THE BEERWAREHOUSE MAIDENHEAD LTD T/as BWH Drinks
HYDE FARM, MARLOW ROAD, MAIDENHEAD, SL6 6PQ
COMPANY REGISTRATION: 4256351 ENGLAND
TERMS & CONDITIONS OF SALE
1. DEFINITIONS
In these conditions, the following words shall have the following meanings ‘COMPANY’ –
The Beerwarehouse (Maidenhead) Ltd T/as BWH Drinks.
BRAND – the design, labelling, features and logo of or appearing on the packaging and bottle or any
other container in which the product is held together with all other forms of branding associated with
the product.
CONDITIONS – these Terms and Conditions of sale.
CONTRACT – the agreement (which shall be governed by these conditions) between the company and the
customer for the sale and purchase of goods.
CUSTOMER – means the person, firm, company or other legal entity to whom the goods are supplied and
the invoice, order acknowledgement or delivery note is addressed.
GOODS – all those beers, wines, spirits, soft drinks and other articles and service specified in the invoice,
order acknowledgement or delivery note.
ORDER – any order placed by the customer to purchase goods from the company. PARTIES – the company
and the customer.
2. BASIS OF SALE
2.1 Any order constitutes an offer by the Customer which the Company shall be entitled to accept or
reject at its discretion.
2.2 The Customer acknowledges that by placing an order with the Company it is bound by these
conditions and all other terms and conditions, whether express or implied, are hereby excluded
(to the extents permissible under English law) in their entirety. In particular, these conditions shall
prevail in the event of any conflict between these conditions and any Terms and Conditions,
which appear on the customer’s order form or on or in any other communication passing between
the parties.
2.3 No variation or amendment to these conditions shall be binding unless agreed in writing by a
director of the company and a duly authorized representative of the customer.
3. DELIVERY
3.1 Any time or date for delivery of the Goods given by the Company shall only be an estimate.
The Company shall use its reasonable endeavours to comply with such estimated time or date
for delivery but time of delivery shall not be of the essence and the Company shall not be held
liable for any loss or damage howsoever resulting to the Customer by reason of delay in delivery.
3.2 Delivery of the Goods shall be deemed to take place when the Goods arrive at the address
designated by the Customer.
3.3 The Company shall be entitled but not required to deliver the Goods in instalments and to invoice
the Customer for each instalment.
3.4 If the Customer refuses or fails to take delivery of the Goods at a time when the Company could
reasonably expect the Customer to take delivery then, without prejudice to any other right or
remedy available to the Company, the Company may:
3.4.1 store the goods until actual delivery is made and charge the Customer for the costs (including
insurance) of storage, and/or
3.4.2 sell the Goods at the best price readily obtainable and (after deducting all storage and selling
expenses) give the Customer a credit of such amount against the price payable for such Goods
under the contract and in either case shall be entitled to charge interest (both before and after
judgment) on the price payable for the goods under the contract at 4% above the base rate
from time to time of (Nat West Bank plc) from the date of delivery until the date on which the
goods are actually received by the Customer.
3.5 The Company shall have no liability to the Customer in respect of damage to goods the outside
packaging of which is damaged on receipt by the Customer, or where fewer than the number
of goods indicated on the delivery note are actually received by the Customer, unless the
Customer notifies the Company of such damage or short delivery in writing received by the
Company within two days of receipt of the goods or invoices as appropriate otherwise than
merely by a note on the delivery note.
3.6 Where the Company agrees that the Customer has a valid claim for any loss of or damage
caused to goods during transit, the Company’s only obligation in respect of such loss or damage
shall, at the Company’s option, be to:
3.6.1 make good any shortage or non-delivery of the Goods; and/or
3.6.2 replace such damaged Goods which have been returned to it by and at the expense of the
Customer; or
3.6.3 in either case make a full refund in respect of such Goods.
3.7 If the Goods have not been delivered despite receipt by the Customer of the Company’s invoice
relating to them, then unless the Customer notifies the Company within 7 days after the date of
such invoice no claim against the Company may be made in respect of non-delivery of those
Goods.
4. PRICES AND PAYMENT
4.1 The prices of the Goods shall be as featured in the Company’s price list at the time of placement
of any order.
