Standard Terms and Conditions

STANDARD TERMS AND CONDITIONS OF SALE

1. These terms and conditions (“Terms and Conditions”) apply to and form part of every contract between the Company Group trading as the Jeroboams Group, comprising of the following companies;

1.1 Jeroboams Shops Limited a Company registered in England and Wales Registered No 02923018 and whose Registered Office is 43 Portland Road, London, W11 4LJ. (“Company”)

1.2 Laytons Wine Merchants Limited also known and trading as “Jeroboams Trade” a Company registered in England and Wales Registered No 03315645 and whose Registered Office is 43 Portland Road, London, W11 4LJ. (“Company”)

1.5 And its Customers (“Customer”). No Terms and Conditions which the Customer may seek to impose and/or variations of these conditions shall have any effect to this contract, subject to section 2 below. A Customer’s acceptance document, purchase orders or other documentation, received by The Company before or after notification of these Conditions, containing terms at variance with these Conditions, then every such term shall be of no effect, unless agreed by The Company.

2. In these conditions of sale and definitions:

2.1 In these Terms and Conditions: the following words have the following meaning, except where the context requires otherwise.

2.2 “The Company” means any of the business as set out in section 1 above.

2. 3 “Customer” means the person who buys or agrees to buy the goods from The Company.

2.4.1 “The Goods” means the goods, products, wines, articles and/or Services supplied by The Company. Any reference to “the Goods” may, where appropriate, include a reference to part of them and/or any part thereof.

2.4.2 “The Reserves” means the reserves, goods, products, wines, stored by The Company. Any reference to “the Reserves” may, where appropriate, include a reference to part of them and/or any part thereof.

2.5 “Delivery Address” means the address which the Customer specifies in the order, in particular the post code for the said address, as the place where The Company should deliver the Goods supplied in accordance with these Terms and Conditions of Sale.

2.6 “Fine Wine” The Company has a strict condition code regarding all wines, and comply with the industry standards such as Broadbent’s ullage guide. For full details see Appendix Two, Broadbent’s ullage guide. In the event that wines are out of condition for consumption. It will be at the discretion of The Company if any replacements be made available, without prejudice and/or omission of fault and/or obligation and subject to section 8 of these terms.

2. 7 The provisions of these Terms and Conditions of Sale shall unless the context otherwise requires be construed as follows:

2.7.1 Obligations and liabilities of the Customer comprising more than one person are obligations and liabilities of such persons jointly and severally.

2.7.2 Words implying one gender include all other genders.

2.7.3 The singular includes the plural and vice versa.

2. 8 Headings to clauses of these Terms and Conditions of Sale do not affect the interpretation or construction of these Terms and Conditions of Sale.

2.9 “Unit” The Company defines a unit as a case of wine, whatever the quantity of bottles it holds.

3. Terms of Sale

3.1 Unless otherwise stated herein these Terms and Conditions of Sale form the whole contract between The Company and the Customer and shall not be removed or varied in any way. No other express terms, written or oral, shall be incorporated into the contract.

3.2 These Terms and Conditions of Sale override any other terms which the Customer may subsequently seek to impose.

3.3 Only the Group Chief Executive Officer (CEO) and/or the Group Financial Director (FD) are authorised to remove or vary any of these terms or introduce any other terms, written, oral and /or by Email, into the contract, to agree any conditions precedent or enter into any collateral contract, or to accept any offer or counter-offer made by the Customer. No employee or agent is authorised to conclude any binding agreement on behalf of The Company with another party written, oral and /or by Email without express written confirmation by a Director of The Company.

3.4 Special conditions of sale also apply as follows and attached and set out in Appendix One attached and must be read in conjunction with these terms and conditions:

4. Price

4.1 The Price of the Goods shall be that stated in the latest The Company price list current at the date of order unless otherwise agreed in writing with The Company’ subject to the clauses set out below:

4.1.1 The price list that may from time to time be displayed on The Company’s websites and /or its promotional material and only valid for the dates displayed.

4.1.2 The price of the Goods shall be the price stated in The Company’s quotation or such other price as expressly agreed by The Company and the Customer.

