TERMS & CONDITIONS OF SALE & PURCHASE

Purchasing Terms

View Halewood’s Purchasing Terms
Last updated: August 2016

Terms & Conditions of Sale of Goods

View Halewood’s Terms and Conditions of Sale of Goods
Last updated: May 2018

CHALIÉ RICHARDS & COMPANY LIMITED - CONDITIONS OF SALE OF GOODS

THE CUSTOMER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 6 AND OTHER CLAUSES HIGHLIGHTED IN BOLD TEXT

In these Conditions of Sale (the "Conditions"), the following words shall have the meanings set out below:

"Contract" means any contract formed between CRC and the Customer for the sale and purchase of Goods. or Services.

"Customer" means the company, firm, body or person detailed in the Customer Application Form.

"Customer Application Form" means the CRC account opening form from time to time.

"Delivery" means CRC's making available for collection or delivery the Goods (by or on behalf of CRC), direct delivery by a supplier of CRC or other third party or otherwise and 'Delivered' shall be interpreted accordingly.

"Goods" means the drink products, and where applicable any dry goods, which are the subject matter of the contract.

"CRC" means Chalié Richards & Company Limited whose registered office is at The Sovereign Distillery, Wilson Road, Huyton Business Park, Liverpool L36 6AD U.K. and any company associated with CRC through which the Goods or Services are sold.

"Order" means the purchase order in respect of the Goods, whether in writing or by telephone.

"Services" means any services to be provided to the Customer by CRC as set out in the Order.

1. GENERAL

1.1. CRC's quotations are not binding on CRC and a Contract will only be created upon acceptance by CRC of an Order or (if earlier) the Delivery of the Goods, or the commencement of the provision of the Services to the Customer. These Conditions shall be deemed to be incorporated into the Contract.

1.2. All Orders shall be deemed to be an offer by the Customer to purchase Goods or Services on these Conditions (as amended from time to time) and acceptance by CRC of the Order shall be deemed conclusive evidence of the Customer's acceptance of these Conditions. CRC is not obliged to accept any Order. Once accepted, an Order cannot be cancelled by the Customer without CRC's express written agreement.

1.3. All terms and conditions appearing or referred to in an Order or otherwise stipulated by the Customer shall have no effect. No terms or conditions submitted by the Customer to CRC, irrespective of their date, shall take precedence over these Conditions. Any variation of the Contract must be confirmed in writing by an authorised officer of CRC.

1.4. The Conditions the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of CRC which is not set out in the Contract.

1.5. Tenders submitted by CRC shall remain open for acceptance for a period of 28 days from the date of the tender, unless in the tender some other period is specified or accepted, or the tender is withdrawn by CRC.

1.6. The Customer acknowledges that no agent or salesman of CRC has authority to give any guarantee or warranty on behalf of CRC or to transact business other than on the terms of these Conditions.

1.7. The Customer shall be responsible to CRC for ensuring the accuracy of each Order and for providing to CRC any necessary information concerning the Goods within a sufficient time to enable CRC to perform the contract.

All Orders are subject to market fluctuations and availability of stock.

1.8. Where Goods are to be supplied from stock, such supply is subject to availability of stocks when the Order is placed.

1.9. These Conditions apply to Services in the same way as they apply to Goods.

1.10. CRC need not acknowledge receipt of an Order from the Customer, and may execute any Order without further reference to the Customer.

2. PRICES

2.1. Where the Goods are sold by reference to CRC's standard price list, the price payable for the Goods shall be the price current at the date the Goods are dispatched from CRC's premises unless otherwise agreed between CRC and the Customer.

2.2. If CRC and the Customer agree a price variation in accordance with clause 2.1, the price, as varied, shall be binding on the Customer and shall not give the Customer any option of cancellation or re-negotiation.

2.3. Quotations in a currency other than Sterling are based on the rate of exchange at the time of quoting and, unless otherwise stated, the price may, at CRC's sole discretion, be subject to revision up or down if any different rate of exchange is ruling at the date the Goods are dispatched.

3. TERMS OF PAYMENT

3.1. All Prices are net and are in Sterling unless otherwise agreed.

3.2. Payment must be made in cleared funds at the time of the Order unless CRC has agreed in writing to give credit and in which case the Customer shall pay the full invoice price in accordance with clause 3.4 below.