4.2 In addition to all amounts payable under the contracts, the Customer shall pay all applicable taxes
including Value Added Tax.
4.3 Commodities may be available in single bottles except where stated otherwise in the Company’s
price list but these may be subject to surcharge.
4.4 Container sizes quoted in the Company’s price list and on any other documentation are trade
descriptions only and are not intended as a guarantee of the actual volume of product within the
container.
4.5 The Customer shall make payment for the goods on delivery and prior to the unloading of the goods.
4.6 If the Company has granted credit facilities to the Customer, payment for the Goods shall be
made:
4.6.1 inline with the credit terms stated on the Invoice; or
4.6.2 at such dates as are specified in correspondence from the Company.
4.7 The Customer shall not deduct from the price of the Goods (and related costs charged by the
Company) any other monies due or claimed to be due to the Customer from the Company in
respect of the Contract or any other Contract.
4.8 Deposit charges on containers must be paid for at the time of delivery and will be credited in
full when the containers are returned to the Company in good condition.
4.9 If the Customer fails to make payment in accordance with this condition the Company shall be
entitled without further notice to:
4.9.1 cancel this contract and any other contract with the Customer or suspend all further deliveries of
Goods;
4.9.2 charge interest on the outstanding sum at the rate of 4% above the base rate from time to time of
(Nat West Bank plc) from the date payment was due until the date on which payment is made;
4.9.3 request all other sums due from the Customer to be paid immediately; and
4.9.4 charge the Customer for any third party charges incurred by the Company in connection with
any failure to make payment, including but not limited to legal costs and bank charges for
rejecting or presenting cheques.
4.9.5 Deposits on Gas Cylinders which have not been returned within 6 months of purchase will not be refunded;
5. WARRANTIES AND LIABILITY
5.1 The Company warrants that the goods shall be delivered to the Customer in an undamaged
condition and free from any defects.
5.2 Except where expressly provided by these conditions the seller gives no warranties, conditions,
guarantees or representations as to the quality of fitness for a particular purpose of the goods and
all other warranties. Conditions, guarantees or representations, whether express or implied, oral
or in writing are hereby excluded.
5.3 The Company does not seek to exclude its liability for death or personal injury arising from use of
the Goods to the extent that it results from negligence. The Company shall also be liable to the
Customer for any direct physical damage to tangible property other than death or personal injury
to the extent that it results from the proven negligence of the Company, its employees, agents or
sub-contractors up to a maximum of £100,000.
5.4 Except as expressly provided by these Conditions, the Company shall not in any event be liable
for any indirect, special or consequential losses or damages, howsoever arising, in connection
with or arising out of the design, manufacture, supply, use of or otherwise relating to the goods,
or in respect of any loss of anticipated profits or losses relating to or associated with wasted
overhead or similar costs.
5.5 Except in respect of liability for death or personal injury, no action, regardless of form, arising out
of the transaction under the Contract may be brought by the Customer more than two years after
the cause of such action has accrued.
6. INDEMNITY
6.1 The Customer shall indemnify the Company in respect of all actions, claims, demands and
expenses related to damage, injury or loss occurring to any person or property and which has
arisen from the Condition or use of the goods or of any of the property referred to in Condition 7
below to the extent that such damage, injury or loss shall have been occasioned partly or wholly
by the act, omission, negligence or wilful default of the Customer, its servants or agents or by any
breach by the Customer of its obligations to the Company under these conditions.
7. PROPERTY OF COMPANY AND/OR SUPPLIER
7.1 All Containers including but not limited to bottles, cases, kegs, cylinders and pallets in or upon
which the goods are supplied shall remain the property of the Company or of the Company’s
supplier (as the case may be) and the Company shall be entitled to charge the Customer a deposit
for the safekeeping thereof. If the Customer fails to return such items upon request or returns them
in a damaged condition, any deposit may be forfeited in whole or in part and the Company shall
in addition be entitled to charge the Customer the balance of the cost of any replacement thereof
or repair thereto.
8. RISK AND TITLE
8.1 Risk of loss of or damage to the Goods shall pass to the Customer on delivery and the Customer
shall ensure the products from that time until ownership of and title to them passes to the Customer.