4.1.3 In the event of the price not being fixed by clause 4.1 the price shall be the price listed in The Company’s published list current at the date of order or the date that the contract is made whichever the earlier unless the price for the Goods have subsequently been revised from that list and/or website.

4.4 Where at any time before delivery of the Goods there is an alteration and /or an increase in the cost to The Company of the Goods or there are any currency fluctuations and/or variations and/or an increase in the cost of the Goods to The Company by its suppliers or changes in duty or the introduction of any new duty or charges, The Company may adjust the price accordingly without prior notice to the Customer.

4.5 Duty and Taxes will be charged at the rates prevailing at the time of dispatch.

4.6 Promotional offers, discounts, deductions, allowances and rebates which may or may not be specific to the Customer must be agreed in advance in writing and prices, includingthose on The Company’s website are as stated with no further discount and are only available if all sums due from the Customer to The Company are paid by the due date and are subject to clause 8 below.

4.7 Unless the contrary is shown and subject to these clauses; all prices are:

4.7.1 per unit, case and/or per bottle as indicated in the quotation and/or invoice.

4.7.2 Exclusive of VAT and duty (unless stated otherwise at the time of order in writing).

4.7.3 Exclusive of delivery charges which will be those in place at the time of delivery.

4.7.4 Provisional and subject to The Company’s confirmation, upon acceptance of order.

4.8 If the Customer requests The Company to purchase and/or find a special or specific wine on the Customer’s behalf the agreed price will become due upon The Company issuing the Customer an order confirmation and/or invoice for that purchase.

4.9 Any typographical, clerical or other error or omission in any quotation, price list, and acknowledgement of order, invoice or other document issued by The Company shall be subject to correction without any liability on the part of The Company.

5. Orders and Availability

5.1 Fulfilment of orders will be subject to availability and in the case of demand exceeding supply for whatever reason The Company may allocate goods between its Customers at its absolute discretion.

5.2 In the event that the Customer has placed an order for goods of a specified vintage and there are insufficient quantities of those goods that vintage to satisfy the order The Company reserves the right to either cancel the order with no loss to The Company or to fulfil the order with an alternative vintage and invoice the Customer with the price applicable whichever the greater, wholly at the discretion of The Company without any obligation to the Customer.

5.3 The Company may decline to accept an order in the event that acceptance of the same would result in the Customer exceeding its credit limit.

5.4 The Company reserves the right not to replace the goods and keep any credit against any debt or part thereof that the Customer may owe to The Company by the Customer.

5.5 No contractual obligation and/or liability is binding on The Company or shall arise until The Company:

5.5.1 Sends written acceptance of an order, which may also be by fax and/or email, or

5.5.2 Despatches the goods.

5.6 The Company will decline to accept an order sell and/or deliver alcohol to anyone who is, or appears to be under the age of age 18. By placing an order the Customer confirm that they are at least 18 years old. In the case of doubt The Company reserves the right not to deliver.

5.7 Any monies taken from any person under the age of age 18 will be held until the police or a parent and/or guardian provided written instruction as to where the same is to be paid. No refund will be given in cash in this case.

6. Delivery

6.1 Delivery of the Goods shall be made by:

6.1.1 The Customer collecting them at The Company’s place of business or

6.1.2 Such other place that may be agreed with The Company, or By the Company delivering the Goods to such other place that may be agreed by The Company and the Customer. The Company is not liable for any theft or damage to the Goods if the agreed place is not safe or secure for the keeping of the said goods and are delivered to that location at the Customer’s own risk.

6.2.1 Where The Company delivers the Goods, the Customer will be charged The Company’s delivery charge in force at the time of delivery, except where the value of the Goods delivered is equal to or exceeds such sum as is determined by The Company from time to time, in which case The Company will deliver the Goods to a single address (in the UK mainland) nominated by the Customer free of charge.

6.2.2 Where The Company delivers the Goods, the Customer will be charged The Company’s delivery charge in force for the time being, except where the delivery charge is discounted from time to time as set out in the Company’s marketing material and/or The Company’s website in place as at the date of the invoice.

6.3 Where delivery is to take place by 6.1.1, the Customer collecting the Goods from The Company’ place of business, the Customer shall collect the Goods within 14 days of The Company notifying the Customer that the Goods are ready for collection.

