TERMS & CONDITIONS
Definitions and Interpretation
1.1 In these conditions ‘the Company’ shall mean Wines Cellars Ltd. and ‘the Buyer’ shall mean any person, firm, company or other organisation placing an order with the Company.
1.2 The Company shall be deemed to be the seller of Goods.
1.3 ‘the Goods’ shall mean the product offered by the Company for sale which the Buyer is to purchase in accordance with these Conditions.
1.4 The headings used in these Conditions are for convenience only and shall not be held to affect their interpretation or liability.
2. Application and Variation of Conditions
2.1 The Company shall sell, and the Buyer shall purchase Goods in accordance with any quotation or offer made by the Company which is accepted by the Buyer or any order made by the Buyer which is accepted by the Company.
2.2 These Conditions shall be incorporated in all quotations and contracts for the sale of Goods and/or services by the Company and any provision of the Buyers order which is inconsistent with them shall be of no effect.
2.3 These Conditions cannot be varied without the prior written consent of the Company stating the variation and referring expressly to the Condition which is to be varied.
2.4 In the event that the Buyer has not held strictly to these conditions, the Company shall be entitled to rely on them later if it so wishes.
2.5 The Company’s employees are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing. In entering into contract, the Buyer acknowledges that it does not rely upon any such representations that are not confirmed.
3. Specifications & Orders
3.1 The specification for Goods shall be those set out in the Company’s sales literature or as closely matched to the information supplied to the Company where specification is not given.
3.2 Illustrations, photographs and descriptions in regard to specifications of the Goods, possible achievable cellar/ ground temperatures are intended as a guide only and shall not be binding upon the Company unless specifically referred to in tender documents or quotation provided by the Company.
3.3 The Company reserves the right to alter specifications as it deems appropriate in order to comply with relevant statutory or regulatory requirements or where the alteration to specification has no material effect on quality or performance.
3.4 The Company accepts no liability for specification alterations made by the Buyer in relation to the safety or performance of the Goods.
3.5 No order that has been agreed may be cancelled or amended by the Buyer unless agreed in writing by the Company, which shall be on the terms that the Buyer shall indemnify the Company against all losses, costs, damages or expenses incurred as a result of the cancellation or amendment.
3.6 All orders accepted are subject to survey and agreement of the Company’s design criteria.
3.7 Meeting the requirements of any relevant Building Regulations is the responsibility of the Buyer, any third-party installers and the owner of the building. The building regulations apply to most building work, therefore it is important to know when approval is needed. http://www.planningportal.gov.uk/permission/responsibilities/buildingregulations/
4. Prices & Quotations
4.1 Prices given or quoted are exclusive of VAT at the current rate or any other applicable tax or duty imposed unless otherwise stated in sales literature or on quotation. *Currently no VAT is charged.
4.2 Unless otherwise stated, delivery will be charged extra at the rate determined by the Company.
4.3 No quotation, estimate or tender given or made by the Company shall form a binding contract capable of acceptance by the Buyer. A binding contract for sale of Goods shall only be made upon the acceptance in writing by the Company.
4.4 Any typographical, clerical or other error or omission in any sales literature, quotation, specification, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
4.5 Unless otherwise agreed in writing, quotations will remain valid for 30 days from the date of quotation.
4.6 Sales information, price lists and other related documents issued by the Company in relation to the sale of Goods are subject to alteration or modification without notice.
4.7 The price of Goods shall be noted in the quotation issued by the Company.
4.8 The Company reserves the right, by giving notice to the Buyer prior to delivery of Goods, to increase the price of Goods to reflect any subsequent increase in cost to the seller as a result of changes to delivery date, quantities, specification, any delay caused by the Buyers instructions or failure of the Buyer to supply adequate information relating to the sale, or delivery of Goods.
5. Payment and Credit Terms
5.1 Orders accepted on Pro-Forma terms shall not be dispatched until cleared payments have been received for the Goods, in full.
5.2 A minimum deposit of 50% will be required unless otherwise agreed in writing. Balance of order must be paid prior to the delivery or installation of Goods.
5.3 Deposits will only be required for stock items and will be paid for in full by the Buyer prior to dispatch.
5.4 Deposits paid are non-refundable.
5.5 In circumstances where the Goods are ready for delivery and notified to the Buyer, but the Buyer is not ready to accept delivery, balance amount will be payable to the Company within 15 days of such notification. Following this period, the Company will accept liability and hold them free of charge for a maximum of 30 days. Should this period need extending permission should be sought form the Company in writing and will be subject to an agreed monetary rate for storage and liability.
5.6 Payments can be made upon collection but cannot be accepted on delivery of Goods.
5.8 Credit accounts are not available.
5.9 Payment shall be made on the due date notwithstanding that delivery may not have taken place. Goods remain the property of the Company until paid for in full.
