1.1 In these Conditions:
"BUYER" means the person firm or company whose order for the Goods is accepted by the Company.
"GOODS" means the Goods which the Company is to supply in accordance with these conditions.
"COMPANY" means Venus Wine & Spirit Merchants Plc.
"CONDITIONS" means the standard terms and conditions of sale set out in this document to which all contracts shall be subject and (unless the context otherwise requires) includes.
"CONTRACT" means the contract for the purchase and the sale of the Goods.
"WRITING" includes facsimile transmission and comparable means of communication.

1.2 Acceptance by the Company of any order submitted by the Buyer forms the Contract.

1.3 These Conditions together with any special terms and conditions agreed in writing between the Buyer and the Company shall apply to the Contract to the exclusion of any terms put forward by the Buyer or which are implied by trade, custom, practice or course of dealing.

1.4 The Company reserves the right to alter these Conditions at any time without prior notice.

2.1 Prices quoted are subject to alteration by the Company without prior notice, in the event of increase in cost of supplies or overheads, or, variation in exchange rates.

2.2 All prices are quoted exclusive of Value Added Tax which will be levied at the rate prevailing at the date of issue of the invoice.

2.3 Excise Duty, where applicable, will be charged at the rates prevailing at the date of issue of the invoice.

2.4 The fulfilment of orders will be subject to availability, and the Company shall not be liable for breach in respect of failure to deliver the full contract quantity.

2.5 The Company may decline to accept an order in the event that acceptance would exceed the Buyer’s agreed credit limit where applicable.

3.1 The Company shall not be held in any way responsible for any loss or damage arising from the non-delivery, in whole or in part, or delay in the delivery of the Goods.

3.2 Time is not of the essence for delivery and any dates or times quoted for delivery are approximate and subject to change or alteration without prior notice.

3.3 Notwithstanding the Company’s retention of title to the Goods, the risk in the Goods shall pass to the Buyer when the Goods are delivered to the delivery address.

3.4 The Goods must be examined by the Buyer, or its representative, at the time of delivery and the delivery documentation signed to acknowledge receipt. The Company accepts no liability whatsoever for any loss through short delivery or damage to Goods in transit, unless the Buyer endorses the delivery documentation with details of shortage or damage immediately upon receipt.

3.5 The Goods are ready for consumption and have been stored by the Company in conditions recommended by the producer. The Company will only accept liability, for any defect if the Goods have been stored after delivery in similar conditions. The Company reserves the right to inspect the Buyer’s storage conditions in the event of any claim for alleged defects.

3.6 In the event of any claim being made, the Buyer must retain the Goods and any packaging material for inspection. Any alleged defect must be notified in writing to the Company immediately upon its discovery. Failing such notification or the availability for inspection of the Goods and/or packaging, the Buyer will not be able to reject the Goods whether because of any alleged defect or otherwise.

4.1 Force majeure shall include all events or circumstances beyond the Company’s reasonable control.

4.2 The Company shall be under no obligation to notify the Buyer of the occurrence of the force majeure circumstances.

4.3 If performance of the Company’s obligations under the Contract is delayed or hindered by circumstances amounting to force majeure, the Company’s duty to perform its obligations shall be suspended for as long as those circumstances continue and the time for such performance shall be extended accordingly.

4.4 If performance of the Company’s obligations become uneconomic or impossible due to circumstances amounting to force majeure, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer.

5.1 All packaged Goods purchased from the Company for resale, trade, or promotional use must be resold or used by the Buyer only in the conditions as sold or prescribed by the Company and, in particular, all bottles, container, labels, capsules, corks and other dressing must remain intact and not be tampered with, added to, altered or obliterated in any way.

5.2 All Goods purchased for consumption in licenced premises shall be sold from or in the container and in the condition as sold or prescribed by the Company.

6.1 The Buyer shall not export Goods directly or indirectly outside the European Union without the Company’s prior written consent.

6.2 The Buyer will not at any time resell the Ggoods in ships or aircraft stores, in any duty free shop or other duty free retail establishment, wheresoever situated without the Company’s prior written consent.

