Terms & Conditions

1. Definitions


Conditions: The terms and conditions set out in this contract:
Contract: The agreement between The Rare and Fine Wine Co Ltd. and the customer for the sale and purchase of the Products in accordance with these conditions.
Customer: The business or person who purchases the Products from The Rare and Fine Wine Co Ltd
Products: The products set out in the Sales Order confirmation.
Delivery Location: The place specified in the Invoice and if no place specified, determined in accordance with clause 5.
Supplier: The supplier is The Rare and Fine Wine co Ltd. (registered in England and Wales. Company registration no. 03005091.
Note: The Rare and Fine Wine Co. Ltd. will be referenced as RFW in the contract.

2. Basis of Contract


The terms and conditions set out in this document.

The business who purchases the Products from The Rare and Fine Wine Co Ltd.
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.

 

  1. The Customer’s order for the Products constitutes an offer by the Customer to purchase the Products in accordance with these Conditions. The Customer is responsible for ensuring that its order is complete and accurate.
  2. The Customer’s order shall only be deemed to be accepted when RFW issues a written Sales Order Confirmation/proforma invoice/invoice, at which point the Contract shall come into existence.
  3. The Customer shall not have any right to cancel the Contract without RFW’s written consent once a Sales Order Confirmation is issued by RFW.
  4. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
  5. Any samples, drawings, descriptive matter or advertising produced by RFW and any descriptions or illustrations contained in RFW’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products referred to in them. They shall not form part of the Contract nor have any contractual force and Seller shall have no right to object to deviations in external appearance or otherwise as is customary for the products in question.
  6. All offers, including verbal offers or other declarations made by RFW, its representatives, employees and/or other associates shall not constitute an offer, are completely free of obligation and do not oblige RFW in any way to conclude a Contract with the Customer.

3. Products

  1. The Products are the items described in RFW Sale’s Order Confirmation.

4. Products Identified As Not Cleared For Sale in the UK and EEA

  1. Some Products offered/sold by RFW will be clearly identified as Not Cleared For Sale In the UK and EEA.
  2. Products identified as Not Cleared For Sale In the UK and EEA are not in free circulation within the EU/EEA and/or UK. The Trade Mark owner’s rights to control the import and sale of those Products may not be exhausted in the EU/EEA and/or UK or in other territories. It is the sole responsibility of the Customer to ascertain whether the trade mark owner consents to the Products being put into circulation in any market, or alternatively that the trade marks owner’s rights are exhausted BEFORE taking any steps to market or sell the Products.
  3. The Customer guarantees that the Products identified as Not Cleared For Sale In the UK and EEA will keep the same customs status with which RFW has sold them, and the Products will not be released for circulations within the EEA or any other territory where trade mark owner’s rights are not exhausted.
  4. The Customer shall indemnify RFW against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties, duty, levy and legal and other professional costs and expenses) suffered or incurred by RFW arising out of or in connection with Customer’s breach of Clause 4.3. This clause 4.4 shall survive termination of the Contract.

5. Delivery

  1. The Delivery Location shall be specified in the Invoice. If no location is specified in the Invoice, delivery shall be deemed to be made at the place where the Products are held by RFW or a third party for RFW and the Customer has been notified that the Products are ready for delivery at that place.
  2. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. RFW shall not be liable for any delay in delivery of the Products that is caused by an event outside its control.
  3. If RFW fails to deliver the Products, and no new delivery date can be agreed the Customer’s only right is to cancel the order and be entitled to a refund of the purchase price paid without interest or costs. In no circumstances is RFW liable for the costs of obtaining replacement Products.
  4. If the Customer fails to take or accept delivery of the Products within seven business days of RFW notifying the Customer that the Products are ready, then, except where such failure or delay is caused by a Force Majeure Event or RFW’s failure to comply with its obligations under the Contract in respect of the Products:
    4.1. delivery of the Products shall be deemed to have been completed at 9.00 am on the seventh Business Day after the day on which RFW notified the Customer that the Products were ready; and
    4.2. RFW shall store the Products until actual delivery takes place and charge the Customer for all related costs and expenses (including insurance).
  5. If fourteen Business Days after the day on which RFW notified the Customer that the Products were ready for delivery the Customer has not taken or accepted actual delivery of them, RFW may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Products or charge the Customer for any shortfall below the price of the Products.
  6. RFW may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

