Conditions of Use

General Terms and Conditions of Trade for Manor Wines Limited
1 Definitions
1.1 “Buyer” means any person or persons (including any company or partnership) who buys or agrees to buy the Goods from the Seller.
1.2 “Conditions” means the Terms and Conditions of Sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 “Goods” means the goods which the Buyer agrees to buy from the Seller.
1.4 “Price” means the price for the Goods excluding carriage, packing, insurance and VAT.
1.5 “Seller” means Manor Wines, Woodlands Manor, Adisham, Kent CT3 3LG.
2 Conditions Applicable
2.1 The Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or other document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to the Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyerís acceptance of the Conditions. Any variation of the Conditions (including any special terms and conditions agreed between the two parties) shall be inapplicable unless agreed in writing by the Seller.
All goods are offered subject to availability. The seller reserves the right to alter or decline any orders.
3 Price and Payment
3.1 The Price shall be the Sellerís quoted price, subject to alteration without notice and to market, currency or duty fluctuations. VAT shall be due at the rate ruling on the date of the Sellerís invoice.
3.2 Payment shall be due and payable upon delivery, except where the opening of a credit account has been agreed by the Seller when payment of the Price and VAT shall be due and payable on such date as shall have been agreed in writing by the Seller.
3.3 Interest on overdue invoices shall accrue from the day when payment becomes due and payable until the date of payment at a rate of five percent per annum above Lloydís TSB plc base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
4 Delivery of the Goods
4.1 Delivery of the Goods shall be made to the Buyerís address or as otherwise agreed in writing by the Seller. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
4.2 The Goods shall be deemed delivered at the time the delivery is tendered.
5 Acceptance of the Goods
5.1 All Goods should be checked on receipt. Breakages or pilferage must be notified to the Seller by telephone, email or fax immediately and confirmed in writing within three days of delivery.
5.2 Subject to the provisions of clause 5.1 the Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer who shall not be entitled to reject such goods thereafter.
6 Conditions and Warranties
All terms, conditions and warranties relating to the quality and/or fitness for purpose of the Goods or any of the Goods are excluded unless expressly agreed in writing by the Seller.
7 Risk
The risk of damage, loss or destruction of the Goods shall pass to the Buyer immediately upon delivery of the Goods to the Buyer.
8 Ownership/Retention of Title
8.1 In spite of delivery having been made the property in the Goods shall not pass from the Seller until:
8.1.2 The Buyer shall have paid the invoice in full including VAT, and
8.1.3 No other sums whatever shall be due from the Buyer to the Seller.
8.2 Until the property in the Goods passes to the Buyer:
8.2.1 The Buyer shall hold the Goods to the order of the Seller and shall keep the same free of any lien, charge or encumbrance. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and mark such Goods in such a way that they are clearly identified as the Sellerís property, and
8.2.2 The Buyer shall upon request deliver up the Goods to the Seller the same having been delivered to the Buyer under this contract or any other contract made between the Seller and the Buyer. If the Buyer fails to do so within 7 days of such request the Seller or the Sellerís agent may enter on any premises owned, occupied or controlled by the Buyer where the Seller reasonably believes the Goods to be situated and repossess the Goods and the Buyer will allow and procure for the Seller any necessary access to enable the Seller to exercise its rights hereunder. Prior to the Seller having repossesssed the same the Buyer will hold such Goods not paid for as the Sellerís agent and at no cost to the Seller insure the same for their full value as the Sellerís property. In the event of a sale or disposal of the Goods or any part thereof by the Buyer prior to payment in full of the Price and VAT thereon the Buyer shall be and is hereby appointed trustee in respect of the proceeds of such sale or otherwise thereof including insurance proceeds and shall keep such sale or insurance proceeds separate from any moneys or property of the Buyer and third parties, holding the same in a fiduciary capacity for the Seller and accounting to the Seller therefor.
8.3 The provisions of this Clause 8 shall apply notwithstanding any credit period agreed at any time between the Buyer and the Seller.
9 Sale or Return
In no circumstances will Goods be delivered to the Buyer on sale or return terms save in the event of the Buyer notifying the Seller in writing that the same are required for a special event in which case the Seller may by notice in writing to the Buyer waive this provision but only upon the express understanding that the Buyer will deliver to the Seller at the Buyerís expense and within five working days of the Goods being delivered to the Buyer not more than 25% (in terms of monetary value) of the relevant order and the same shall comprise only whole unopened cases in pristine condition.
10 Glass loan
10.1 Manor Wines makes every effort to supply sound & clean glasses, but cannot accept any responsibility for the consequences should this prove not to be the case.
10.2. Glasses should be returned clean and dry within 48 hours. It is the customer's responsibility to return the glasses. We reserve the right to charge a dirty return fee equivalent to £0.25p per glass plus VAT.
10.3 Glasses that are not returned, whether broken, lost or for some other reason, will be charged for at the price stated above. Please note that we must have our own glasses returned: substitutions are not acceptable.
10.4 A deposit may be charged at 50% of the total liability. If breakages or washing fees exceed the deposit a further invoice will be issued for the balance.
10.5 The deposit may be made as a cheque or a credit card transaction. If the deposit is to be returned in full the cheque will not be presented or the credit card will be refunded. If part of the deposit is retained the balance will be refunded.
11 Proper Law of Contract
This contract shall be governed by the laws of England.
12 Credit Reference Agencies
The Seller may carry out a search through Credit Reference Agencies who will keep a record of that search and may share that information with other businesses. The Credit Reference Agencies may also make enquiries about the directors/partners, as applicable.

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