Terms & Conditions For Business Customers
BROADLAND WINERIES TERMS AND CONDITIONS
This agreement applies as between you, the User of this Web Site and Broadland Wineries Ltd, the owner(s) of this Web Site. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Web Site. If you do not agree to be bound by these terms and conditions, you should stop using the Web Site immediately.
Your use of this site or the services provided on it will constitute your acceptance of all the terms and other notices herein. Once accepted, the terms and notices will constitute a binding agreement. The company reserves the right to deny access to a user where there is reasonable suspicion of violation of any law by the user.
1. Definitions and Interpretation
In this Agreement the following terms shall have the following meanings:
"Content" means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Web Site;
"Service" means collectively any online facilities, tools, services or information that Broadland Wineries Ltd makes available through the Web Site either now or in the future;
"Premises" means our place(s) of business located at The New Winery, Chapel Street, Norwich, Norfolk, NR10 4BG (Registered No 859081)
"System" means any online communications infrastructure that Broadland Wineries Ltd makes available through the Web Site either now or in the future. This includes, but is not limited to, web-based email, message boards, live chat facilities and email links;
"User" / "Users" means any third party that accesses the Web Site and is not employed by Broadland Wineries Ltd and acting in the course of their employment; and "Web Site" means the website that you are currently using (www.broadland-wineries.com) and any sub-domains of this site unless expressly excluded by their own terms and conditions.
2. Intellectual Property
All copyright, database rights, trademarks (including the Broadland Wineries ® trademark) and any other intellectual property rights in and to the content on this website, such as text, graphics, logos, banners, images, buttons, underlying source code and software, is the sole property of Broadland Wineries, or the applicable licensor/ our affiliates or other relevant third parties. By continuing to use the Web Site you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.
You may not reproduce, copy, distribute, store or in any other fashion re-use material from the Web Site unless otherwise indicated on the Web Site or unless given express written permission to do so by Broadland Wineries Ltd
3. Third Party Intellectual Property
Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the Broadland Wineries Ltd.
You may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Web Site or unless given express written permission to do so by the relevant manufacturer or supplier.
4. This Web Site may contain links to other sites
Unless expressly stated, these sites are not under the control of Broadland Wineries Ltd or that of our affiliates. We assume no responsibility for the content of such web sites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Web Site does not imply any endorsement of the sites themselves or of those in control of them. The linked pages are provided for the convenience of our website users only and do not constitute an approval of their services or practices.
5. Links to this Web Site
Those wishing to place a link to this Web Site on other sites may do so only to the home page of the site http://broadland-wineries.com without prior permission. Deep linking (i.e. links to specific pages within the site) requires the express permission of Broadland Wineries Ltd. To find out more please contact us by email at email@example.com or The New Winery, Chapel Street, Norwich, Norfolk, NR10 4BG
6. Use of Communications Facilities & Conduct
6.1 When using the enquiry form or any other System on the Web Site you should do so in accordance with the following rules:
6.1.1 You must be of legal age to purchase alcohol in the jurisdiction in which you reside (if different) in the jurisdiction in which you are accessing the website.
6.1.2 You must not use obscene or vulgar language;
6.1.3 You must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
6.1.4 You must not submit Content that is intended to promote or incite violence;
6.1.5 It is advised that submissions are made using the English language as we may be unable to respond to enquiries submitted in any other languages;
6.1.7 You must not impersonate other people, particularly employees and representatives of Broadland Wineries Ltd or our affiliates; and
6.1.8 You must not use our System for unauthorised mass-communication such as "spam" or "junk mail".
6.1.9 You must not disrupting, interfering or abusing any other user’s enjoyment of the site.
6.1.10 You must not obtaining unauthorised access to any part of the site that is restricted from public access.
6.2 You acknowledge that Broadland Wineries Ltd reserves the right to monitor any and all communications made to us or using our System.
6.3 In order to use the enquiry form and any other communication facility that may be added in the future on this Web Site, you are required to submit certain personal details. By continuing to use this Web Site you represent and warrant that:
6.3.1 Any information you submit is accurate and truthful; and
6.3.2 You will keep this information accurate and up-to-date.
7. Site Security
Users of this website are prohibited from violating or attempting to violate the security of the site or services provided herein. Any such violation may result in liability. Violation of the security of the site and services include, without limitation, the following:
7.1 Accessing secured data or using secured services not intended for the particular user.
7.2 Tampering, hacking, modifying or otherwise corrupting the website.
7.3 Transmitting material that contains viruses, trojan horses or worms with the intention of damaging, destroying, disrupting or otherwise impairing the website functionality or the operation of the site.