3.3. Any delay in payment by the Customer shall give CRC the right to terminate the contract and/or claim damages. All payments shall be made without deduction or setting-off against any amount owed by CRC to the Customer.

3.4. Subject to clause 3.2, the Customer shall pay the price of the Goods, or for the Services, (and any costs incurred by CRC pursuant to these Conditions) within 28 days of the date of CRC's invoice (regardless of whether Delivery has taken place or right of ownership in the Goods has passed). CRC reserves the right to remove credit at any time on written notice.

3.5. Where deliveries are spread over a period or are to be made in instalments, each consignment may, at CRC's sole discretion, be invoiced as despatched and each invoice will be treated as a separate account and be payable accordingly.

3.6. Where Services are to be performed over a period in excess of one month, the value of work carried out shall be ascertained by CRC at the end of each month and (unless the Contract otherwise expressly provides) a sum equal to such value shall be invoiced and such invoice shall be paid in accordance with the provisions of clauses 3.1 to 3.5 (inclusive).

3.7. Failure to pay any invoice in accordance with these Conditions shall entitle CRC to suspend or cancel further deliveries of Goods or the provision of Services (without affecting any other right CRC may have) and to charge the Customer for any resulting direct or indirect loss. The date for Delivery (if any) contained in any Order shall be postponed for as long as deliveries are suspended or withheld.

3.8. CRC also reserves the right to charge interest on overdue credit accounts, such interest to be calculated on a day-to-day basis on the amounts overdue, at the rate of 8 per cent per annum above the base rate of National Westminster Bank Plc as applying from time to time, to run from the due date for payment until receipt by CRC of the full amount whether or not after judgment and without affecting any other right or remedy of CRC.

3.9. Unless otherwise expressly agreed, if the contract provides for Delivery of Goods by instalments or for periodical delivery CRC shall be entitled to withhold any and all deliveries and instalments until payment for all earlier deliveries has been made and the date for Delivery (if any) contained in any Order shall be postponed for as long as the deliveries are withheld.

3.10. In addition to any right of lien given by law CRC shall have a general lien upon all Goods to be supplied to the Customer in respect of all sums due from or claims against the Customer.

3.11. Where genuine doubts arise as to a Customer's financial position; or in the case of failure to pay for any Goods or Services or any Delivery or instalment as set out in this clause 3; or where any of the circumstances at clause 9.1.2 arise, CRC reserves the right to suspend Delivery or performance of any Order or any part or instalment without liability until payment or satisfactory security for payment has been provided.

4. TITLE TO GOODS

4.1. Right of ownership in the Goods (whether separate and identifiable or incorporated in or mixed with other Goods) shall remain with CRC until payment in full has been received by CRC in cleared funds:

4.1.1. for those Goods and/or Services;

4.1.2. for any other goods or Services supplied by CRC or its associated companies;

4.1.3. of any other monies due from the Customer to CRC or its associated companies on any account; and

4.1.4. the Customer acknowledges that while title remains with CRC, title will only pass when the Goods have been identified and labelled as belonging to the Customer.

4.2. Until title to the Goods passes to the Customer under clause 4.1, the Customer shall keep the Goods separate from other stock and readily identifiable as the property of CRC. In the meantime the Customer may sell the Goods in the ordinary course of business to bona fide third party purchasers without informing them of this clause but the Customer must account to CRC for the proceeds of any such sales in accordance with clause 4.3 below and, in the case where the Goods are still in CRC's possession, the Customer shall immediately inform CRC that such sale has taken place.

4.3. Any resale by the Customer of Goods in which title has not passed to the Customer, shall be made by the Customer as agent and bailee for CRC (but without any right to incur obligations on the part of CRC) whether the Customer sells on its own account or not and:

4.3.1. the Customer shall hold the entire proceeds of such sale in trust and such proceeds shall be identifiable and not mixed with other monies; or

4.3.2. if the Customer has not received the proceeds of any such sale he will within seven (7) days of a request by CRC assign to CRC all rights against the person, body or entity to whom the Customer has supplied the Goods.

4.4. At any time before title to the Goods passes to the Customer (whether or not any payment to CRC is then overdue or the Customer is otherwise in breach of any obligation to CRC), CRC may (without affecting any other of its rights):

4.4.1. retake possession of all or any part of the Goods; and

4.4.2. enter any premises where the Goods are stored or where they are reasonably thought to be stored for the purpose of repossessing the Goods, or CRC may authorise others to do so; and

4.4.3. require the immediate return of all or any part of the Goods, and in such and any of these events the Customer will cooperate in the identification of CRC's Goods.

