1.1 The seller means La Diva Drinks & Food Ltd 1.2The buyer is the person or company buying the good under these terms and condi-tions. 1.3The goods mean the goods which are to be sold under a contract of sale between the seller and the buyer. 2 Formation of Contract 2.1 These conditions shall apply to all contracts between the seller and the buyer to the exclusion of all other terms and conditions. 2.2 All orders shall be deemed to be an offer by the buyer to purchase goods pursuant to these conditions. Acceptance of goods at delivery shall be deemed conclusive evidence or acceptance of these conditions. 3 Prices 3.1 Prices involved will be those ruling at the date of this batch of the goods. 3.2 Subject to clause 3.1, all quoted prices are subject to change without notice. 3.3 All prices are quoted duty paid and delivered and exclusive of value added tax which will be charged at the rate in force at the time of this batch of the goods. 3.4 A Minimum order value of £200 net sales value is in operation for the London area and £500 outside of London. Any orders below this value will not be sent out for delivery. 4 Terms of Payment 4.1 If the buyer has not opened a credit account in accordance with the sellers terms payment for all orders shall be required in cleared funds before the goods are dispatched. 4.2 If the seller has a current credit account with the seller then payment terms shall be as agreed in writing and set out in the credit account application approved by the seller as may be varied in writing by the seller or if no such terms have been agreed no later than 30 days from the end of the month in which the goods are delivered to the buyer or in either event in full without set of or counter claim. Time for payment is of the essence. 4.3 In the event of non-payment of any sum due to the seller by the due date all sums owing to the seller by the buyer shall immediately become due. 4.4 The seller reserve the right to charge interest on unpaid invoices and any other sums due to the seller and outstanding at a daily rate of 3% per annum above bank of England base rate from time to time from the date when payment becomes due until the date when payment is made and interest will occur after as well as before any judgement. The buyer will reimburse the seller for all cost and expenses (Including legal cost on an indem-nity basis) Incurred in the collection of any overdue amount. 4.5 Any failed Direct Debits are charged at an admin fee of £95 + Vat. 4.6 Without prejudice to any rights which the seller may have in the event of non-payment of any sums outstanding of the due date, the seller shall have the right to cease supplying other goods ordered by the buyer from the seller whether under this contract or any other. 5 Delivery 5.1 Time and date quoted for delivery are estimates only and the time for delivery of the goods shall not be of the essence. 5.2 Where delivery is made by instalments, delay in delivery one or more instalments shall not entitle the buyer to refuse to accept any remaining instalments. 5.3 The buyer shall not refuse to accept delivery of any consignment or instalment on account of any shortage or defect in any other delivery. 5.4 Delivery takes place when the goods are delivered to the ground floor entrance of the building of the buyer’s premises as stated in the order. 5.5 The seller shall not be liable in any way for any losses, damages or expenses (whether direct, indirect or consequential) suffered by the buyer due to any delay in failure in delivering the goods. 5.6 Without prejudice to any other rights which the seller may have, where the buyer does not accept delivery of the goods a transport and delivery charge equal to 15% of the net order value of the net accepted goods shall be payable by the buyer to the seller. 5.7 Minimum orders are £200 net. And £500 net outside the M25 6 Short Delivery/ Wrong Product Delivered/ Non-delivery/ Price Queries 6.1 No claim for shortage, price queries on products of for damage to goods or for delivery of wrong products shall be made unless the seller is notified in writing quoting number of delivery note or invoice number within 24 hours after the time of delivery in accordance with clause 5 and in the absence of such notification the buyer shall be deemed to have accepted the goods and the payment in full will become due in accordance with the terms of clause 4. 6.2 No claims for non-delivery shall be made unless the seller is notified in writing within 7 days of the date of invoice in the absence of such notification the seller shall be deemed to have delivered the goods and payment in full become due in accordance with clause 4. 7 Damage in Transit 7.1 Goods damaged in Transit must be reported to the seller immediately by signing the delivery note damaged on arrival. This must be returned to the seller within 24 hours of the time of delivery. Any damaged goods must be retained (Including wrappings, cartons etc.) for inspection.
7.2 In the event that the delivery note was signed but not marked damaged on arrival the seller cannot be held responsible for damages in transit. 8 Return of Goods 8.1 Goods cannot be accepted for return without the prior consent of the seller which will be given at the seller’s discretion. 8.2 A handling charge of 15% of net order value will be made on all goods. 8.3 Any goods returned in accordance with this clause 8 must be pristine condition and returned correctly packed in its original packaging. 8.4 Risk in any goods to be returned remains with the buyer until the goods are delivered to the seller or until the seller collects such goods. 9 Quality of Goods 9.1 Save as expressly provided, all warranties and conditions relating to quality, or com-pliance with description (whether implied by statute or otherwise) are hereby excluded to the extent permitted by law PROVIDED THAT nothing in these conditions shall restrict or exclude liability for death or personal injury caused by the negligence of the seller. 10 In ability to supply 10.1 Without prejudice to any other condition here of if any product shall not be available at the sellers U.K warehouse or should the dispatch or delivery of the whole or any part of the goods can be interrupted, prevented or hindered by any cause or causes what so ever beyond the sellers control, the seller shall be entitled to postpone or suspend any deliveries until (in the sellers reasonable judgement) any such clause has ceased to oper-ate. The seller shall be under no liability what so ever in respect of postponement or suspension. 10.2 If the seller does not apply to supply any goods due to his unavailability at its ware-house or if this batch or delivery is delayed for more than 1 week the seller has the option of cancelling the contract and refunding any payment made by the buyer. 11 Product Changes 11.1 Vintage wines are subject to change. When a vintage changes then next available vintage will be supplied. 12 Retention of title 12.1 Risk in the goods shall pass to the buyer on delivery and the buyer shall ensure the goods with a reputable insurance company against all risk for the full value from that time. 12.2 Notwithstanding the provisions of clause to 12.1, property and ownership in the goods shall not pass from the seller unit 12.2.1 The buyer shall have paid the seller for the goods; And 12.2.2 no other sums are then outstanding from the buyer to the seller on any account whatever whether or not sums have become due for payment. 12.3 Until property in the goods passes to the buyer, the buyer shall; 12.3.1 Hold the goods as the seller’s fiduciary agent and bailey; 12.3.2 Store the goods separately from those of any other person and insure they are readily identifiable as a property of the seller. 12.4 Notwithstanding the provisions of this clause, the buyer may as principal in the ordinary cause of its business sell the goods for market value or use the goods in the ordinary cause of its business but shall account to the seller for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the buyer and 3rd parties and, in the case of tangible proceeds, properly stored, protected and insured. 12.5 At any time prior to property in the goods passing to the buyer, in the event of: 12.5.1 The buyer insolvency; 12.5.2 The buyers failure to pay any amount due to the seller; or 12.5.3 Any breach by the buyer of these conditions the buyer must immediately place any goods in its possession or under its control at the suppliers disposal and the sellers repre-sentative shall have (without prejudice to any of the sellers of rights and remedies) the right to enter the buyers premises retake possession of such goods. In such event, the buyer shall procure that the seller has access to the premises of any 3rd parties where goods in which property has not yet passed to the buyer are stored. 12.6 Should any event listed in clause 12.5 occur, the buyer’s right to sell and to use the goods shall immediately cease. 13 Miscellaneous 13.1 The contract shall be governed by and construed in accordance with English law and the parties here to submit to the non-exclusion jurisdiction of the English court. 14. Marketing Emails 14.1 We will put the emails listed on this application to receive our marketing emails. Whereby you will receive updates, promotional offers, new products and news.