’s reasonable control and includes, in particular (without limitation), the following:
(a) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or
(b) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or
(c) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or
(d) impossibility of the use of public or private telecommunications networks.
13.3 The Company’s obligations under these Terms are suspended for the period that the Force Majeure Event continues. The Company will take reasonable steps to find a solution by which the Company’s obligations under these Terms are able to be performed despite the Force Majeure Event.
Customers may not transfer any of their rights or obligations under these Terms to another person(s) without the Company’s prior written consent, which the Company will not withhold unreasonably. The Company may transfer all or any of its rights and obligations under these Terms to another organisation, but which will not affect customers’ rights under these Terms.
15.1 If any court or competent authority should decide that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid.
15.2 The failure or delay by either party to exercise a right or remedy provided by the contract or by law does not constitute a waiver of that right or remedy or of any other rights and remedies. No waiver by the Company of any of these Terms shall be effective unless the Company expressly says that it is a waiver and the Company informs you so in writing.
15.3 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
15.4 These Terms shall be governed by English law and the Company and its customers both agree to submit to the exclusive jurisdiction of the English courts.
15.5 The Company is required by law (The Single Use Carrier Bags Charges (England) Order 2015) and does charge for supply of single use plastic carrier bags in its stores. Details of how The Company applies the proceeds are available on written request.
In consideration of excise duty and value added tax liabilities that may arise after the sale of goods to our client then we agree to fully indemnify our clients from any investigation and all relevant costs, penalties and legal charges.
Risk and Retention of Title
Risk of damage to or loss of the goods and Containers shall pass to you at the time of delivery or if you wrongfully fail to take delivery of the goods at the time when we
tendered delivery of the goods.
The property in the goods (but not in any containers) shall pass to you only when we have received from you payment of:
All amounts owing in respect of these goods and
All other amounts then due and owing from you to us whether or not under this contract.
Until the property in these goods passes to you, you shall hold the goods as our fiduciary agent and bailee, you shall keep the goods separate from your own goods and
third party goods and the goods shall be properly stored, protected and insured (in an amount which is not less than the price payable to us) and identified as our property.
Until the property in the goods passes to you, you shall be entitled to resell or use the goods in the ordinary course of your
business but shall account to us for the proceeds. You shall to the fullest practicable extent keep all such proceeds separate from any of your or third party monies or
property and in the case of tangible proceeds properly stored, protected and insured. Your power of sale referred to in this clause shall automatically cease upon the
occurrence of any event occurring as referred to in condition 11.
Until the property in the goods passes to you (and provided the goods are still in existence and have not been resold) we may require you to deliver the goods to us. If
you fail to do so we(or our representatives)may enter(forcibly if necessary and with or without vehicles) your premises or any third party premises where the good are
stored and repossess the goods and we (or our subcontractors) may do this at any time in order to repossess our Containers.
You shall not be entitled to pledge or charge by way of security any of the goods which remain our property, but if you do so or purport to do so all money owing by you
to us shall become immediately due and payable.
The rights and remedies conferred to us by this clause are in addition to and shall not in any way limit our other rights and in particular (but without limitation) our right
to sue for the price of the goods (even if the property in the goods has not passed) and to recover our Containers.
Upon delivery, all goods should be examined and signed for with a clear signature and any loss or damages entered upon the delivery note and the carriers notified in
writing on the same day. We shall be entitled to treat any signature obtained in good faith as binding you. Claims cannot be entertained once goods have been signed for
(unless the defect was not apparent until sampling). In respect of the non-delivery of goods for which an invoice has been raised, any claim must be made in writing to
us within five days of the date of the invoice. Any claim in respect of incorrect pricing must be made in writing within fourteen days of the date of the invoice.
Our liability in the event of a valid claim relating to the goods or Containers or our breach of this contract or our negligence or our breach of any duty will be limited to
(a) the replacement of the goods or a refund of the price of the relevant goods plus (b) if physical damage to your property has been caused by us supplying defective
goods or Containers (Property Damaging Goods) we will pay you such compensation as we may reasonably consider appropriate up to a maximum of £100 for each
order fulfilled by us which contained Property Damaging Goods. We shall have no further or other liability to you.
We shall not be liable to you or be deemed to be in breach of this contract by reason of any delay in performing or any failure to perform any of our obligations, if the
delay or failure was due to any cause beyond our reasonable control or due to your fault. This includes but is not limited to strikes, lock-outs or other industrial actions
or trade disputes (whether involving our employees or those of a third party).
We do not exclude any liability to you in respect of death or personal injury caused by our negligence or fraud.