5.10 The Company shall be entitled to charge and the Buyer liable to pay interest on any amount not paid by the due date at a rate of 3% above the current bank base rate.
6. Risk and Title
6.1 The risk in the Goods shall pass to the Buyer upon delivery. The risk shall include the damage or loss of Goods.
6.2 Legal and beneficial title of the Goods shall not pass to the Buyer until the Company has received full payment for the Goods in cleared funds or cash.
6.3 Until cleared funds are received by the Company and the title in the Goods has passed to the Buyer, the Buyer shall be in possession of the Goods as bailee for the Company where the Buyer shall store the Goods appropriately and ensure the Goods are clearly identifiable as being supplied by the Company and insure against all reasonable risks.
6.4 Until title has passed to the Buyer, the Buyer shall return the Goods to the Company carriage paid on demand and the Company shall, without prejudice to any other rights be entitled to go onto the property of the Buyer to repossess or remove such Goods.
6.5 The Buyer shall be at liberty to sell the Goods in ordinary course of business. The proceeds of which and any benefit of sale shall be the property and held in trust for the Company, separate from its own monies, in a separate bank account.
6.6 The Buyers right to possession of Goods in which property title has not passed shall terminate immediately upon the case of a body Corporate the appointment of a receiver of liquidator or winding up order or in the case of an individual the making of a Bankruptcy Order against him or his entering into an individual voluntary arrangement.
7. Delivery, Dispatch and Inspection
7.1 Delivery of the Goods by the Company shall be to the Buyer at a place within the United Kingdom specified in the Buyers order and/or the Company’s acceptance as the location to which the Goods are to be delivered.
7.2 The Buyer may collect from the Company’s premises at any time after the Company has given notice to collect. Collections must be prearranged for health and safety reasons and to ensure Goods are conveniently stored for ease of access. The Buyer may enter the Company’s premises at his own risk.
7.3 Dates or periods quoted for delivery or installation of Goods are approximate, given for reference only and time for delivery shall not be of essence unless previously agreed in writing by the Company.
7.4 Failure for any reason of the Company to comply with delivery dates shall not constitute a breach of contract and shall not entitle the Buyer to treat the contract as terminated or to any other remedy against the Company.
7.5 If the Buyer fails to take delivery of the Goods or any part of them on the pre-arranged delivery date and/or fails to provide any instructions, documents or consents required to enable delivery of the Goods, the Company shall be entitled to store or arrange for the storage of the Goods and then risk in the Goods shall pass to the Buyer.
7.6 In the event of Clause 7.5, delivery shall be deemed to have taken place, and the Buyer shall pay to the Company all costs and expenses relating to the subsequent storage and insurance costs along with the cost for re-delivery of Goods.
7.7 In the event that the Company fail to deliver Goods on a specified delivery date outside of the Company’s reasonable control or be it the Buyer’s or carriers fault the Company shall hold no liability in respect of such late delivery.
7.8 The Company strongly advises that no installation plans are implemented until the Buyer is in receipt of the Goods and fully satisfied with the product. No reimbursements will be offered for any Buyer's costs incurred due to neglect of the aforesaid.
7.9 All consignments are dispatched via a 3rd party courier. A copy of individual couriers’ terms and conditions can be requested at the time of arranging delivery. The Company will not accept responsibility for any issues which arise whilst Goods are in transit as noted in Section 8.
8. Inspection and Defective Goods
8.1 The Buyer is under a duty to inspect the Goods on delivery or on collection from the Company’s premises.
8.2 Where Goods can be seemed to be damaged upon arrival, delivery should be photographed and refused, and the carrier’s note signed for as ‘damaged’.
8.3 Where Goods cannot be reasonably inspected upon delivery, the carrier’s note should be signed for as ‘unchecked’.
8.4 The Company accepts no liability for any defect, damage or shortages that would be apparent upon reasonable inspection of Goods. If these Conditions are not complied with the Company shall be under no liability if a written complaint is not delivered to the Company within 3 days of delivery, detailing the alleged defect, damage or shortage.
8.5 In the respect of complaints reported in accordance with clause 8.4 the Company shall be under no liability unless an opportunity to inspect the Goods is supplied to the Company before any use is made of the goods, or any alterations made to them by the Buyer.
8.6 No Goods shall be returned to the Company without the prior written agreement in writing of the Company.
8.7 Any Goods returned to the Company in compliance with clause 8.6 where the Company is satisfied that the Goods are defective of quality or otherwise shall be replaced free of charge or refunded but the Company shall have no further liability to the Buyer.