7.4 Altering any software or computer data or intentionally enabling others to do so.
7.5 Interfering with, intercepting or expropriating data or information on the website.
Broadland Wineries is fully committed to the Data Protection Act 1998, and is dedicated to the privacy of your information. We undertake not to provide your details to a third party except your address details may be provided to a carrier. Unless you have indicated to the contrary we will add your details to our marketing database and from time to time may send you details of offers. We undertake to exclude you should you not wish to receive these at any time in the future.
9.1 Broadland Wineries Ltd makes no warranty or representation that the Web Site will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Services.
9.2 No part of this Web Site is intended to constitute advice and the Content of this Web Site should not be relied upon when making any decisions or taking any action of any kind.
9.3 No part of this Web Site is intended to constitute a contractual offer capable of acceptance. No goods and/or services are sold through this Web Site and product and/or service details are provided for information purposes only.
9.4 Broadland Wineries Ltd has used utmost care to ensure and maintain the accuracy, completeness and currency of information published on this site. The firm, however, takes no responsibility for any errors or omissions.
10. Availability of the Web Site
The Service is provided "as is" and on an "as available" basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
Broadland Wineries Ltd accepts no liability for any disruption or non-availability of the Web Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
11. Limitation of Liability
11.1 To the maximum extent permitted by law, Broadland Wineries Ltd accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Web Site or any information contained therein. Users should be aware that they use the Web Site and its Content at their own risk.
11.2 Whilst every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.
12. No Waiver
In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.
13. Previous Terms and Conditions
In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.
All notices/communications shall be given to us either by post to our Premises (see address above) or by email is firstname.lastname@example.org. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
15. Law and Jurisdiction
These terms and conditions and the relationship between you and Broadland Wineries Ltd shall be governed by and construed in accordance with the Law of England and Wales and Broadland Wineries and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.
Broadland Wineries Ltd reserves the right, at its sole discretion, to change, modify, add or remove any portion of these terms in whole or in part, at any time. Users should check the terms and notices regularly to ensure that they are conversant with changes effected. Your use of the site after any change has been effected will constitute your agreement to such changes.
Full Sales Terms and Conditions
General Conditions of Broadland Wineries Limited
1. Interpretation In these Conditions; “Our, We, Us” means Broadland Wineries Limited whose registered office is at The New Winery, Cawston, Norwich, NR10 4BG (Registered No. 859081) “You, Your(s)” means the person, firm or company who accepts Our quotation (defined below), or whose order for the Goods (as defined below) is accepted by Us; “Goods” means any products and services we supply to you “Conditions” means these standard terms and conditions set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between You and Us; “Contract” means the contract between You and Us for Goods and/or services (as defined below).
2.1 Quotations and offers relating to the Goods contained in Our advertising or sales material shall, unless otherwise stated, be deemed to be invitations to treat. Accordingly We shall sell and You shall purchase the Goods in accordance with any written order of Yours which is accepted by Us subject to these conditions (“the Goods contract”) which shall govern the Goods contract to the exclusion of any other terms and conditions and subject to which any such order is made by You.
2.2 Should you quote a price on your order which is less than a price we have agreed or published to you then we reserve the right to charge at the higher price without prior referral to you.
2.3 No order submitted by You shall be deemed to be accepted by Us unless and until confirmed in writing by Us. No variation to these Conditions shall be binding unless agreed in writing between You and Us.
2.4 Our employees and agents are not authorised to make any representations concerning the Goods or the Services unless such representations are confirmed by Us in writing. You acknowledge that You do not rely on, and agree to waive any claim for breach of, any such representations (unless fraudulent) which are not confirmed by Us in writing
3.1 The price of the Goods shall be the price listed in Our published price list current at the date of acceptance of Your order, unless a separate price has been agreed in writing between You and Us, in which case the latter will prevail. In both circumstance the price is subject to the provision of clause 3.4
3.2 The price is exclusive of any applicable VAT, which You shall be additionally liable to pay to Us.
3.3 We reserve the right, by giving notice to You at any time before delivery, to increase the price of the Goods or the Services to reflect any increases in the cost to Us which is due to any factor beyond Our control, including, without limitation, alteration or levying of any duties, any significant increase in the cost of labour, materials or other costs of supplying the Services, any change in
delivery dates, quantities or specifications for the Goods or Services which is a request by You, or any delay caused by You or any of Your instructions or Your failure to give Us adequate information or instruction.
