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Terms and Conditions
TERMS AND CONDITIONS
DEFINITIONS

"The Company" means Coe of Ilford Ltd. trading as Coe Vintners
"The Buyer" means the person, persons, firm or Company entering into a contract with the Company.
"Goods" means the products or services to be supplied by the Company.
"Terms" means the terms set out herein and any special terms agreed, in writing, between the Company and the Buyer.
"Contract" means the Contract for the supply of Goods incorporating these terms and conditions of sale.

These are the terms which apply to all sales and are the basis upon which orders are accepted. They will apply to all future transactions unless or until varied in writing.

1.    GENERAL
a). No terms, conditions or reservations stipulated by the Buyer, and no course of dealing shall annul, vary or add to any of the terms and conditions set out herein.
b). No cancellation or variation of any Contract is permissible without the agreement of the Company, and on terms that the Buyer shall indemnify the Company against all losses of profit and costs incurred.
c). In the event that either party shall become subject to proceedings under the Insolvency Act 1986, the other party shall have the right to terminate the Agreement forthwith.

2.    AVAILABILITY
Not withstanding acceptance of any order, all goods are offered for sale subject to availability.

3.    PRICING
a). All prices are subject to alteration without prior notice and products will be invoiced at the prices ruling at the date of delivery.
b). Prices may be subject to changes in duty.
c). Prices in this list are quoted exclusive of Value Added Tax which will be added, where applicable, at the rate current on the day of delivery.

4.    PAYMENT
a). For Buyers who have been granted credit facilities, payment for products supplied shall be made on or before the 21st day of the month following delivery. For Buyers without credit accounts payment for products supplied shall be strictly net cash on receipt of goods.
b). The Buyer shall not be entitled to make any deduction or set off from any sums claimed by the Company any amount due or claimed against the Company by the Buyer whether under this or any other Contract.
c). All discounts from trade prices are granted on condition that payment is made  by the due date. Should payment not be received by the due date discounts may be removed and products re-invoiced at standard trade prices.
d). In the event that the Buyer shall fall into arrears with any payment whatsoever, then all other unpaid amounts shall become due and the Company shall be entitled to suspend any further deliveries and withdraw credit facilities for future transactions.
e).The Company reserves the right to :Apply a 2.5% financing charge per month from the original invoice date on any amount remaining unpaid after the due date. To charge a minimum of £25 for each cheque unpaid by the Buyer's bank and a minimum of £25 for each unpaid direct debit  including cheques which are returned marked "Please Represent".

5.  DELIVERY
a). Risk in products shall pass to the Buyer on delivery.
b). Delivery dates are given in good faith but are estimates only.
c). Time for delivery shall not be of essence of the Contract.
d).  Neither the Company, nor any of its directors, officers, employees or agents, shall be liable for any loss arising from any action taken, or omitted, by it or them, under or in connection with the Agreement or the Assignment.
e)  Without prejudice to clause 5 d) the Company shall not in any case be liable for indirect or consequential damages.
f). The Company's total liability under or in connection with the Agreement (except in the case of willful misconduct), whether founded in contract or in tort, is limited in respect of any event, or series of connected events, to a sum equal to the Total Contract Price payable for the duration of the Agreement or for one year (whichever is the shorter).
g). Nothing in the Agreement shall exclude the Company's liability for death or personal injury caused by the Company's negligence.

6.    CLAIMS
The Company accepts no liability for loss or damage to Goods in transit unless:
a).  Goods are  examined immediately upon receipt.
b). The Buyer notifies the Company , in writing, within 3 working days of any claim for short delivery or damage to the Goods.
c). The relevant delivery document is endorsed with details of any obvious loss or damage.

7.    RETURNS
a). Goods returned by the Buyer without the consent of the Company will not be accepted for credit.
b). The Company reserves the right to refuse to credit the value of any returned Goods which are not in a saleable condition.
c). The Company will be entitled to make an additional charge if, in its sole discretion, it agrees to accept the return of Goods at the Buyer's request.

8.    RETENTION OF TITLE
Until the Company has received payment in full (in cash or cleared funds) for the Goods and any other goods or services whatsoever that the Company has supplied at any time to the Buyer or to any 'holding company' or 'subsidiary' of the Buyer as defined by section 1159 of the Companies Act 2006 or to any 'associate' of the Buyer as defined by section 435 of the Insolvency Act 1986.

a). The Goods shall remain the Company's property and title in the Goods shall not pass to the Buyer.
b). The Buyer shall store the Goods separately from all other goods held by the Buyer and/or keep them in such a way that they can be readily identified as being the property of the Company.  The Buyer shall not remove, deface or obscure any identifying mark or packaging on or relating to the Goods.
c). The Buyer shall maintain the Goods in satisfactory condition and keep them insured against all risk for their full price from the date of delivery.
d). The Buyer shall give the Company such information relating to the Goods as the Company may require from time to time.
e). The Buyer shall notify the Company immediately if it becomes subject to any of the events listed in clause 9 b).
f). The Buyer shall hold the Goods on a fiduciary basis as the Company's bailee.
g).  The Buyer is permitted to use or sell the goods in the ordinary course of its business.

If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the matters set out in clause 9 b), or the Company reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Company may have, the Company may at any time revoke the Buyer's power of sale and require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to retrieve them.

The Company may maintain an action for the price of the Goods notwithstanding that ownership of them has not passed to the Buyer.
9.    BUYER'S INSOLVENCY
a). If the Buyer becomes subject to any of the events listed in clause 9(b), or the Company reasonably believes that the Buyer is about to become subject to any of them and notifies the Buyer accordingly, then, without limiting any other right or remedy available to the Company, the Company may cancel or suspend all further deliveries under the Contract or under any other contract between the Buyer and the Company without incurring any liability to the Buyer, and all outstanding sums in respect of Goods delivered to the Buyer shall become immediately due.
b). For the purposes of clause 9 a), the relevant events are:-
(i) the Buyer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(ii) the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(iii) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Buyer, other than for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer;
(iv) (being an individual) the Buyer is the subject of a bankruptcy petition or order;
(v) a creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(vi) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer;
(vii) (being a company) a floating charge holder over the Buyer's assets has become entitled to appoint or has appointed an administrative receiver;
(viii) a person becomes entitled to appoint a receiver over the Buyer's assets or a receiver is appointed over the Buyer's assets;
(ix) any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9(b)(i) to clause ((b)(viii) (inclusive);
(x) the Buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
(xi) the Buyer's financial position deteriorates to such an extent that in the Supplier's opinion the Buyer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(xii) (being an individual) the Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

10). FORCE MAJEURE
The Company shall not be liable for any failure or delay in performance of its obligation to the buyer as a result of causes beyond the Company's reasonable control.

11). VARIATIONS
(a) Any condition of contract which the buyer may seek to impose shall form no part of the contract between the buyer and the Company and any changes to the above terms and conditions must be agreed in writing. None of the Company's employees has the right to bind the Company to any verbal agreement which does not comply with these terms and conditions.
(b) If any one of these Terms and Conditions is rendered void or unenforceable at law then that part shall be severable from these Terms and Conditions and they shall remain otherwise in full force and effect.

12). JUDICIAL JURISDICTION
These conditions shall be construed and governed in all by English Law and the Buyer and the Company shall submit to the jurisdiction of the English Courts.