4.5. Each clause and sub-clause of this clause 4 is separate, severable and distinct and, accordingly, in the event of any of them being for any reason whatever unenforceable, the others shall remain in full force and effect.

5. SUB SALES

The Customer shall not sell the Goods except in or from the bottles or other packaging and containers in which they are supplied by CRC.

6. LIMIT OF RESPONSIBILITY

The customer's attention is in particular drawn to the provisions of this condition 6.

6.1. Nothing in this clause 6, or otherwise in these Conditions, excludes or limits CRC's liability for death or personal injury caused by its negligence or for fraudulent misrepresentation.

6.2. Subject to clause 6.1 and save as otherwise agreed by CRC, CRC excludes all conditions and warranties (express and implied, statutory or otherwise) to the fullest extent permitted in law.

6.3. Subject to clause 6.1, the Customer's remedies in respect of any claim regarding any condition or warranty implied by law or any other claim in respect of the Goods or Services or any workmanship in relation to them (whether or not involving negligence on the part of CRC) shall, in all cases, be limited to replacement, re-performance or refund of the purchase price and then such liability on the part of CRC is CONDITIONAL UPON the Customer having complied with the requirements set out at clause 3 above (payment). CRC shall not be liable to the Customer if the relevant Goods have been tampered with or have not been handled or stored by the Customer in accordance with good industry practice. Damaged or defective Goods must be made available for inspection by CRC before any claim can be processed.

6.4. Subject to clause 6.1, CRC shall not in any circumstances be liable for. (i) any loss of profit, loss of bargain, or loss of account; (ii) any indirect, special or consequential loss or damage (whether loss of business, loss of opportunity, loss of management time, depletion of goodwill or otherwise); (iii) costs (including legal costs); (iv) expenses (including legal expenses); or (v) other liabilities or claims for consequential compensation whatsoever (and howsoever caused), which (in any of the above cases) arises out of or in connection with the Contract.

6.5. A claim in respect of any defect or failure to comply in respect of any Delivery or instalment of any Order or any part of it shall not entitle the Customer to cancel or refuse delivery of or payment for any other Order or Delivery or instalment or any part of the same Order.

6.6. Subject to clause 6.1, the maximum amount of CRC's liability (whether in contract, tort (including negligence), or restitution or for breach of statutory duty or misrepresentation or otherwise) in respect of each Order shall be limited to the price due from the Customer in respect of that Order (excluding any carriage and administration charges, any duty and any tax).

7. DELIVERY AND COMPLETION DATES

7.1. Save as otherwise stipulated by CRC, the minimum order value for any one Delivery is £100. [50 cases where a case is 9 litres (or such other number of cases as constitutes an equivalent volume). Smaller orders may be accepted at the discretion of CRC and will be subject to carriage surcharges. The minimum order value as set out in this clause is subject to increase at CRC's discretion in line with inflation and CRC will use reasonable endeavours to inform the Customer of any such increase in advance of the creation of a Contract.

7.2. The dates for Delivery of the Goods are approximate only and reasonable delay in Delivery by CRC shall not give the Customer the right to terminate the Contract or the Order or to claim damages. Delivery will be within a reasonable time if no date for Delivery is specified. Risk in the Goods shall pass to the Customer on delivery.

7.3. Reasonable delay shall not entitle the Customer to reject any Delivery or performance or any further instalment or part of the Order or any other Order from the Customer.

7.4. Unless otherwise expressly agreed Goods are sold DAP (the Customer's registered address) (as defined in the INCOTERMS current at the time the Contract comes into being).

7.5. Where CRC is responsible for arranging delivery and Goods are lost or damaged in transit CRC will replace, free of charge the Goods lost or damaged in transit provided the Customer:

7.5.1. inspects the Goods immediately in detail at the time of Delivery and notes any damage, shortages of Goods, short dated Goods or other loss in detail on the carrier's delivery note and signs the delivery note accordingly;

7.5.2. gives written notice to CRC within seven (7) days of non-delivery or within five (5) days of the Delivery of the Goods in any other case; and

7.5.3. where the Goods are transported by an independent freight carrier, complies in all respects with the freight carrier's conditions of carriage including notifying claims for loss or damage in transit.

7.6. In any event CRC will not accept claims relating to the Goods that are made outside of the time frames set out in clause 8.5.2.

