Trade Terms & Conditions
THREE SPIRIT DRINKS
BUSINESS CUSTOMER TERMS AND CONDITIONS
- OUR TERMS
- The Terms govern the relationship between us, Three Spirit Drinks Ltd, a 100% subsidiary of Beyond Alcohol Ltd (We, Our, Us), and you, when you place any order (Order) with us in relation to the Goods. We are a company limited by shares registered in England and Wales under company registration number 11182833 and have our registered office at Unit 304 Westbourne Studios 242 Acklam Road London England W10 5JJ.
- By completing a Proforma Form, a Credit Application Form, and/or otherwise placing any Order with us you accept these Terms and agree to comply with them. No variation or amendment to these Terms shall take effect unless expressly agreed in writing by us.
- We may amend these Terms from time to time. Every time you place an Order, please check these Terms to ensure you understand the Terms that apply at that time. These Terms were most recently updated on 22 December 2020.
- Our acceptance of your Order will take place when we email you with a confirmation that we have accepted your Order, at which point a contract will come into existence between you and us (Contract). The completion of a Proforma Form, a Credit Application Form, and/or you placing an Order with us does not constitute acceptance of that Order.
- We are free to accept or decline any Order at our absolute discretion.
- If we are unable to accept the Order then we will inform you of this and will not charge you for the relevant Goods.
- Once your Order has been accepted you will be provided with a unique sales invoice number (Invoice Number). You must quote your Invoice Number on any correspondence you have with us about that Order.
- Once an Order has been accepted it is not possible to amend or cancel that Order.
- Prices are exclusive of amounts in respect of VAT. You shall, on receipt of a valid VAT invoice from us, pay us any additional amounts in respect of VAT as are chargeable on a supplyof the Goods.
- You warrant and represent that:-
- you have read the Frequently Asked Questions section and any other advisory or recommendations sections of the Site, and accept and agree to any advice or recommendations contained on the Site; you will not use the Goods for any illegal or unauthorised purpose;
- it is lawful for you to order the Goods in the country where you place the Order and for the recipient to receive the Goods in the destination country;
- You agree that you will:-
- enquire with local authorities and regulatory bodies to ensure that ordering the Goods for delivery to the applicable destination country for Delivery shall not breach any laws or regulations;
- comply with any applicable requirements in relation to export licensing, customs and tariffs;
- attain and comply with all necessary or desirable consents, licences, permissions, and authorisations in relation to the Goods and you ordering of such; and
- at all times comply with all applicable laws and regulations.
- You warrant and represent that:-
- The images of the Goods on the Site are for illustrative purposes only. We cannot guarantee or accept any liability for Goods which may vary from those images.
- The tasting notes do not form part of the description of any Goods.
- All sizes, weights, capacities, dimensions and measurements indicated on the Site have a tolerance which is set by reference to applicable legislation and varies as between the Goods. We shall not be liable to you for any tolerance discrepancies
- The Goods supplied to you pursuant to any Contract shall, at the time of delivery, subject to clauses 1, 4.2 and 4.3, conform in all material respects to their description.
DELIVERY OF THE GOODS
- We will use reasonable endeavours to meet any requested delivery dates but cannot guarantee a specific delivery date for the Goods other than if we expressly confirm to you that we will deliver your Order on a specific date.
- At your request we may allow you to collect the Goods from our premises or an address to be notified by us to you (the Collection Address), within 3 business days from the date that we notify you the Goods are ready for collection.
- Delivery is completed either when we place the Goods at the delivery location notified by you to us in your Order, or when you load the Goods at the Collection Address
- Delays in the delivery of an Order shall not entitle you to:-
- refuse to take delivery of the Order (other than if we have expressly confirmed to you that we will deliver your Order on a specific date pursuant to clause 1, in which case we will agree to redeliver at our cost on a date to be agreed between us and you);
- claim damages in relation to such delay; or
- terminate the Contract.
- We shall have no liability for any failure or delay in delivering an Order to the extent that any failure or delay is caused by your failure to comply with your obligations under these Terms.
If you fail to take delivery of an Order on the delivery date then, except where that failure or delay is caused by our failure to comply with our obligations under these Terms:-
- delivery of the Order shall be deemed to have been completed at 9.00 am on the delivery date; and
- we shall store the Order until delivery takes place, and charge you for all related costs and expenses (including insurance).
- If ten business days after the day on which we notified you that the Goodswere ready for delivery or (if applicable) collection, you have not accepted actual delivery of them or collected them from the Collection Address, we may resell or otherwise dispose of part or all of the Goods.
- You may reject some or all of the Goods following delivery that do not comply with clause 4, provided that:-
- notice is given to us within 5 business days of delivery;
- you return the relevant Goods to us at the address specified by us at the time;
- the returned Goods remain sealed, other than for the strict purpose of determining that the Goods do not comply with clause 4; and
- none of the events specified in clause 3 apply.
- If you fail to give a notice of rejection in accordance with clause 1 you will be deemed to have accepted the Goods.
