Term and Conditions of Sale

The Nottingham Brewery (2023) Ltd Terms and Conditions of Sale

 

1. Contracts

All orders are accepted subject to these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification, or other document. No order shall be binding unless confirmed by us in writing which shall set out the quantity of the goods to be delivered under our contract with you. It is deemed that all Retention to Title clauses (No. 10) have been agreed expressly prior to the issue of the order confirmation in writing.

2. Quotations

All quotations are subject to withdrawal or amendment by us at any time prior to actual receipt by us or an order for goods referred to therein. Clerical errors are subject to correction.

3. Prices

(i) The price(s) are given in good faith and are those ruling at this date. All prices are subject to market fluctuations and revision and actual price(s) to be paid by the Buyer shall be the Sellers price ruling at the date of dispatch.

(ii) Where an order is received for a quantity less than quoted for or where delivery is required in instalments smaller than those specified in the quotation prices may be subject to an increase.

(iii) The Seller may recover those goods at any time from the Buyer if in his possession, if the amount outstanding from the Buyer to the Seller in respect to goods supplied shall remain unpaid after the due date for payment has passed; and for that purpose the Seller, his servants and agents may for the purpose of recovery of its own goods enter upon all premises, land or building upon which the goods are stored or where they are reasonably thought to be stored to recover the same.

4. Instalments

Unless goods are ordered for delivery by instalments, each instalment shall be deemed to be a separate contract unless otherwise agreed in writing.

5. Delivery

Unless otherwise agreed in writing, delivery of the goods shall take place at the Buyer's place of business. Any dates specified by us for delivery of the goods are intended to be an estimate and time of delivery shall not be made of the essence. Any liability for non-delivery of the goods shall be limited to replacing the goods within a reasonable time or issuing a credit note against any invoice raised for such goods.

6. Payment

Subject to satisfactory references being given, payment to be made within 14 days of the date of collection or delivery unless agreed otherwise; if not, payment to be made against proforma invoice.

(i) No discounts or other deductions will be allowed unless otherwise agreed on an order.

(ii) If payment is not so made the Seller may without prejudice to any other of its rights under these conditions charge interest on the amount of the price, then outstanding at a rate of 3% per annum above the Base Rate of Barclays Bank PLC accruing daily until payment is made, whether before or after any judgment.

(iii) If payment is not so made by the due date the Seller shall be entitled to suspend deliveries, collections and by notice in writing to the Buyer cancel all future orders but without prejudice to any rights which have been accrued to the Seller prior to such notice.

7. Claims

No liability is accepted for any claims for short delivery or damage unless notified to us within 3 clear days of the delivery and in the event of damage the documents must be marked accordingly.

8. Limitation of Liability

All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the contract. The Seller shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect, or consequential, or any claims for consequential compensation whatsoever (however caused) which arise out of or in connection with the contract. Nothing in these conditions excludes or limits the liability of the Seller for death or personal injury caused by the Seller's negligence. Subject to the foregoing the Seller's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the contract shall be limited to the contract price.

9. Retention of Title

The Seller and Buyer expressly agree that until the Seller has been paid in full for the goods comprised in this or any other contract between them: the goods comprised in this contract remain the property of the Seller (although the risk therein passes to the Buyer when the goods are delivered to the Buyer) until such time as the Buyer shall have paid to the Seller the agreed price together with the full price of any other goods the subject of any other contract with the Seller.

(i) Legal title to the goods shall not pass to the Buyer unless the Seller has been paid in full, and legal title shall not pass to the Buyer until all sums due to the Sellers account have been paid.

(ii) The Seller may recover those goods at any time from the Buyer if in his possession, if the amount outstanding from the Buyer to the Seller in respect to goods supplied shall remain unpaid after the due date for payment has passed; and for that purpose the Seller, his servants and agents may for the purpose of recovery of its own goods enter upon all premises, land or building upon which the goods are stored or where they are reasonably thought to be stored to recover the same.

(iii) The Buyer acknowledges that the Buyer is in possession of the goods solely as a bailee for the Seller until such time as the full price thereof are paid to the Seller together with the full prices of any goods the subject of any other contract with the Seller.

(iv) In the course of his business for the account of the Seller (but any warranties, conditions or representations) given or made by the Buyer to any third party shall not be binding on the Seller who shall be indemnified by the Buyer with respect there to and to pass good title to the goods to his customer being a bona fide purchase for value without notice of Seller's rights.

(v) The Buyer has the rights to re-sell the goods in the course of his business for the account of the Seller (but any warranties, conditions or representations given or made by the Buyer to any third party shall not be binding on the Seller who shall be indemnified by the Buyer with respect there to) and to pass good title to the goods to his customers being bona fide purchase for value without notice of the Seller's rights.

(vi) In the event of such re-sale the Buyer has fiduciary duty to the Seller to account to the Seller for the proceeds but may retain there from any excess of such proceeds over the amount outstanding under this or any other sales contract between them and the Seller has the additional right to recover the Buyer's price directly from the Buyer's customer to the extent unpaid; if the Seller avails himself of such rights the Seller will account to the Buyer for any such excess as aforesaid less any expenses incurred by the Seller in respect of such recovery;

(vii) Nothing in this condition shall confer any right upon the Buyer to return the goods sold hereunder or to refuse or delay payment therefore unless otherwise agreed.

10. Force Majeure

The Seller shall not be liable for failing to perform the contract whether in whole or in part if the failure is caused by any inability to secure labour, materials or supplies, act of God, riot or civil commotion, strike, lock-out, fire, flood, drought, pandemic, act of government or any cause, whether or not similar in kind to all or any of the foregoing, outside the Seller's control and shall have the rights by notice in writing to the Buyer to rescind the contract or to elect to vary the contract as may in the Sellers opinion be necessary.

11. Governing Law

The contract 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 English law, and the parties submit to the exclusive jurisdiction of the English courts.