The customer’s attention is drawn in particular to the provisions of clause 8.
|Business Day||a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.|
|Business Hours||the period from 7.30 am to 4.00 pm on any Business Day.|
|Conditions||the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.|
|Customer||the person or firm who purchases the Goods from the Supplier.|
|Force Majeure Event||an event, circumstance or cause beyond a party’s reasonable control.|
|Goods||the goods (or any part of them) set out in the Order Confirmation.|
|Non-Online Order||the Customer’s order for the Goods, as set out in an email from the Customer to the Supplier or as described to the Supplier over the phone.|
|Online Account||the Customer’s account on the Supplier’s site.|
|Online Order||the Customer’s order for the Goods made via the Customer’s Online Account.|
|Order||a Non-Online Order or an Online Order.|
|Supplier||Peter Graham Wines Limited (registered in England and Wales with company number 03938079 and registered office at Unit 2, Gales Business Park, Ayton Road, Wymondham, Norfolk NR18 0QQ. VAT number is 688 7309 74.|
1.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2 A reference to a party includes its successors and permitted assigns.
1.2.3 Any words following the terms including, include, in particular or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
1.2.4 A reference to writing or written includes email but not fax.
2. Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 The Customer warrants and represents that it is acquiring the Goods for the purposes of a business and is not dealing with the Supplier as a consumer.
2.3 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 10 Business Days from its date of issue.
2.4 These Conditions and the Contract are made only in the English language.
3. ORDERS AND RETURNS
3.1 An Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of an Order are complete and accurate. The Supplier’s online order process allows the Customer to check and amend any errors before submitting an Online Order.
3.2 Where the Customer places an Online Order, the Customer will receive an email from the Supplier acknowledging receipt. Please note that this does not mean that the Order has been accepted. The Supplier’s acceptance of the Customer’s Order will take place as described in clause 3.3.
3.3 The Supplier’s acceptance of the Customer’s Order takes place when the Supplier sends an email to the Customer to accept it (Order Confirmation), at which point and on which date a contract between the Customer and the Supplier for the sale and purchase of the Goods in accordance with these Conditions will come into existence (the Contract).
3.4 All Goods are subject to availability. Subject to clause 3.5 below, in the event that the Customer’s Order cannot be fulfilled, the Customer will not be charged, or will be provided with an appropriate refund if payment for the Goods has already taken place.
3.5 The Supplier reserves the right, unless specifically agreed otherwise between the parties in an Order Confirmation, to substitute the Goods with goods of a similar type, if the Goods ordered by the Customer are not available, or are only partially available.
3.6 If specifically agreed between the parties in writing at the time the Customer places an Order, that any relevant Goods are provided on a “Sale or Return” basis, the Customer shall be entitled to return up to 25% of the Goods purchased under that Order (once only) within 28 days from the date of delivery of such Order, provided that any such returns must comprise only unopened cases of such Goods (the Returned Goods). The Customer shall notify the Supplier (in writing) of its wish to return such Goods within such 28 day period (a Return Request) in return for a refund (less any collection charges) of the charges paid for the Goods returned.
3.7 Following receipt of a Return Request, the Supplier will contact the Customer to arrange a date for collection of the Returned Goods. The Supplier will inspect the Returned Goods at the time of collection from the Customer, and if the Supplier determines (in its sole discretion) that any of the Returned Goods are not in a saleable condition, it may refuse to accept the return of such damaged Goods. The price of any Returned Goods returned (and accepted by the Supplier) pursuant to a Return Request will be refunded within 14 days of collection by the Supplier.
3.8 Where any Goods are returned by the Customer to the Supplier pursuant to clauses 3.6 and 3.7, the Customer shall co-operate in good faith with the Supplier, and the Supplier’s designated courier (as advised by the Supplier to the Customer from time to time), with respect to any actions reasonably required by such courier, and communicated to the Customer by the Supplier or the courier, in terms of packing and labelling such Goods for collection and return to the Supplier.
4. DELIVERY, TITLE & RISK
4.1 Unless otherwise agreed in writing by the Supplier at the time the Customer places an Order, the Supplier will only deliver Goods to addresses in the United Kingdom.
4.2 For each Order, the Supplier shall include a delivery note that shows the date of the Order, the type and quantity of the Goods and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.3 Subject to clause 4.4, the Supplier shall deliver the Goods to the location set out in the Order Confirmation or such other location as the parties may agree (Delivery Location) and shall use reasonable endeavours to deliver the Goods within 7 Business Days of the Supplier sending an Order Confirmation to the Customer (Delivery Period).
4.4 If agreed between the parties in writing, the Customer may collect the Goods from the Supplier’s premises at Unit 2 Gales Business Park, Ayton Road, Wymondham, Norfolk, NR18 0QQ, or such other location as may be advised by the Supplier prior to collection (Collection Location) within 7 Business Days of the Supplier notifying the Customer that the Goods are ready (Collection Period).
4.5 Delivery is completed on the completion of unloading of the Goods at the Delivery Location, or if clause 4.4 applies, on completion of loading of the Goods at the Collection Location.
4.6 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay or failure in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.7 If the Customer fails to (i) accept delivery of the Goods during the Delivery Period; or (ii) collect the Goods during the Collection Period (as applicable) then:
4.7.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the final Business Day of the Delivery Period or the Collection Period (as applicable); and
4.7.2 the Supplier shall store the Goods until actual delivery or collection takes place, and charge the Customer for all related costs and expenses (including insurance).