4. Payment Terms
4.1 We shall be entitled to invoice You for the price of the Goods or Services (as applicable) and all other sums to the paid by You to Us at any time.
4.2 Unless otherwise agreed by us in writing You shall pay the price of the Goods or Services on or before the 20th day of the month following the month in which the date Our invoice falls. The time of payment of the price of the Services shall be of the essence of the Contract.
4.3 If You fail to make any payment on the due date then, without prejudice to any of Our other rights or remedies, We shall be entitled to:
4.3.1 cancel the contract and any other contracts or suspend any deliveries of goods to You; and
4.3.2 appropriate any payment made by You to such of the Goods, or the services or goods supplied under any other contract between You and Us, as We may think fit (notwithstanding any purported appropriation by You); and
4.3.3 charge You interest (both before and after any judgement) on the amount unpaid, at the rate of 2.5% per month (a part of the month being treated as a whole month for the purposes of calculating interest) for the first thirty days following the due date for payment, and thereafter at the rate of 4% per month until payment in full is made.
4.4 If You make any payment by a cheque which is dishonoured You shall pay Us, in addition to all other sums due under the Contract, the sum of £25 for each dishonoured cheque.
4.5 Without prejudice to any other right or remedy We may have, We shall have a general lien on all, and a specific lien on each, of Your Goods, in our possession for all monies due to Us from You on any account or invoice whatsoever and We shall be entitled to charge You at our normal rates for any period during which Your Goods, remain in Our possession or control in exercise of any lien.
4.6 If Your indebtedness to Us is not satisfied within two months of the date of the first invoice rendered to You in respect of all or part of that indebtedness, We shall, without notice, be entitled to sell any of Your Goods, upon which We have exercised Our lien, by public auction or private treaty (at Our unfettered option). The net proceeds of such sale shall first be applied to satisfy Your indebtedness to Us and any balance shall be paid by Us to You on demand.
5.1 Any dates quoted for delivery are approximate only and We shall not be liable for any delay howsoever caused. Time for delivery shall not be of the essence unless previously agreed by Us in writing.
5.2 Where the goods are to be delivered in instalments, failure by Us to deliver any one or more of the instalments in accordance with these Conditions, or any claim by You in respect of any one or more instalments, shall not entitle You to treat the Contract as a whole as repudiated.
5.3 Without prejudice to clauses 4.5 and 4.6, if You fail to take delivery of the goods or fail to give Us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond Your reasonable control or by reason of Our fault) then, without prejudice to any other of Our rights or remedies, We may;-
5.4.1 Store the Goods until actual delivery and charge You for the reasonable costs (including insurance) of storage; and/or
5.4.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to You for the excess over the price under the contract or charge You for any shortfall below the price under the Contract.
6.1 We only accept returns for faulty goods in manufacture or those arriving at your premises, damaged either at our premises or in transit by our agent.
6.2 in respect of goods damaged in transit: You must notify us verbally within 24 hours of receiving the delivery, and within three days in writing.
6.3 in respect of faults in manufacture: you must notify us within 24 hours of the discovery of the fault and not later than three months of delivery.
6.4 You must not make any return until authorised in writing to do so by ourselves.
7. Risk and Title
7.1 For goods invoiced on despatch : the Goods remain Our property, risk in them shall pass to You from the time of delivery to You or Your agent and You shall keep the Goods properly insured against loss or damage accordingly and in the event of such loss or damage You shall hold the proceeds of insurance on Our behalf as Our trustee and keep such insurance proceeds separate from any monies or property belonging to You and third parties.
7.2 For goods invoiced on production : the Goods remain Our property, risk in them shall pass to You from the time of invoice to You or Your agent and You shall keep the Goods properly insured against loss or damage accordingly and in the event of such loss or damage, regardless of where they are held (including in Our premises either owned or rented) You shall hold the proceeds of insurance on Our behalf as Our trustee and keep such insurance proceeds separate from any monies or property belonging to You and third parties.
7.3 Notwithstanding delivery and the passing of risk in the Goods, the Goods shall remain Our property until You have paid Us the full price for the Goods and all other sums owing from You to Us under any contract of on any account together with any interest payable under the relevant contract in respect of the Goods and any other contract or arrangement or account.