8.8 Any Goods returned to the Company by the Buyer shall be at the Buyers own risk and shall be suitably packaged by the Buyer prior to return. Under no circumstances will the Company be responsible for loss or damage beyond that expressly referred to in clause 8.4, in particular any form of consequential loss.
8.9 The Company will hold no liability for Goods that are subject to wear and tear or those that have not been maintained in the correct manner suitable for such a product. The Company may offer maintenance advice and literature in relation to the Goods as a guide only, but it remains ultimately the responsibility of the Buyer to ensure Goods are correctly cared for and maintained.
8.10 The Company accepts no liability for defects arising as a result of any wilful damage, negligence, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration of the Goods without the Company’s approval. Installations by the Buyer or any person or other company working on behalf of the buyer are in no way guaranteed or approved by the Company.
8.11 Return of Goods to the Company with a resale value may be subject to a re-stocking fee, wholly at the discretion of the Company.
9. Made to Order Goods
9.1 Where the Company is unable to produce Goods ordered due to unexpected technical or other problems it reserves the right to cancel the order without liability to the Buyer.
9.2 Goods made to order which are custom to the Buyer’s requirement cannot be returned for refund.
93 Cancellation or variation of an order will not be accepted unless at the absolute discretion of the Company, on terms which indemnify the Company against any loss or expense occurred. Deposit payments will not be refunded.
9.4 Where Goods are manufactured to designs or schemes supplied by the Buyer and not advised by the Buyer as being subject to copyright or patent by a third party, the Company will accept no liability for loss, damage or costs incurred as a result of any breach of that patent or copyright.
9.5 Hand crafted fabricated products may not be free of all imperfection but are subject to our quality control system. Each item is rigorously inspected and as far as is reasonably practicable all issues are addressed at this stage.
10.1 Where a Company is contracted to carry out installation works it will be the responsibility of the Buyer to ensure suitable build specifications are appropriate for the given product. The Company will offer advice on what it deems to be appropriate but for reference only.
10.2 The Buyer shall contact building control to confirm what specification / construction the Goods should be installed upon/in and where necessary consult a structural engineer to gain confirmation and clarification. http://www.planningportal.gov.uk/permission/responsibilities/buildingregulations/
10.3 Any installations made and become defective as a direct result of unsuitable build quality, or for any reason not attributable to the installation itself will hold no liability upon the Company. This includes for any landslide, hurricane, flood, or natural event that may cause damage to the goods installed.
10.4 Once delivered the risk in the Goods passes wholly to the Buyer.
10.5 It is the Buyer’s responsibility to check the condition of Goods upon delivery and the Company shall be under no liability if a written complaint is not delivered to the Company within 3 days of delivery stating the defect.
10.6 Where dimensions are supplied to the Company, it will be deemed that these dimensions are accurate. All drawings and interpretations supplied by the Company will be checked thoroughly by the Buyer. Any installation defect as a result of inaccurate dimensions supplied by the Buyer or any costs incurred as a result shall be fully indemnified to the Company by the Buyer. Any discrepancies should be notified in writing.
10.7 Where Goods are supplied to the Buyer for self-assembly the Company holds no liability for any incorrect handling, assembly, damage or defect caused by the Buyer, or any firm acting on behalf of the Buyer.
10.8 Where further site visits are required to either survey or inspect at no fault to the Company, a charge may be made..
10.9 It will be reasonably assumed that there is access for the Company or its representatives to carry out delivery of the product unless otherwise agreed in writing.
11.1 Goods supplied will be of ordinary commercial quality or the standard of quality which is customary for the type of Goods ordered or as specified by the Company in writing.
11.2 No condition of warranty is given or implied as to the fitness or suitability for the intended purpose of the Goods whether known to the Company or not. The Company gives no guarantee any specific cellar temperatures achievable, due to various geographical, physical and geological factors that may affect surrounding ground temperature. Typically, 12-13 degrees is normally achievable, but not guaranteed. Source -
11.3 Unless requested by the Buyer to the Company in writing, it will be reasonably assumed that the Buyer has sought the necessary advice with regard to installation and safety standards as required by Building Control and all relevant legislation for the Goods required.
12. Law Jurisdiction
12.1 The contract shall be governed by English Law. The Buyer on entering into the contract submits to the jurisdiction of the English courts.
12.2 The condition headings are inserted for convenience only and shall not affect the construction of these conditions.
13.1 All communications between Buyer and the Company shall be in writing and delivered by hand, sent by prepaid 1st class post or by electronic mail.
13.2 After purchase the Company may occasionally send marketing offers which can be opted out at any time.
14. Force Majeure
14.1 In the event that either party is prevented from fulfilling its obligations under this Contract by reason beyond its control, including but not limited to war, national emergency, strike action or natural events the party shall not be deemed to be in breach of its obligations under this Contract.