We may terminate this contract or suspend further deliveries under this contract (without any liability to you) if
you become unable to pay your debts as they fall due or you commence negotiations with your creditors with a view to rescheduling any of your debts or you cease
trading or announce your decision to do so: or the value of your assets is less than your liabilities: or
any steps are taken with a view to:
appointing an administrator, receiver, administrative receiver, liquidator, trustee or other similar officer in respect of you or your assets:
enforcing payment of any of your debts or of any security you have granted: or
obtaining a moratorium in respect of your debts.
If we terminate this contract in accordance with this condition 11 the price payable for any goods that have been delivered but not paid for shall become immediately due
and payable regardless of any previous agreement or arrangement to the contrary. Any exercise by us of our rights under this condition 11 will not affect any of our
other rights or remedies under this contract.
This term only applies if you are not a business but are a consumer within the meaning of The Consumer Protection (Distance Selling) Regulations Act 2000.If, after
we have accepted an order from you and you wish to withdraw from this contract then you may do so by informing us no later than 7 working days after the date of
delivery of the goods. If you notify us that you wish to cancel the order and we have already delivered the goods to you, then you must return the goods to us at your
own cost and risk. Provided the goods are returned in the same condition as when we supplied them to you, we shall reimburse all sums paid by you for those goods less
any reasonable costs of delivery.
Disclosure of Information and Data Protection
We may give information and/or an opinion relating to you or your business or the status of any account (Information) held with us to any credit reference agency,
bank, supplier or sub-contractor as we reasonably consider appropriate. You authorise us to disclose information to such persons and you acknowledge that such
information may be used by other customers of such persons for purposes including, but not limited to assessing applications for credit by you and members of your
household (if Applicable) and for occasional debt tracing and fraud prevention purposes.
Additionally, we may, subject to the provision of the Consumer Credit Act 1974 seek information from any credit reference agency, bank or other person. You authorise
us to obtain such information.
We comply with the Data Protection Act 1998. Any information you provide to us represents your express consent to disclose your information.
We may use the information to send you our promotional material. Please advise us if you wish to stop receiving promotional material from us.
By entering into this contract you agree and consent to the use of the information as set out above and for the purpose of our fulfilling our obligations to you under this
You may access the information by writing to our Data Protection Administrator at our Registered Office Address. To protect your privacy and security we may take
reasonable steps to verify your identity before granting access to information or making any requested alterations.
We are required to comply with money laundering legislation and regulations designed to combat the laundering of the proceeds of crime. Deliveries will not be made
unless we have been provided with satisfactory evidence of your identity and in certain circumstances we may be required to notify the appropriate authorities of issues
relating to your affairs. We accept no liability to you for any losses you incur as a result of any actions we require to take as a result of such legislation and regulations.
No delay by either of us in exercising our rights or remedies under this contract shall prevent or restrict the exercise of such rights or remedies at any time. No waiver
(whether express or implied) by either of us of any breach of any of the terms of this contract by the other shall be construed as a waiver of any subsequent breach of
the same or any other provision.
Proper Law & Jurisdiction
Where the place of delivery of all the goods remains in England then English law shall apply and the English Courts shall have exclusive jurisdiction.
We reserve the right to transfer to any person the right to receive payment of any money payable to us, and/or any of our other rights.
All copyright, patent, trademark, trade secret and other proprietary and intellectual property rights in the goods and containers and information which we may provide in
relation to the goods and Containers shall (as between you and us) remain vested in us(or the manufacturer of the goods, if applicable). You shall not acquire any
intellectual property rights or license relating to the goods or Containers. You may not copy or imitate the goods or Containers or do or omit to do, or permit any third
party to do or omit to do anything which may damage such intellectual property rights. You undertake not to take any action which might invalidate our title to any such
intellectual property. Any goodwill arising from the use of such intellectual property shall accrue to us.
If we agree to supply you with goods upon which excise duty (or other duties or taxes) has not been paid, it will be on the strict condition that you comply with all
legislation and procedures (whether legally binding or not) relating to excise duty suspension or such other regime as may be applicable. You will keep us fully
indemnified at all times on demand against any assessments, claims, demands, losses, liabilities or expenses which we incur as a result of any failure by you to fulfil
your obligations under such legislation or procedures.
Please note that goods such as merchandising, point of sale items may be supplied by us for use in your business. If you dispose of goods which form part of the assets
of your business (e.g. you sell them, give them away or take them into private use) this is normally a supply for VAT purposes and where it is a taxable supply you will
have to account for VAT on the disposal.
We reserve the right to alter these terms of sale generally or for any particular class of goods or customer. We shall use our reasonable endeavors to give at least one
weeks notice of alteration.
If any provision of these terms is held by any competent authority to be unenforceable (in whole or in part) it shall be deemed severable and the remaining provisions of
these terms (and/or the remainder of such provision) shall continue in full force and effect.