7.4 Until such time as the property in the Goods passes to You, You shall hold the Goods as Our fiduciary agent and bailie and shall keep them separate from those belonging to You and third parties and keep them properly stored, protected and marked in such a way as they can be identified as Our property. Until that time You shall be entitled to resell or use the Goods in the ordinary course of Your business, but shall account to Us for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property belonging to You and third parties, and in the case of tangible proceeds, properly stored, protected and insured.
7.5 You shall not be entitled to pledge or in any way charge by way of security of any indebtedness any of the Goods which remain Our property, but if You do so all monies owing by You to Us shall (without prejudice to any of Our other rights or remedies) immediately become due and payable.
8. Right to Possession
8.1 Your right to possession of the Goods shall cease if:-
8.1.1 We are not paid for the goods in full in accordance with the terms of the Goods Contract; or
8.1.2 You (or any of your partners if You are a partnership) are declared bankrupt, make any proposal to Your creditors for a composition or any other arrangement with Your creditors, have a receiver appointed over any of your assets, or if You (if You are a company) do anything or fail to do anything which would entitle an administrative receiver or administrator or liquidator to be appointed in respect of Your business; or
8.1.3 You pledge or in any way charge by way of security for any indebtedness any of the Goods which remain Our property.
8.2 On cessation of Your right to possession of the Goods in accordance with Clause 8.1 You shall at Your own expense make the Goods available to Us and allow Us to repossess them.
8.3 You hereby grant to Us and Our agents an irrevocable licence to enter onto any premises where the Goods are stored in order to repossess them or inspect them at any time.
9.1 Unless expressly provided in these Conditions, and except where the Goods are sold, , to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are exclude to the fullest extent permitted by law.
9.2 We shall be under no liability in respect of any defect in production arising from any drawing, design, specification, filtration, bottling, packaging or other operation supplied by You, or carried out in accordance with Your instructions.
9.39.4 If the Goods are delivered by Us or a third party to Your premises or some other location nominated by You, You must give notice to Us and such third party (if applicable) in writing of any shortage in, or of any loss or damage to, the Goods or Bottles immediately on discovery and in any event. We must receive such written notice within three working days of such delivery of the Goods.
9.6 If the Goods (or any part) are out of condition or fail to meet the Contract description We shall be entitled at our sole discretion to:
9.6.1 Replace the Goods (or the part in question) free of charge; or
9.6.2 refund the price of the Goods (or the relevant proportion of the price): but We shall have no further liability to You by reason of the Goods being out of condition or failing to meet the Contract description.
9.7 We shall not be liable to You by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage, cost, expenses or other claims for consequential compensation whatsoever which arise out of or in connection with the supply of the Goods or the Services,
9.8 We shall not be liable to You or deemed to be in breach of the Contract by reason of any cause beyond Our reasonable control including, without prejudice to the generality of the foregoing, Act of God, fire, flooding, inclement or exceptional weather conditions, industrial action, shortages of labour, materials, power or other supplies, or governmental order.
9.9 Our aggregate liability to You in contract, tort (including negligence), statute or otherwise shall not exceed the price of the Goods or the Services (as applicable).
9.10 Nothing in these Conditions excludes or limits Our liability for death or personal injury caused by Our negligence.
10.1 If You are a new customer, You shall submit to Us when requested by Us:
10.1.1 two up to date trade references, and
10.1.2 the name and address of Your bankers.
10.2 We may refuse to accept Your order for the Goods until We have obtained satisfactory references from those people referred to in clause 10.1.
11.1 This clause applies if:-
11.1.1 You make any voluntary arrangement with Your creditors or become subject to an Administration Order or (being a company) go into liquidation (other than for an amalgamation or reconstruction); or
11.1.2 An encumbrance take possession of, or a receiver is appointed over, any of Your property or assets; or
11.1.3 You cease, or threaten to cease, to carry on business; or
11.1.4 We reasonably apprehend that any of the events mentioned above is about to occur to You (or any of You in the case of a partnership) and notify You accordingly.
If this cause applies then, without prejudice to any other right or remedy available to us, We shall be entitled to cancel the Contract or suspend any further deliveries without any liability to You, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11.2 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may have been provided to the other party in writing. Any notice served personally shall be deemed received when delivered, any notice sent by fax or telex upon despatch (provided any normal answer-back shall have been received), any notice sent by First Class Post shall be deemed received 48 hours after posting.
11.3 If any provisions of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
11.4 No waiver by Us of any breach of the Contract by You shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.5 The headings in these Conditions are for convenience only and shall not affect their interpretation.
11.6 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
11.7 The Contract shall be construed in accordance with and governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.