6.4. If the Customer fails to take delivery of the Goods in accordance with clause 6.3 and/or If the Customer fails to take delivery of the Goods or the Goods are not delivered within one calendar month of being available, or there has been an earlier indication from the Customer that the Goods are not to be collected and/or the Customer fails to give The Company adequate instructions then The Company may:

6.4.1 Store the Goods until actual delivery to the Customer or until the Goods are disposed of under clause 6.4.3 below

6.4.2 The Customer shall be liable for the costs of storage, and insurance of the Goods, and/or any failed delivery charges or as the case may be under this clause.

6.4.3 Sell the Goods at the best price readily obtainable at that time, any method of resale is entirely at The Company’s discretion. The Company shall be entitled to send written notice to the invoice address of the Customer giving notice of The Company’s intention to dispose of the goods seven working days thereafter, The Company shall be entitled to sell all or any of the goods in its possession unless payment has been received or the goods collected by the end of the 7th working day.

6.4.4 Upon resale the Customer shall receive a minimum credit of 75% of the lower of the net proceeds of the resale and The Company original sale to the Customer. Any balance remaining and/or if the Goods are sold for a less than the price payable by the Customer, then the Customer shall be liable to pay The Company the difference in price and the amount due shall continue to accrue interest. The existence of this right does not affect any other remedies that the Company may/would have.

6.4.5 The Customer shall also be liable to pay any costs of the sale.

6.5. Any delivery dates and times stated are approximate only and The Company shall not be liable for any delay in delivery of the Goods, however caused. Time of delivery shall not be of the essence of the contract.

6.6 The Customer shall inspect the Goods at the place and time of loading if the Goods are collected and place of unloading if the Goods are delivered.

6.6.1 Unless The Company or the delivery driver is notified forthwith and written notice is received by The Company within 5 working days of loading or unloading as the case may be of any claim apparent on reasonable inspection for loss or damage in transit, short delivery or failure to conform to the Contract, the Goods will be deemed to have been delivered in accordance with the delivery documents and accepted by the Customer and the Customer shall not be entitled to any right to reject the Goods.

6.6.2 The Customer shall sign the delivery documents with discrepancies annotated as appropriate. Delivery documents signed as ‘unchecked’ will be deemed as accepted by the Customer.

6.6.3 The Company liability for loss or damage in transit, short delivery, failure to conform to the Contract or apparent on reasonable inspection is limited to supplying the Goods as ordered and The Company shall not be liable for any damages whatsoever. The Customer remains liable to pay the full invoice price of other Goods delivered in accordance with the Contract.

6.6.4 Should The Company be unable for any reason out of its control to receive Goods as ordered and hence not deliver to the Customer, The Company shall offer the Customer a refund of all monies paid.

7. Returns, Breakages, Order Cancellations, Glass and Ice Bin loans.

7.1 Returns are permitted if either

7.1.1 The Goods were delivered incorrectly by The Company to the Customer (this should be reported to The Company within 5 working days of delivery), or

7.1.2 Advance consent in writing has been granted by The Company to the Customer in accordance with The Company’s sale or return agreement under 7.13 below.

7.2 Authorised returns must be arranged in advance to allow sufficient time for collection documentation to be raised.

7.3 Returned wines must be the same vintage as currently stocked.

7.4 Returned Goods must be presented in full (original) cases.

7.5 Bottles must be returned in a saleable condition with seals and neck capsules intact.

7.6 Bottle labels must not be stained or damaged.

7.7 Credit Notes may be issued subject to the results of a condition inspection.

7.8 Drivers are only authorised to collect Goods that are included on a collection note.

7.9 Any queries at the point of collection should be directed to The Company’s Customer services department.

7.10  The Company will email and/or post the Customer a copy of the collection note prior to the collection if requested by the Customer.

7.11 Customers who have purchased wine ‘En Primeur’ should refer to Appendix 1 of these terms and conditions.

7.12 The Company may offers a pre agreed “sale or return” service, collection and delivery of which will be charged at the, prevailing market prices. The Company will arrange for unopened cases to be returned to The Company.

