1
TERMS AND CONDITIONS
RELATING TO THE PURCHASE OF WINES BY ‘OUR SOMMELIER LTD’.
- INTERPRETATION
1.1 These are the definitions and rules of interpretation which will apply in these Terms.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Buyer: the individual (Private Client), or Wine Merchant that purchased your wines.
Confirmation: the confirmation we will send to you to confirm we would like to buy the Wines from you for the Price which will specify the Delivery Date and Delivery Location or, where we are arranging for the carriage of the Wines, their collection point and date for collection.
Contract: the contract between you and us incorporating these Terms which comes into effect in accordance with clause 2.3.
Delivery: completion of delivery of the Wines specified in an Order Confirmation in accordance with clause 3.1.
Delivery Date: the date by which we would like you to delivery the Wines to the Delivery Location specified in the Confirmation.
Delivery Location: the Warehouse or such other location as we may specify in the Confirmation.
Enquiry: an enquiry you make via the Website or through our office by one of our staff.
Force Majeure Event: has the meaning given in clause 12.1.
In-bond: held in a bonded warehouse in England.
Price: the price at which we would like to buy the Wines from you specified in the Confirmation.
Satisfactory Condition Report: a condition report prepared by the Warehouse indicating that the Wines are free from imperfections.
VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.
Warehouse: the bonded warehouse operated by Eton Park – London City Bond, Derby Road, Burton-Upon-Trent, Staffordshire, DE14 1RY.
We, us and our: Our Sommelier Ltd, a company incorporated and registered in England and Wales with company number 8372592 whose registered office is at 44-50 Royal Parade Mews, Blackheath, London, SE3 0TN.
Website: www.oursommelier.com
Wines: Wines supplied to us by you in accordance with these Terms which are the subject of a Confirmation.
You and your: the person, firm or corporation whose details are shown in the Enquiry.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having
separate legal personality).
1.3 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Contract and shall include all subordinate legislation made as at the date of the Contract under that statute or statutory provision.
1.5 A reference to writing or written includes read-receipted or acknowledged email.
1.6 Any obligation in these Terms on a person not to do something includes an obligation not to agree or allow that thing to be done.
- BASIS OF CONTRACT [TO SELL YOUR WINES]
2.1 You can submit an Enquiry via the Website or through our Sales team at the office during office hours.
2.2 When you submit an Enquiry, we will issue a quote stating the period in which it will remain valid. If you are happy with the Price, you can opt to sell the Wines to us.
2.3 We will then issue a Confirmation at which point the Contract shall come into existence.
2.4 If we fail to issue a Confirmation the Price shall cease to be valid.
2.5 These Terms shall apply to each Confirmation until all obligations under them have been
satisfied in full.
- BASIS OF CONTRACT [BUYING WINES]
3.1 A wine sales invoice will be raised specifying the product, total bottles, and price.
3.2. The settlement date is 14 days unless otherwise agreed by us.
3.3 You are responsible for any delivery charges, VAT, and fees issued by the warehouse for the release of your wine purchase from the warehouse.
3.4 You will provide us with the delivery address of your ‘In Bond’ reserve account reference and warehouse, or an out-of-bond delivery address.
3.5 We will not be held responsible for the loss or claim should you advise us of an incorrect delivery address, or if the Warehouse has made an error.
3.6. If we, or the Warehouse has made an error in delivering your wine; we will take reasonable steps to investigate, and redeliver your wine at our earliest opportunity.
- DELIVERY [RECEIVING YOUR WINE]
4.1 Unless we have otherwise agreed, we would like you to arrange to deliver and unload the Wines to the Delivery Location by the Delivery Date.
4.2 If you would like to deliver the Wines by instalments please contact us to confirm this is okay. If you do deliver the Wines in instalments, we reserve the right to pay for each instalment separately.
4.3 If you have been unable to deliver the Wines by the Delivery Date, then, unless we have otherwise agreed in writing, we reserve the right to terminate the Contract with immediate effect without any liability to you.
