Terms & Conditions

 

1. INTERPRETATION
The following definitions in this condition apply in these conditions: "Buyer" means the person, firm or company who purchases the Wine from the Company;
"Company" means Lacy Fine Wines Limited (company registered number 07134809) whose registered office is at 1 Park Road, Hampton Wick, Kingston-
Upon Thames, Surrey KT1 4AS; "Contract" means any contract between the Company and the Buyer for the sale and purchase of the Wine, incorporating
these conditions; "Delivery Point" the place where delivery of the Wine is to take place under condition 3; and "Wine" means any wine agreed in the Contract
to be supplied to the Buyer by the Company.

2. APPLICATION OF TERMS

2.1 The Contract shall be on these conditions to the exclusion of all other representations or terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2 Each order or acceptance of a quotation for Wine by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Wine subject to these conditions.

3. DELIVERY

3.1 If the Wine is to be collected by the Buyer then delivery of the Wine shall take place upon collection or if the Company has agreed in writing to deliver the Wine to an address given by the Buyer for such purpose then delivery of the Wine shall take place at such address.

3.2 Where the Wine has not been physically delivered within three months the Company may store the Wine until physical delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage, insurance and administration fees).

3.3 The Buyer should inspect the Wine upon delivery and immediately notify the Company and any carrier of any shortage or damage. If the Buyer does not notify the Company and any carrier of the above within three days of delivery the Company shall have no liability in respect of such shortage or damage.

4. RISK/TITLE

4.1 The Wine is at the risk of the Buyer from the time of delivery and Ownership of the Wine shall not pass to the Buyer until the Company has received in full all sums due to it from the Buyer on any account.

4.2 Until ownership of the Wine has passed to the Buyer, the Buyer shall: (a) hold the Wine on a fiduciary basis as the Company's bailee; (b) store the Wine (at no cost to the Company) separately from all other wines in such a way that they remain readily identifiable as the Company's property; (c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Wine; and (d) maintain the Wine in satisfactory condition.

4.3 The Buyer may resell the Wine before ownership has passed to it if: (a) any sale is effected in the ordinary course of the Buyer's business at full market value; and (b) any such sale is a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.

4.4 The Buyer's right to possession of the Wines shall terminate immediately if: (a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into administration or liquidation (whether
voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or the Buyer fails to observe or perform any of his/its obligations under the Contract.

4.5 The Company shall be entitled to recover payment for the Wine notwithstanding that ownership of any of the Wine has not passed from the Company.

4.6 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Wine is or may be stored.

4.7 Where the Company is unable to determine whether any Wine is the wine in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all wine of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.

4.8 On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this condition 4 shall remain in effect.

5. PRICE

5.1 All wines offered are in pounds sterling and per case or per bottle as indicated provisional and subject to the Company's confirmation upon acceptance of
an order.

5.2 All prices unless otherwise indicated are offered excluding duty, VAT and delivery charges.

6. PAYMENT

6.1 Subject to condition 6.3, payment of the price for the Wine is due in pounds sterling upon issue of an invoice.

6.2 Payment may be made by cheque, bank transfer, debit or credit card (except for Diners Club International or American Express cards). The Company reserves the right to charge a 1% surcharge on all major cards such as Visa and Mastercard and time for payment shall be of the essence.

6.3 No payment shall be deemed to have been received until the Company has received full cleared funds.

6.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

6.5 The Company reserves the right to claim interest on all late payments at the rate of 5% above the base lending rate from time to time of Santander UK plc from the moment payment becomes due until payment is received in full.

6.6 If any payment remains outstanding after four weeks from becoming due or the Buyer has not accepted delivery of any Wine within three months or the Buyer informs the Company prior to that time that they will not make payment or will not take delivery of the Wine then the Company shall be entitled at its option to give the Buyer written notice to the invoice address of its intention to deal with, sell or otherwise dispose of the Wine and ten days thereafter the
Company shall be entitled to do so and upon any such sale of the Wine the Buyer will be entitled to a credit in the amount of the net sale proceeds less 20%, such credit to be limited to the amount of the Buyer's indebtedness to the Company. Any balance after the credit still owing by the Buyer to the Company shall remain payable by the Buyer to the Company and shall continue to carry interest.

7. LIMITATION OF LIABILITY

7.1 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

7.2 Subject to condition 7.1: (a) the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and (b) the Company shall not be liable to the Buyer for any consequential losses whatsoever (howsoever caused) which arise out of or in connection with the Contract.

7.3 Without prejudice to the generality of the foregoing the Company shall not be liable for the state and condition of the Wine and the Company does not give any warranty as to the wine corresponding with the qualities which might be expected from the Wine, however, the Company, in its sole discretion, may agree to replace the remainder of any case sold and paid for in full that is not of the quality a reasonable consumer would expect.

8. ASSIGNMENT

8.1 The Company may assign the Contract or any part of it to any person, firm or company but the Buyer shall not be entitled to assign the Contract.

9. FORCE MAJEURE

The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Wine ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company.

10. GENERAL

10.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

10.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

10.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract and any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

10.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

10.6 The Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

11. NOTICES

11.1 All notices given under this Contract shall be in writing and delivered by hand or sent by pre-paid first class post to the respective party's usual business address or, if the same is not known, to the parties registered office address or such other address as has been communicated to the other party as being an address for service of notices.

12. DATA PROTECTION

The Buyer acknowledges and agrees that the Buyer's personal data and payment record will be processed by and on behalf of the Company and may be used to send the Buyer information that the Company feels may be of interest to the Buyer.