- We shall not be liable for Goods’ failure to comply with clause 1in any of the following events:-
- you make any further use of those Goods after giving notice in accordance with clause 1;
- the defect arises because you have failed to follow ouroral or written instructions for the storage, use and maintenance of the Goods or (if there are none) goodtrade practice regarding the same;
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
- the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
- If you reject Goods under clause 1 we shall replace or refund you for the rejected Goods (provided that you return the rejected Goods to us), upon doing which we shall have no further liability for such replaced or refunded Goods. These terms shall apply to any replacement Goods.
- TITLE AND RISK
- The risk in the Goods shall pass to you from the time we deliver the Goods to the address you provided on the Order.
- You will receive title in the Goods upon the earlier of that date upon which:-
- wereceive payment in full (in cash or cleared funds) for the Goods and all other sums that are or that become due; and
- you resell those Goods, in which case title to those Goods shall pass to you at the time specified in clause 4.
- Until title to the Goods has passed to you, you shall:-
- store them separately from all other goodsheld by you so that they remain readily identifiable as our property;
- not remove, deface or obscure any identifying mark or packaging on or relating to those Goods;
- maintain those Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks with an insurer that is reasonably acceptable to us. On request you shall allow us to inspect those Goods and the insurance policy.
- Subject to clause 5, you may resell or use the Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goodsbefore we receive payment, title to the Goods shall pass from us to you immediately before the time at which resale occurs.
- At any time before title to the Goods passes to you, we:-
- may by notice in writing, terminate your right under clause 4to resell the Goods or use them in the ordinary course of your business; and
- require you to deliver up all Goods in your possession that have not been resold, or irrevocably incorporated into another product and if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
- We may require certain information from you so that we can supply the Goods, this will be stated on our Site or requested when the Order is accepted. If you do not provide such information within a reasonable timeframe, or if you give us incorrect or incomplete information, we may either end the Contract or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for any delays or errors in the Goods which arise in part by you not giving use the information within a reasonable timeframe.
- We may suspend the supply of the Goods if you do not provide payment in full for the Goods.
- We shall be entitled to invoice you for each Order at any time after your Order is placed. Each invoice shall quote the relevant Invoice Number(s).
- If you are a pro forma customer, you shall pay invoices in full and in cleared funds before we arrange your delivery.
- If you are a credit customer, you shall pay invoices in full and in cleared funds within 30 days of delivery unless any exceptions are granted.
- Payments shall be made to the bank account nominated in writing by us.
- If you fail to make a payment when due you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
- We may terminate the Contract immediately if:-
- you commit a material breach of these Terms and fail to remedy such breach within 5 business days of being notified to do so; or
- you take any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with 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 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.
- Without limiting any other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment.
- On termination of the Contract for any reason you shall immediately pay all outstanding unpaid invoices and interest and, in respect of Goodssupplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.
- Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
- We may terminate the Contract immediately if:-
- To the extent permitted by law, we exclude liability for any and all damage or loss suffered by you in using our Site.
- Notwithstanding any other provision of these Terms, we do not exclude or limit in any way our liability to you where it would be unlawful to do so including liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for breach of section 2 of the Consumer Protection Act 1987 or for breach of the terms implied by section 12 of the Sale of GoodsAct 1979.
- Subject to clause 2, our total liability for all losses under or in connection with the Contract whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed the total sums paid or payable by you for Goodsunder the Contract.
- We shall not be liable, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract.
- We have given commitments as to compliance of the Goods with relevant specifications in clause 4. In view of these commitments, 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.
- Please refer to the Frequently Asked Questions and other advisory and recommendations sections on our Site before placing an Order. By placing an order you confirm that you have read, understood, and accepted such information. We are not responsible to you, and will have no liability, if you use the Goods against our recommendations or advice.
- You shall indemnify us 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 and legal costs (calculated on a full indemnity basis) and other reasonable professional costs and expenses) suffered or incurred by us in connection with any claim made against us in connection with your obligations under clause 3.
- Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, pricing, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 2.
- Each party may disclose the other party's confidential information:-
- to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 11;
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract
- We are the sole owner or licensee of all intellectual property rights in our Site, any materials published on it and the Goods. All such rights are reserved.
OTHER IMPORTANT TERMS
- This Contract constitutes the entire agreementbetween the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matt
- Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this
- No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing, and shall be sent by first class post or email to the registered office or relevant address or email address last specified to the other party. A notice or other communication shall be deemed to have been received if sent by first class post on the second business day after posting or, if sent by email, upon transmission.
- We may transfer our rights and obligations under a Contract to another organisation without further notice, but this will not affect your rights or our obligations under these Terms.
- You may only transfer your rights or your obligations under these Terms to another person with our prior written consent.
- This Contract is between you and us. No other person shall have any rights to enforce any of its Terms, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
- Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delaying doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a breach of these Term by you, we will only do so in writing, and that will not mean that we will automatically waive any later breach of these Terms by you.
- These Terms shall be governed by English Law and 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 this Contract or its subject matter or formation.