- ACCEPTANCE AND DEFECTIVE WINES
5.1 We will not be deemed to have accepted any Wines until we have had a reasonable opportunity to inspect the Wines following their delivery and have obtained a Satisfactory Condition Report.
5.2 If any Wines do not obtain a Satisfactory Condition Report, we reserve the right to reject those Wines in which case you shall be responsible for collecting them from the Delivery Location at your own cost, unless otherwise agreed.
- TITLE AND RISK [WHEN RECEIVING YOUR WINE TO SELL]
6.1 The risk in Wines delivered to us shall pass to us on Delivery.
6.2 Title to Wines delivered to us shall pass to us upon payment to you.
- TITLE AND RISK [WHEN SELLING WINES TO YOU]
7.1 The risk in Wines delivered to you shall pass to you upon Delivery. Collection of your wines by you, or a designated third party from our warehouse, is considered delivered.
7.2 Title to Wines shall pass to you upon receiving full cleared payment into our bank account.
- PRICE
8.1 The Price is exclusive of amounts in respect of VAT and duty. We shall, on receipt of a valid VAT invoice from you, pay to you such additional amounts in respect of VAT as are chargeable on a supply of Wines.
8.2 The Price is exclusive of the costs of packaging and insurance of Wines before risk passes to
- Where the Wines are In-bond, we shall pay for the cost of carriage of Wines to the Delivery Location. Where the Wines are not In-bond, the cost of carriage of the Wines to the Delivery Location shall be paid by you unless otherwise agreed by us in the Confirmation.
- TERMS OF PAYMENT
9.1 You shall be entitled to invoice us for the Wines at any time after Delivery.
9.2 We shall pay invoices in full within 5 Business Day of the date on which we obtain payment from ‘The Buyer’.
- LIMITATION OF LIABILITY
10.1 This clause sets out our entire financial liability to each other (including any liability for the acts or omissions of our respective employees, agents and subcontractors) in respect of:
(a) any breach of these Terms; and
(b) any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms. 10.2 Nothing in these Terms shall limit or exclude our liability to each other for:
(a) death or personal injury resulting from negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) breach of section 2 of the Consumer Protection Act 1987; or
(e) the deliberate default or wilful misconduct of either of us, our respective employees, agents or subcontractors.
10.3 Without prejudice to clause 8.2, we shall be liable to each other, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
(a) loss of profit; or
(b) loss of goodwill; or
(c) loss of business; or
(d) loss of business opportunity; or
(e) loss of anticipated saving; or
(f) loss or corruption of data or information; or
(g) special, indirect or consequential damage or loss suffered by either of us that arises under or in connection with these Terms.
10.4 Without prejudice to clause 8.2 or clause 8.3, Our total liability arising under or in connection with these Terms, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited for non-payment of invoices for Wines purchased, to the amount unpaid.
- ASSIGNMENT AND OTHER DEALINGS
11.1 Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).
- FORCE MAJEURE
12.1 Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause); and interruption or failure of utility service.
12.2 Provided it has complied with clause 10.4, if either of us is prevented, hindered or delayed in or from performing any of our obligations under these Terms by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of these Terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance those obligations shall be extended accordingly.
12.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
12.4 The Affected Party shall:
(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
12.5 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than six weeks, the party not affected by the Force Majeure Event may terminate these Terms by giving one weeks’ written notice to the Affected Party.
- GENERAL
13.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or partprovision shall be deemed deleted. Any modification to or deletion of a provision or partprovision under this clause shall not affect the validity and enforceability of the rest of these Terms.
13.2 If any provision or part-provision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.3 At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to these Terms.
13.4 No variation of these Terms shall be effective unless it is in writing.
13.5 A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default
13.6 A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
13.7 Any notice given to a party under or in connection with these Terms shall be in writing and shall be sent by e-mail to the addresses specified in the Enquiry.
13.8 Any notice shall be deemed to have been received at the time of transmission.
13.9 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
13.10 These Terms constitutes the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.11 Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
13.12 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
13.13 Nothing in this clause shall limit or exclude any liability for fraud.
13.14 Except as expressly provided in these Terms, a person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
13.15 These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales
13.16 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).