6.3 If conditions 6.1 and 6.2 are breached, the Company reserves the right to suspend deliveries and to sue for redress or injury and damages suffered by the Company, its agents, associates and/or subsidiaries, without prejudice to any other rights or remedies available to the Company, its agents, associates and/or subsidiaries.

6.4 The Buyer will incorporate conditions 5. and 6. in all subsequent sales except in the case of retail sales to persons not buying for re-sale, and will require any person buying the Goods for subsequent sale to incorporate conditions 5. and 6., or a similar clause, in all its subsequent sales.

6.5 The Buyer will not assign the benefit of the Contract, or any rights under the Contract, in whole or in part. Any purported assignment without the Company’s prior written consent will be void.

7.1 Goods are not supplied on a sale or return basis, unless otherwise agreed in writing by the Company, and therefore cannot be returned once delivery has been accepted.

8.1 Payment for Goods supplied shall become due and payable in accordance with the credit terms expressly agreed by the Company in writing. If the Buyer does not have an approved credit account with the Company, then payment in full shall be made upon delivery to the Buyer.

8.2 If the payment of the price of the Goods, or any part thereof, is not made on or before the due date, the Company shall be entitled to charge interest thereafter on the outstanding amount, at the rate of four per cent per annum above the HSBC Bank plc base lending rate in force from time to time. Such interest being deemed to accrue from day to day until date of full settlement.

8.3 If the Buyer fails to pay any one invoice that has become due, then all other unpaid amounts under this Contract or any other contract between the Company and the Buyer shall become due immediately. In this event the Company reserves the right to suspend any further delivery obligations and be entitled to claim compensation for any and all damages suffered.

9.1 Property and title in the Goods shall remain with the Company and shall not pass to the Buyer until such time as the Company has received payment in full of all sums due to it from the Buyer under the Contract or any other contract between the Company and the Buyer.

9.2 The Buyer shall not pledge, charge, or otherwise encumber the Goods until title to the Goods has passed to the Buyer.

9.3 If the Buyer sells all or part of the Goods before title to the Goods has passed to the Buyer, such sales shall be made by the Buyer as agent of the Company and the proceeds of such sale shall be held on the Company’s behalf in such a manner as to make them readily identifiable as the Company’s property.

9.4 TThe Buyer agrees that at any time prior to title to the Goods passing to the Buyer, the Company, its servants, representatives or agents shall be entitled in addition to all other rights to enter any premises where the Goods may be and recover possession to them.

10.1 To the extent that either party processes personal data supplied by the other party in the course of carrying out its obligations under the Contract, both parties covenant to abide by the General Data Protection Regulation (EU) 2016/679 (GDPR), and/or any corresponding or equivalent national laws or regulations.

11.1 Nothing in these Conditions shall limit or exclude the Company’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or (d) defective products under the Consumer Protection Act 1987.

11.2 Subject to clause 11.1, the Company shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract and the Company’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.

12.1 The Company may at any time, without notice to the Buyer, set off any liability of the Buyer to the Company against any liability of the Company to the Buyer, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, the Company may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Company of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

12.2 All amounts due under this agreement from the Buyer to the Company shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Each party shall:

13.1 Comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);

13.2 Not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

13.3 Have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements; and

13.4 Promptly report to the other party any request or demand for any undue financial or other advantage of any kind received by it in connection with the performance of this agreement.

Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Buyer if:

14.1 The Buyer fails to pay any sum due under the Contract or any other contract between the Company and the Buyer;

14.2 The Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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 of its 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;

14.3 The Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or 14.4 The Buyer’s financial position deteriorates to such an extent that in the Company’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

15.1 The Contract shall in all respects be governed by and construed in accordance with English Law and shall be subject to the jurisdiction of the English Courts.

15.2 Any provision hereof which is void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision hereof.

15.3 Any waiver by the Company of its rights under any clause of the Conditions shall not affect the validity thereof.

15.4 The terms of the Contract may not be varied by the Buyer except by agreement in writing by the Company.