7.7. The Customer acknowledges that CRC's carriers will not inform CRC of damages or shortages on behalf of the Customer.

7.8. If Goods are returned to CRC, through no fault of CRC, CRC will charge the Customer any costs associated with the re-handling of the Goods.

7.9. Unless otherwise agreed by CRC, if Goods are ordered but are not in stock at the time of Delivery then the Customer shall be required to re-order the shortfall in Goods as a new Order and the previous Order shall be cancelled.

7.10. If the Customer fails to accept delivery of the Goods within 7 days from the date specified for Delivery CRC shall be entitled (at its sole discretion) to treat the Order as cancelled or make a storage charge in respect of the Goods at such rate per cubic metre as CRC considers reasonable.

8. TERMINATION

8.1. CRC may terminate a Contract immediately on giving notice to the Customer if:

8.1.1. the Customer commits any material, significant or persistent breach of any of the terms in this Contract;

8.1.2. an order is made or a resolution is passed for the winding-up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of a party, or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or such an administrator is appointed, or documents are filed with the Court for the appointment of an administrator, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a receiver is appointed of any of the other party's assets or undertaking, or circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding-up order, or the other party takes or suffers any similar or analogous action in consequence of debt; or

8.1.3. anything similar or analogous to any of the matters set out in Clause 9.1.2 above occurs in relation to that other party under the law of any jurisdiction and for the avoidance of doubt, upon terminating the Contract in accordance with clause 9 CRC may, without liability or prejudice to its other rights and remedies under these Conditions, stop the provision of Services and all Goods in transit and suspend further deliveries of Goods and/or provision of Services.

9. FORCE MAJEURE

9.1. CRC's obligations shall be suspended, and it shall not be liable to the Customer in any circumstances for the consequences of any delay in Delivery or performance or failure to deliver or perform, if the duration of the delay is not substantial or if the delay or failure is due to an act of God, fire, flood, storm, inclement or exceptional weather conditions, industrial action (whether at CRC's premises or elsewhere), riot, civil commotion, hostilities, shortage of labour, materials, power or other supplies, embargoes, late delivery or performance or non-delivery or non-performance by CRC or subcontractors, terrorism, explosions, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond CRC's control or of an unexpected or exceptional nature (a "Force Majeure Event").

9.2. CRC shall inform the Customer if it is affected by a Force Majeure Event,

10. PACKAGING

10.1. Unless otherwise specified, packing cases and packing materials other than pallets will be included in the price. Where not returnable, the Customer will dispose of all packaging in accordance with all regulations and laws relating to the protection of the environment.

10.2. The Customer will keep pallets in good condition until they are collected or returned to their owner.

10.3. All labels, trade marks, logos, confidential records and other information supplied by CRC are supplied on the express understanding that all ownership, copyright and other intellectual property rights are reserved to CRC (or its licensor) and the Customer shall not (without the prior written consent of CRC): (i) alter or make any addition to the labelling or packaging of the Goods: or (ii) challenge CRC's right to any such intellectual property or attempt to claim any rights over such intellectual property (including but not limited to directly or indirectly making applications to register intellectual property rights which the Customer knows belong to CRC or any other member of the group of which CRC is a member from time to time).

10.4. The Customer shall promptly and fully notify CRC of any actual, threatened or suspected infringement of any intellectual property belonging to CRC which comes to the Customer's notice and shall do all such things as may be reasonably required to assist CRC in taking or resisting any proceedings in relation to any such infringement claim.

11. CONFIDENTIALITY

11.1. Each party undertakes that it shall not disclose to any person any confidential information concerning the business, customers or suppliers of the other party, or any member of its group of companies, for a period of two years after receipt of the confidential information from the other party, except where: (a) its employees, officers, representatives or advisers need to know such information for the purposes of carrying out its obligations under this Contract (in which case each party shall ensure that its employees, officers, representatives or advisers comply with this clause 12); (b) where such confidential information is proven to be known to the other party other than by breach of the Contract; (c) where such information enters the public domain; or (iv) where such information may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.2. Neither party shall use the 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.

12. ASSIGNMENT AND SUBCONTRACTING

12.1. None of the rights or obligations of the Customer under the Contract may be assigned or transferred in whole or in part to a third party without the prior written consent of CRC.

12.2. CRC shall be entitled to subcontract any work relating to the contract without obtaining the consent of, or giving notice to, the Customer.

