1 All and any business undertaken by Musgrave Distribution Ltd trading as Drinks Inc. (hereinafter called “The Company") is transacted subject to the conditions hereinafter set out, each of which shall be deemed to be incorporated in and to be a condition of any agreement between the Company and its customers. No agent, representative or employee of the Company, save only a Managing Director in writing, has the authority to alter or vary these conditions.
2 For the purposes of these conditions “goods” shall mean all products supplied by the Company and where these products are supplied in bottles, cases or other containers by the Company the term “goods” shall be deemed to include such bottles, cases and other containers.
3 (a) Payment for goods shall be strictly due _______ following purchase (“the due date”) in accordance with these terms and conditions, and where the Customer pays by direct debit, such payment shall be taken on the _______ following the ______ of purchase. Credit for Under Bond transactions is at the discretion of the Company
(b) Any discount, allowance or promotional incentive offered by the Company is conditional upon payment being made by the customer by the due date.
(c) Once a customer has defaulted on payment all monies become due.
(d) Notwithstanding any other provision of these conditions, the Company may at its discretion require payment from the Customer at any time before or after delivery.
(e) The Company shall be entitled to charge a fee upon default payment of cheque, direct debit or credit card.
(f) Without prejudice to any of the other remedies of the Company, if the Customer fails to make full payment in accordance with the terms set out in these conditions the Company shall be entitled to repossess the goods and shall also be entitled to recover from the Customer the full costs of repossessing the goods including all legal and other expenses.
4 Risk of loss or damage to the goods shall pass to the customer from the time the goods are off-loaded or discharged by the company’s employees or agents at the place of delivery appointed by the Customer.
5 The Company reserves the right, without further notice, to charge interest on any account not paid pursuant to the terms agreed: such interest shall be calculated at the rate of 4% above the Bank of England base lending rate for the time being in force, on a day to day basis. The company also reserves the right to charge interest pursuant to The Late Payment of Commercial Debts (Interest) Act 1998 and The Late Payments of Commercial Debt Regulations 2002 and any subsequent amendments or statutory enactments thereof.
6 (a) Notwithstanding delivery and the passing of risk, the property in the goods shall remain in the Company until the Customer has paid all monies owed to the Company under this or any other contract or otherwise.For Under Bond transactions goods will remain the property of the Company until monies are paid in full and the delivery and receipt of goods has been verified by an authorised registered warehouse.
(b) Until such payment is made the Customer possesses all goods and materials the property in which is vested in the Company by virtue of this clause on a fiduciary basis only and if the Company so requires, the Customer shall store such goods and materials at no cost to the Company so that they are clearly identified as belonging to the company.If payment is overdue the Company may (without prejudice to any of its rights and remedies) recover and resell any or all of such goods and materials and may enter upon the customers premises for that purpose
7 Without prejudice to conditions 4 or 6 hereof, the Customer agrees to indemnify the company against any loss or damage howsoever caused to the goods in his possession, the ownership of which remains or is deemed to remain with the Company.
8 The Company will endeavour to deliver the goods on time but the Company accepts no liability for any loss, damage or consequential loss in respect of the late delivery of goods
9 All price lists are subject to alterations without notice and the Company reserves the right to invoice at prices ruling at the date of despatch irrespective of the late delivery of the goods
10 Deliveries will only be made to persons or bodies authorised by law to sell or provide intoxicating liquor.
11 The Company shall not in any circumstances be liable for any goods damaged considered defective unless such damage or defect in goods is reported by notice in writing to the Company and carriers, if any concerned within 2 days of receipt of goods by the Customer. In the event of non-delivery of the goods in whole or in part, the Company shall not be liable unless notice in writing of such non-delivery reaches the Company within 2 days of the date of issue of the invoice relating to the goods.
12 Descriptive matter published by the Company relevant to goods offered for sale does not form part of any contract of sales for the same.
13 The Company will not be bound by any clerical or arithmetical error occurring in any delivery document, invoice or statement of account issued by it.
14 The Company does not recognise any terms and conditions of contract supplied by the Customer, unless specifically acknowledged and agreed in writing by a director. Execution of, compliance with, or implementation of orders does not imply acceptance of the Customers terms and conditions.
15 By placing an order with the Company the Customer therefore confirms that they hold all necessary licences, consents and authorisations (including but not limited to a valid and subsisting liquor licence in accordance with the Licensing (NI) order 1996) as necessary for the carrying on of the Customer's business from time to time and for the purchasing of goods for the company. The Customer agrees to idemnify the Company against all claims, losses and damage suffered or incurred by the Company arising out of or in connection with the Customer's failure to comply with this clause 15.
16 In the event that any provision herein shall be held to be invalid or void at law, it shall be severed and the remainder of the terms and conditions will remain valid as between the Company and its Customers.