7.13 The Companyreserves the right to refuse to accept the return of Goods, or to credit the value of any returned Goods, which are not in a saleable condition.

7.14 Claims for breakages will only be allowed if the Customer notifies The Company immediately. The Customer must retain breakages and accompanying packaging for examination by The Company or its servants and/or agent.

7.15 The Customer may cancel an order placed on the website at any time up to 14 calendar days following receipt of the goods, unless the goods have been purchased specifically to order including, but not limited to, En Primeur purchases. The customer must either notify The company by email on enquires@jeroboams.co.uk or by calling customer services on 0207 288 8888.

7.16  Cancelled orders can either be returned to a Jeroboams shop or The Company will arrange for the goods to be collected at the Customers expense.

7.17 Where the Distance selling regulations apply, this section of The Company’s terms and conditions form the basis of Contract between The Company and the Customer.  Distance selling regulations do not apply to Business to Business Contracts, nor to sales of En Primeur wines and must be reading in conjunction with the full terms and conditions.

7.18  The Customer is responsible to take reasonable care of any goods to be returned. Goods to be returned must be unopened, intact and in the original packaging.

7.19  The Company will refund the purchase price, less any collection costs, within 10 working days of the goods being returned.

7.20  The above T&Cs will not reduce The Customer’s statutory rights with regards to faulty goods.

7.21 Glass and Ice Bin loans

7.21.1 Glass and/or Ice Bins must be washed before and after use. Any glasses or Bins not returned clean will incur a cleaning charge. Non returned or damaged glasses and /or ice Bins will be charged at the replacement cost. Replacements for non-returned or damaged loan glasses and/or Bins will not be accepted.

7.21.2 A minimum of 24 hours’ notice must be given if a Glass and/or Ice Bin loan is required and The Company reserves the right to decline the loan.

7.22 Samples 

Where a sample of the wine is shown to and inspected by the Customer, the parties accept that such a sample is shown and inspected for the sole purpose of enabling the Customer to judge for itself the quality of the wine, and does not constitute a sale by sample.

8. Payment

8.1 In the absence of special payment terms being expressly agreed between The Company and the Customer and subject to Clause 8.2 and 8.3 below:

8.1.1 The Customer shall pay for the Goods immediately on placing his order with The Company;

8.1.2 Where the Customer has an approved standard account (a credit account) with The Company, the Customer shall pay the price of the Goods on the 20th day of the month following the month in which the Goods are invoiced, whether or not delivery has taken place.

8.1.3 Where the Customer does not have an approved standard account with The Company but does have a Pro-forma account (non-credit Account) the payment will be as set out in 8.1.1 above.

8.1.4 The time for payment of the price of the goods shall be of the essence of the contract.

8.1.5 All payments due to The Company must be made without any deduction whether by way of set-off, counterclaim, abatement, discount or otherwise, unless agreed by The Company in advance.

8.2 If the Customer is overdue in paying for the Goods or any other Goods or services supplied by The Company then the price of any Goods which have been delivered but not yet paid for shall become due immediately regardless of any previous agreements to the contrary.

8.3. If the Customer makes payment and/or fails to make payment of the price of the Goods supplied by The Company more than 14 days after the invoice due date being 20th of month following invoice date or after the agreed credit period has expired.

And/or If the Customer defaults on the payment when due of any sum which

is required to be paid under these terms and conditions.

Or when The Company has made a formal request for payment in writing

or by email.

8.3.1 Then the liability of the Customer shall be increased to include interest on such sum from the due date for payment until the date of actual payment (after as and well as before judgment) at a rate per annum of 12 per cent, above the Bank of England reference rate current at the time of the due date.

8.4 In the event of late payment The Company shall be entitled to remove/revoke all and/or any part thereof of any promotional offers, discounts deductions, allowances and/or rebates on any orders or any other orders with the Customer and re-invoice the Customer for the full price.

8.5. The Company reserves the right to charge an administration fee of not less than £50.00 for each unpaid Cheque, Direct Debit, Standing Order, and/or Credit/ Charge Card payment that is stopped and/or returned unpaid by the Customers bank and/or Credit/ Charge Card Company, including Cheques which are returned and marked “Please represent” unless done so with prior agreement in writing.