4.8 The risk in the Goods shall pass to the Customer on completion of delivery.
4.9 Title to the Goods shall not pass to the Customer until the earlier of:
4.9.1the Supplier receiving payment in full (in cash or cleared funds) for the Goods in which case title to the Goods shall pass at the time of payment; and
4.9.2 the Customer reselling the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 4.11.
4.10 Until title to the Goods has passed to the Customer, the Customer shall:
4.10.1store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
4.10.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
4.10.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
4.11 Subject to clause 4.12, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
4.11.1 it does so as principal and not as the Supplier’s agent; and
4.11.2 title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
4.12 At any time before title to the Goods passes to the Customer, the Supplier may:
4.12.1 by notice in writing, terminate the Customer’s right under clause 4.11 to resell the Goods or use them in the ordinary course of its business; and
4.12.2 require the Customer to deliver up all Goods in its possession that have not been resold, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
5.1 The Supplier warrants that on delivery, the Goods shall conform in all material respects with their description (subject to clause 3.5); and, be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
5.2 If the Goods are in breach of the warranty in clause 5.1, then subject to clause 5.3 and clause 5.4, the Supplier shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Customer must:
5.3.1 give notice in writing to the Supplier within:
18.104.22.168 2 Business Days of delivery if any of the Goods are obviously damaged or missing;
22.214.171.124 3 months of delivery if some or all of the Goods do not comply with the warranty set out in clause 5.1; and,
5.3.2 if so requested by the Supplier, (i) give the Supplier a reasonable opportunity of examining such Goods; and (ii) return such Goods to the Supplier’s place of business, or arrange for collection of the faulty Goods by the Supplier, at the Supplier’s cost.
5.4 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 if:
5.4.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 5.3;
5.4.2 the defect arises because the Customer failed to follow good trade practice regarding the storage and use of the Goods.
5.5 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any replacement Goods supplied by the Supplier.
6.1 For Non-Online Orders, the price of the Goods shall be the price set out in the Order Confirmation.
6.2 For Online Orders, the prices of the Goods will be as quoted on the Supplier’s site at the time the Customer submits an order. The Supplier takes all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 6.5 for what happens if the Supplier discovers an error in the price of Goods ordered.
6.3 The price of Goods excludes (i) any amounts due in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate; and (ii) the costs and charges of packaging, insurance and delivery (if applicable) of the Goods payable by the Customer in addition to the price of Goods ordered and VAT.
6.4 For Online Orders, delivery charges are as advised to the Customer during the check-out process, before the Customer confirms its order.
6.5 The Supplier sells a large number of Goods through its site. It is always possible that, despite its best efforts, some Goods on the site may be incorrectly priced. The Supplier will normally check prices as part of the dispatch procedures so that:
6.5.1 where the Goods’ correct price is less than the price stated on the site, it will charge the lower amount when dispatching the Goods to the Customer; and
6.5.2 if the Goods’ correct price is higher than the price stated on the site, the Supplier will contact the Customer as soon as possible informing them of this error and giving the option of continuing to purchase the Goods at the correct price or cancelling the order. The Supplier will not process the order until the Customer has given its instructions. If the Supplier is unable to contact the Customer using the contact details provided during the order process, it will treat the order as cancelled and notify the Customer in writing. However, if the Supplier mistakenly accepts and processes an order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, the Supplier may cancel supply of the Goods and refund the Customer any sums already paid.
7.1 Subject to clause 7.2, the Supplier may invoice the Customer for the Goods on or at any time after Order Confirmation. The Customer shall pay each invoice submitted by the Supplier within 14 days of the date of the invoice in full and in cleared funds to a bank account nominated in writing by the Supplier.
7.2 Where the parties have agreed, on setting up the Customer’s Online Account, that the Customer shall pay for Online Orders in advance:
7.2.1 the Customer shall pay for Goods using a debit card or credit card via the online system on the Supplier’s site. The Supplier accepts all cards with the exception of AMEX and diners club which are not accepted; and
7.2.2 payment for the Goods and all applicable delivery charges is in advance. The Supplier will not charge the debit card or credit card until it dispatches the Goods.
7.3 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.2 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
7.4 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Limitation of liability
8.1 The restrictions on liability in this clause 8 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
8.2.1 death or personal injury caused by negligence;
8.2.2 fraud or fraudulent misrepresentation;
8.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
8.2.4 defective products under the Consumer Protection Act 1987.
8.3 Subject to clause 8.2, the Supplier’s total liability to the Customer shall not exceed the amount paid by the Customer for the Goods in the Order under which the claim arose.
8.4 Subject to clause 8.2, the following types of loss are wholly excluded: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and indirect or consequential loss.
9.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
9.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;
9.1.2 the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
9.1.3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
9.1.4 the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
9.2 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
9.3 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
10. Force majeure
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.
11.1 Assignment and other dealings. The Supplier may assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Supplier.
11.2 Severance. If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Conditions.
11.3 Entire agreement. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
11.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.5 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
11.6 Notices. Any notice given to a party under or in connection with the Contract shall be in writing and shall be sent by email to the email addresses (or an email address substituted in writing by the party to be served) set out below, and such notice shall be deemed to have been received at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
Customer: as confirmed by the Customer on Order placement.
11.7 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11.8 Governing law and Jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.