6. Quality, Inspection, complaints and liability

  1. RFW is a specialist seller of fine wines and spirits and other products that sometimes have been in circulation for many years, and in some cases, decades. In those cases, the Customer should expect to see imperfections such as marks on bottles, minor tears to labels, scuffs and tags on boxes, dents in tubes and other minor imperfections) on items purchased from RFW. Where you have purchased products from us then you accept that these Products may be subject to defects, imperfections, shortages, damage and normal wear and tear. You accept that Products will be in the condition to be expected having regard to their age, provenance and nature or where we have notified you of any such condition or defect.
  2. Complaints regarding directly observable defects apparent on inspection of the Products must be made in writing within 48 hours of Customer receiving and inspecting (or could have inspected) the Products visually. Complaints regarding other defects shall be made in writing within 24 hours after their disclosure, but no longer than within 2 weeks of Delivery, or else any claim will be null and void. Any complaint shall include a complete description of alleged defects along with images.
  3. Subject to clause 9, if:
    3.1. the Customer gives notice in writing to RFW in accordance with Clause 6.2; and
    3.2. RFW is given a reasonable opportunity of examining such Products; and
    3.3. the Customer (if asked to do so by RFW) returns such Products to RFW’s place of business at their cost,
  4. If the complaint is justified, RFW shall, at its option and discretion, repair or replace the allegedly defective Products, or refund some or all the price of the allegedly defective Products.
    4.1. Except as provided in this clause 6, and subject to Clause 9 and 6.5, RFW shall have no liability to the Customer in respect of the Products’ alleged failure to comply with the description of the Products as set out in the Order Confirmation.
    4.2. 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.

7. Title and risk

  1. The risk in the Products shall pass to the Customer on completion of delivery.
  2. Title to the Products shall not pass to the Customer until RFW receives payment in full (in cash or cleared funds) for the Products and any other Products that RFW has supplied to the Customer in which case title to the Products shall pass at the time of payment of all such sums;
  3. Until title to the Products has passed to the Customer, the Customer shall:
    3.1. store the Products separately from all other Products held by the Customer so that they remain readily identifiable as RFW’’s property;
    3.2. not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
    3.3. maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
    3.4. notify RFW immediately if it becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.4; and
  4. At any time before title to the Products passes to the Customer, RFW may require the Customer to deliver up all Products in its possession and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

8. Price and Payment

  1. The price of the Products shall be the price set out in the Order Confirmation.

  2. The price of the Products:
    2.1. unless expressly set out in the invoice excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to RFW at the prevailing rate, subject to the receipt of a valid VAT invoice; and
    2.2. unless expressly set out in the invoice the price excludes the costs and charges of packaging, insurance and transport of the Products, which shall be invoiced to the Customer. In the event of En Primeur sales they will be invoiced when the wines become physically available.

  3. Unless other payment terms are expressly set out in the invoice, the Customer shall pay each invoice submitted by RFW:
    1. on presentation of the invoice; and

    2. in full and in cleared funds to a bank account nominated in writing by RFW, time for payment shall be of the essence of the Contract.
    3.1. If the Customer fails to make a payment due to under the Contract by the due date, then, without limiting RFW’s remedies under clause 10:
    3.1.1. RFW may exercise a lien over any goods that the Customer has already paid for but have not yet been delivered. Once a lien is exercised Customer has twenty-one (21) days to pay any sums due. If any sums due are not paid during that period then the goods on hold may be sold and the proceeds applied to the outstanding debt. Any legal expenses and interest will be deducted from the proceeds of sale and any remainder remitted to Customer.
    3.1.2. the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause 8.4 will accrue on a daily basis at 4% a year above the Bank of England’s base rate from time to time.
    3.2. All amounts due to RFW under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding.
    3.3. RFW shall be authorised to set off any amounts claimed by it against Customer or any Parties associated with Customer, against amounts Claimed by Customer from RFW irrespective of the fact whether the amounts concerned are due for payment.

9. Limitation of Liability

  1. The restrictions on liability in this clause 9 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

  2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
    2.1. death or personal injury caused by negligence;
    2.2. fraud or fraudulent misrepresentation;
    2.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
    2.4. defective products under the Consumer Protection Act 1987.

  3. Subject to clause 9.2, RFW’s total liability to the Customer shall not ever exceed the price paid for the order to which the claim relates.

  4. Subject to clause 9.2, the following types of loss are wholly excluded:
    4.1. loss of profits;
    4.2. loss of sales or business;
    4.3. loss of agreements or contracts;
    4.4. loss of anticipated savings;
    4.5. loss of or damage to goodwill; and
    4.6. indirect or consequential loss.

  5. This clause 9 shall survive termination of the Contract.

10. Termination

  1. Without limiting its other rights or remedies, RFW may terminate each Contract with immediate effect by giving written notice to the Customer if:
    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 that party being notified in writing to do so;
    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;
    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
    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.

  2. Without limiting its other rights or remedies, RFW may suspend provision of the Products under the Contract or any other contract between the Customer and RFW if the Customer becomes subject to any of the events listed in clause 10.1.2 to clause 10.1.4, or RFW reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

11. Force majeure

Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for eight weeks, the party not affected may terminate this agreement by giving seven days’ written notice to the affected party without any liability or obligation to pay compensation.

12. Law and Jurisdiction:

  1. Governing law. 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.

  2. Jurisdiction. 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.