8.5.1 The Company further reserves the right to charge an administration fee of not less than £100.00 if clause 8.3 or part thereof is enforced. 

8.6 The Company will accept payment by Credit Cards, Debit Cards, Charge Cards and/or American Express. The Company reserves the right not to accept American Express if payment is overdue.

8.7 Cash payments can only be accepted under the Money Laundering Regulations.

9. Bond

9.1 In Bond means that no UK duty or VAT has been paid on the goods. If the Customer requests the goods to be delivered to the Customer(anywhere in the EU) other than to the Customer Bonded warehouse, then duty and VAT will be payable by the Customer in addition to the price.

9.2 Goods ‘in bond’ have not yet had the Duty and VAT paid on them. They must be stored in a bonded warehouse approved by HM Customs & Excise.

9.3 If the Customer buys any goods in Bond, the Customer will be invoiced for the Goods at the time of ordering, payment of which will be made as set out in clause 8 above.

9.4 Once the In Bond Goods are ready to be and prior to being shipped the Customer will receive a final invoice, for immediate payment by cash, cheque and/or debit card (notcredit card), in respect of delivery and/or Duty and VAT applied at the prevailing rates, as are appropriate to the Customer’s order. Subject to clauses 9.1 above

9.5 If the Customer’s In Bond Goods are to be shipped to a bonded warehouse and prior to being shipped the Customer will receive a final invoice, for immediate payment by cash, cheque and/or debit card (notcredit card), in respect of delivery and/or additional charges to be applied at the prevailing rates, as are appropriate to the Customer’s order. Subject to these Terms and Conditions.

9.6 See also Appendix 1.

10. Lien, Title and Risk

10.1 Ownership of the Goods shall remain with The Company and will not pass to the Customer until The Company has received payment in full in cleared funds of all sums for the Goods and no other amounts are owed to The Company and/or any other Company within the Group by the Customer in respect of any other Goods or services supplied by The Company and/or any other Company within the Group, whether or not:

10.1.1 In respect of the goods and/or

10.1.2 In respect of any other goods or services supplied by The Company and/ or any part of the group of Companies to the Customer and

10.1.3 Which are otherwise owed to The Company by the Customer.

10.2 The Customer sells the Goods in accordance with these Terms and Conditions in which case ownership of the Goods will pass to the Customer immediately before the Goods are delivered to the Customer’s Customers.

10.3 The Customer is expressly prohibited from selling on the Goods whilst the Goods remain the property of The Company unless the goods are sold in the Customer’s usual course of business. Nothing herein shall constitute the Customer as the agent of The Company for the purposes of such a sale.

10.4 The Customer shall store the Goods separately from any other goods until they become the Customer’s property or they are delivered to a purchaser from the Customer.

10.5 If the Customer is overdue in paying for the Goods or any other goods or services supplied by The Company what so ever and/or as set out under Clause 10.1 above The Company may if still the owner and/or in possession of the Goods recover and sell them, on written notice by The Company to the Customer of The Company s intention to do so.

10.6 The Company and/or its agents may enter the Customer’s and/or its agents and/or servants premises for this purpose. This does not affect any other right of The Company. The Customers also undertakes to full indemnify The Company for any costs in respect of this Clause.

10.7 Risk in the Goods shall pass to the Customer on delivery in accordance with clause 10.1 above. This also includes collection by the Customer or any agent or other person or entity acting on the Customers behalf or that The Company would be reasonably expected to believe is so.

10.8 The Customer shall not destroy, deface or obscure any identifying mark or marks on or relating to the goods and must maintain the goods in satisfactory condition.

10.9 If the Customer fails to comply with any part or all of Clause 10 above then amount due will become immediately payable subject to clause 8.

11. Liability

11.1 The Customer shall carefully examine and sign for the Goods immediately on delivery of them and shall notify The Company in writing of any short or non-delivery or any defects reasonably discoverable on careful examination. This notification must be received by The Company within 24 hours from the expected date of delivery to the Customer. In the absence of notification The Company excludes all liability in respect of any short delivery or defect.