8.2 Ownership of and title to the Goods shall be retained by the Company until such time as the
Customer shall have paid the Company for the goods, together with the price of any other
Goods, which are the subject of any other contract with the Company, and until that time the
Customer acknowledges that it is in possession of the Goods solely as bailee in a fiduciary
capacity for the Company. The Customer shall keep the goods separate from goods, which
belong to the Customer and to third parties and ensure that such goods are properly stored,
protected (and insured) and identified as the Company’s properly.
8.3 If the Customer sells or otherwise disposes of the Goods it shall do so as agent for the Company
and shall hold the entire proceeds of sale of such Goods whether tangible or intangible, including
insurance proceeds, for and on behalf of the Company until the Company has received payment
in full and shall keep all such amounts separate from any monies or property of the Customer
and third parties and, in the case of tangible proceeds, properly stored and protected and
insured. The Customer shall maintain records of the persons to whom it sells or disposes of such
goods and of the payments made by such persons for those goods and will allow the Customer to
inspect those records and the Goods themselves on request. The Customer shall be entitled to
trace the proceeds of sale or otherwise of such Goods.
8.4 For the avoidance of doubt, the Goods and all other Goods supplied to the Customer by the
Company which are in the Customer’s possession shall be presumed to belong to the Company
unless the Customer can prove otherwise.
8.5 Until ownership of and title to any Goods owned by the Company passes to the Customer (and
providing the Goods are still in existence and have not been resold), the Company shall be
entitled at any time to require the Customer to deliver up such Goods to the Company and, if the
Customer fails to do so immediately, to enter upon any premises owned or occupied by the
Customer or any third party where such goods are stored and repossess them. The Customer shall
procure that any third party, which holds such Goods, shall permit the Company to take
possession of them and shall indemnify the Company against any liability, which it may incur to
such third party in connection with taking or attempting to take possession of them. The Company
shall be entitled to use or dispose of such Goods as it wishes.
9. OWNERSHIP OF THE BRAND
9.1 The Customer acknowledges that no ownership of all rights (whether registered or unregistered)
in the brand shall remain at all times in the absolute ownership of the Company.
9.2 Notwithstanding Condition 9.1 above, the Company shall permit the Customer to use the brand
in connection with the product.
9.3 Any and all goodwill derived from the Customer’s use of the brand shall accrue to the Company.
9.4 The Customer shall not apply for registration of or obtain any design right, trademark or similar
registerable right in the brand.
9.5 The Customer undertakes at the request and expense of the Company to bring into effect or do all
acts and execute all documents which may be necessary to confirm the title of the Company to the
rights in the Brand whether in connection with any registration of that title to design right or trade
mark or other similar right or otherwise.
10. TERMINATION
The Company shall be entitled to cancel the contract or suspend deliveries of the goods forthwith by
notice in writing if:
10.1 the Customer commits any irremediable breach of any of these Conditions, persistently repeats a
remediable breach or commits any remediable breach and fails to remedy it within 30 days of
receipt of notice of the breach requiring remedy of the same;
10.2 the Customer becomes the subject of any voluntary arrangement, receivership, administration,
liquidation or winding-up; or
10.3 the Customer is unable to pay its debts within the meaning of Section 123 of the Insolvency Act
1986; or
10.4 the Customer becomes the subject of any distraint, execution or other similar process; or
10.5 the Customer ceases or threatens to carry on business; or
10.6 the Company reasonably believes that any of the events mentioned in Conditions 10.1 to 10.5
above is about to occur and notifies the Customer accordingly.
11. MISTAKES AND INFORMATION
The Company reserves the right to amend any clerical, administrative or computer processing error
which appears in the Company’s invoice order acknowledgement, delivery note or other documentation
issued by it.
12. WAIVER
No realization, forbearance, delay or indulgence by either party in enforcing any of these Conditions
or the granting of time by either party to the other shall prejudice, effect or restrict the rights and powers
of the said party, nor shall any waiver by either party of any breach of these Conditions operate as a
waiver of any subsequent or any continuing breach of these Conditions.
13. HEADINGS
The headings in these Conditions are for convenience only and shall have no effect on the interpretation
thereof.
14. JURISDICTION
These Conditions and the Contract shall be governed by and construed in accordance
with English Law and any disputes shall be referred to the Courts of England and
Wales.