13. HEALTH AND SAFETY

The Customer agrees to pay due regard to any information on the Goods or any revised information whenever supplied by CRC (and is deemed to have read and understood it) relating to handling, storage or use for which the Goods are designed and where applicable, follow such directions, and the Customer further undertakes to ensure that as far as reasonably possible, the Goods will be kept safe and without risk to health at all times as mentioned above. The Customer shall ensure any other persons who may store, handle or use the Goods will be informed of such information and revised information as required.

14. COMPLIANCE

CRC will not tolerate bribery. Offering bribes to employees or representatives of CRC will be treated seriously and may be reported to the appropriate authorities. If you believe that any employee or representative of CRC has offered a bribe on behalf of CRC, please contact CRC's Company Secretary without delay. E-mails may be sent to legal@halewood-int.com.

CRC complies with the Ethical Trading Initiative (further details of which can be found at http://www.ethicaltrade.org/) therefore should CRC reasonably suspect that any Customer (or its subcontractors or agents) fails to comply with the standards expected by the Ethical Trading Initiative it reserves the right to serve immediate notice of termination of Contract.

In performing its obligations under the Contract, the Customer shall:

i. comply with all applicable anti-slavery and human trafficking laws, statutes and regulations from time to time in force including but not limited to the Modern Slavery Act 2015; and

ii. not engage in any activity, practice or conduct that would constitute an offence under sections 1,2 or 4 of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK, Should CRC reasonably suspect that any Customer (or its employees or representatives is in breach of this clause 14 it reserves the right to serve immediate notice of termination of Contract.

15. NOTICES

15.1. Any notice or other communication to be given under these Conditions must be in writing and may be delivered by hand or sent by prepaid first class letter.

15.2. Any notice or document shall be deemed served: if delivered by hand, at the time of deliver and, if sent by post, 2 Business Days after postal collection. For the purpose of this clause, 'Business Day" means any day which is not a Saturday, a Sunday or a public holiday in the place at or to which the notice is left or sent.

16. DATA PROTECTION ACT

16.1. CRC may transfer information about the Customer to its bankers or financiers for the purposes of providing services and for the following purposes (a) obtaining credit insurance (b) making credit reference agency searches (c) credit control (d) assessment and analysis (including credit scoring, market, product and statistical analysis) (e) securitisation and (f) protecting our interests. CRC wilI provide Customers with details of our bankers/financiers and of any credit reference agencies used upon request.

16.2. CRC or our bankers or financiers may make credit reference agency searches in respect of your business and its principals. Please note that credit reference agencies make a record of searches which may be used to prevent fraud or money laundering or by other subscribers to make credit decisions about you.

16.3. CRC's bankers or financiers may give information about you and your indebtedness to the following for the purposes stated:

16.3.1. any other divisions or associated companies of theirs - for the business purposes of such divisions or companies;

16.3.2. CRC's or their insurers - to quote for and issue any credit policy or to deal with any claims;

16.3.3. any advisers acting on CRC's or their behalf - so the advisers can carry out their services;

16.3.4. any business to whom the Customer's indebtedness or any business to which financing arrangements may be transferred - to facilitate such transfer; and

16.3.5. to any person to whom they have a duty of disclosure or to whom the law permits disclosure.

16.4. CRC's bankers or financiers may make decisions about you solely using an automated decision making process, such as credit scoring; however, they will tell CRC (and in turn CRC will tell you) if they make a significant decision only using such a process. Through CRC you can then request a review of their decision using other means.

16.5. CRC's bankers may monitor and/or record your phone calls to them for training and/or security purposes.

16.6. We will provide you with details of our bankers on request, including a contact telephone number from where you can obtain details of the credit reference agencies used by them and any third parties to whom information is transferred.

17. WAIVER

The waiver or failure of a party in insisting in any one or more instances upon the performance of any provision of this Contract shall not be construed as a waiver or relinquishment of that party's rights to future performance of such provision and the other party's obligation in respect of such future performance shall continue in full force and effect.

18. INVALIDITY

If any provision of the Contract is found by any court, tribunal or administrative body or competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and/or the remainder of such provision shall continue in full force and effect.

19. THIRD PARTY RIGHTS

A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

20. LAW AND JURlSDICTION

The Contract (and any proceedings whereby one party might be entitled to join the other as a third party) shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts.

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