11.2 The Company shall not be liable for any failure to deliver or delay in delivering the Goods arising from circumstances outside The Company’s control.

11.3 Except in respect of death or personal injury caused by The Company’s negligence, The Company shall not be liable for any damages and/or consequential or indirect loss suffered by the Customer whether this loss arises from a breach of duty in contract or tort or in any other way (including loss arising from The Company’ negligence). Non-exhaustive illustrations of indirect loss would be loss of profit, loss of contracts, damage to the Customer’s property or property of any other person. The Customer accepts that it is their responsibility to insure against these risks.

11.4 Nothing in these Terms and Conditions shall exclude or limit in any way The Company’s liability for death or personal injury or for fraudulent misrepresentation or for breach of its obligations under s12 Sale of Goods Act 1979 or s2 Supply of Goods and Services Act 1982 or s2(3) Consumer Protection Act 1987 or legislation in place at the present time.

11.5 Once the Goods have been delivered to the Customer or the Customer’s Reserves, The Company shall not be liable to the Customer for ullages or for any deterioration in the condition of any wine (which can occur naturally to all wines no matter how well cared for), whether that wine is in reserve storage with The Company or stored separately by or on behalf of the Customer.

11.6 The Company shall not be liable to the Customer for any claim (whether arising in or for contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise) under or in connection with these Terms and Conditions for:

(a) Any loss of profit, relocation, anticipated savings, business or contract and

(b) Any special, indirect or consequential loss.

11.7 The Company’s total liability arising under these Terms and Conditions shall not in respect of any single claim exceed the order value including any VAT, duty and delivery charges of the order that gives rise to the claim.

12. Insurance

12.1 The Company will remain responsible for insuring the Goods at the market value until the Customer’s delivery and/or storage instructions have been completed.

12.2 The Company will, at its discretion and in full and final settlement of The Company liabilities to the Customer, replace or pay Customer the full replacement value of the Goods should they be lost, damaged or destroyed whilst The Company is storing or keeping them for the Customer.  The full replacement value of the Goods shall be as determined by The Company’s insurer, based upon the terms The Company has agreed with the insurer for determining replacement values.

13. Force Majeure

13.1 The Company’s shall not be liable for any delay or failure in carrying out its obligations which is caused wholly or partly by reason of act of God, labour disputes, fire, flood, war, accident, Government action, riot or civil commotion, act or omission by the Customer or by any third party or any cause beyond the control of The Company.

14. The Company Website

14.1 Orders may be made via The Company website (www.jeroboams.co.uk). Use of the website is subject to The Company’s website Terms and Conditions, see Appendix One Section 12 which can also be found on The Company’s website.

14.2All purchases made via the website must be paid for at the time of order.

15 Warranty

15.1 The Company warrants that the Goods will correspond with any description given in its price list or specification and be of satisfactory quality and will comply with all applicable UK legislation governing the sale of the Goods and The Company will at its option refund the purchase price of, or replace free of charge any Goods which its examination confirms are defective provided:

1. 1. The Customer makes a full inspection of the Goods immediately upon delivery;
   2. The Customer notifies The Company immediately of any defects which it discovers;
   3. The Customer provides a proof of purchase;
   4. The Customer provides the production LOT or BATCH number;
   5. The Customer has stored the Goods in a suitable environment and at the appropriate temperature; and
   6. Goods are either made available to The Company for inspection or returned to The Company in their original condition and packaging, as The Company may request.

15.2 For goods sold “En Primeur” Special conditions Appendix 1 Section 1 applies where The Company has a returns agreement with the source supplier, chateau or property. Where this is not the case The Company will use all reasonable efforts to obtain a refund or replacement from the source supplier.

15.3 In all cases, claims must be made by the Customer and gift recipients should contact the Customer who will claim on their behalf.

15.4 In no circumstances shall The Company’s liability to the Customer for any breach of warranty exceed the price paid for the Goods in respect of which the claim is made.

15.5 Except as provided for in these Terms there are no warranties, express or implied, of fitness for a particular purpose or of any other kind except as to title. In particular, all Terms and warranties which would otherwise be implied by statute or under common law are hereby excluded to the fullest extent permitted by law.

15.6 No refund, credit or replacement will be given for out of date Goods unless they are validly rejected for being out of date when delivered to the Customer.

16. Reserves storage

The Company offers Reserves storage for full details, see Appendix 1 Section 7.

17. Data Protection

17.1 The Customer consents to the processing by or on behalf of The Company of personal data supplied by the Customer or held by The Company for the purposes of administering the Customer’s account and processing any orders.

17.2 Personal information which the Customer provides will be used in accordance with The Company’s Privacy Policy. The Customer agrees to these terms of business and gives express consent to The Company to undertake a personal credit check.

18. Age

18.1 The Customer must be aged 18 years or older to purchase alcohol within the UK. By placing an order with The Company, including through The Company’s website, The Customer confirms that they are at least 18 years old. Under the UK Licensing Laws it is an offence to sell alcohol to a person who is under 18.

19. Intellectual Property

19.1 The Customer acknowledges that all data and content together with any rights therein, without limitation copyright and database right, are and shall remain the property of The Company (or its licensors, as the case may be), and The Customer further acknowledges that such information is provided for the Customer’s personal use only.

19.2 Any other use of the information on The Company’s website, including any commercial use thereof, requires a licence and/ or written permission from The Company. For the avoidance of doubt, this means that the Customer may not copy, reproduce, modify, distribute, transmit, publish, licence, use, resell or provide it to others in any form or format except as provided for in this subscription agreement.

19.3 The Customer may not use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather content or materials from The Company’s website or reproduce or circumvent the navigational structure or presentation of the site. The Customer must not engage in any other conduct which, at The Company’s sole discretion, is considered inappropriate, unauthorised or objectionable.

20. General

20.1 Nothing in these Terms shall exclude or restrict The Company’s liability for death or personal injury resulting from The Company’s negligence.

20.2 The Company shall under no circumstances be liable to the Customer for any claim (whether arising in or for contract, tort (including negligence) breach of statutory duty, misrepresentation or otherwise) under or in connection with these Terms for any indirect, special or consequential loss or for any loss of anticipated profit or third party claims howsoever arising either from breach or non-performance of any of its obligations under the Contract or from the supply of or intended used of the Goods, even if The Company has been advised of the possibility of such potential loss.

21. Insolvency or Death of Customer

21.1 This clause applies if:

21.1.1 The Customer being a company has a petition passed for its winding up; or passes a resolution for voluntary winding up (other than for the purpose of a bona fide amalgamation or reconstruction); enters into a voluntary arrangement with its creditors, or becomes subject to an administration order; or has a receiver appointed to all or any of its assets; or

21.1.2 The Customer being an individual or firm becomes bankrupt or insolvent; or enters into a voluntary arrangement with its creditors; or

21.1.3 The Customer dies; or

21.1.4 The Customer being a company, individual, partnership or firm ceases or threatens to cease to carry on business with The Company; or

21.1.5 The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

21.2 If clause 21.1 applies, then The Company shall be entitled to treat the contract as being at an end or suspend any further deliveries under the contract. If the Goods have been delivered but not paid for, the price shall become due immediately, regardless of any agreements to the contrary, and if not paid on demand The Company shall be entitled to enter the Customer’s premises to remove the Goods.

22. Variation

22.1 The Company shall have the right to alter the foregoing Terms and Conditions of Sale at any time by giving one month’s notice in writing.

23. Acceptance of these Terms and Conditions

23.1 If the Customer does not accept these Terms and Conditions of Sale in their entirety, the Customer must notify The Company in writing within 48 hours. If the Customer has received Goods from The Company, these must be returned in the same condition at the Customer’s own cost within 48 hours from time of receipt.

24. Governing Law

24.1 The Terms and Conditions of Sale shall be governed by English Law and the Customer consents to the exclusive jurisdiction of the English Courts in all matters regarding it, except to the extent that The Company invokes the jurisdiction of the Courts of any other country.

25. Severability

25.1 If a Court of competent jurisdiction finds any of these terms to be unenforceable the parties agree to accept any modification of the terms concerned which the Court sees fit to impose or if it does not see fit which is necessary to render the agreement enforceable.