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Terms & Conditions

De Burgh Wine Merchants - Terms & Conditions of Sale

In these terms:
“the Company” means de Burgh Fine Wine Ltd trading as de Burgh Wine Merchants.
“the Goods” means the goods to be sold by the Company.
“the Customer” means the person or business seeking to purchase the Goods from the Company.
“the Terms” means the terms set out in this document and any special terms agreed in writing between the Company and the Customer.
“the Contract” means the contract for the supply of Goods incorporating these terms.

1. THE CONTRACT

All orders are accepted by the Company only under these Terms which may not be altered without the written agreement of the Managing Director of the Company. Any contrary or additional terms, including any terms arising from the Customer’s standard conditions of purchase, are excluded unless so agreed.

All Goods are offered subject to availability and to the price ruling at the date of despatch.

2. PRICE LIST

All previous lists are cancelled. All prices quoted are per 75cl bottle ex VAT unless otherwise stated. The Company reserve the right to amend prices without notice. As far as possible, all descriptions and vintages in this list are correct at the time of printing. It is impossible to offer an absolute guarantee of vintage or quality but every effort has been made to ensure that the wines are accurately described and are of good quality, and that all Goods conform in all respects to the statutory requirements. Errors and omissions excepted.

3. PAYMENT APPROVED TRADE ACCOUNTS

The Company is prepared on its own behalf to arrange trade accounts for customers in approved cases. An application for such an account must be made on the Company’s standard form. A bank reference and two trade references are required, together with a home address in the case of Partnerships and Sole Traders, and the Registered Office and the home address of the authorising director in the case of Limited Companies and PLCs. References are needed before trade accounts can be opened and will be taken up before orders can be processed. Credit is granted in the sole discretion of the Company in its own right.

If credit has been approved, payment is due to the Company within 30 days of the invoice date.

The Company reserve the right to charge interest at the rate of 2% per month on overdue accounts and to make additional reasonable charges to cover expenses incurred in recovering debts or the Goods.

In the case of short delivery or partial delivery the Customer shall remain liable to pay the full invoice price of all Goods delivered.

The Customer may not withhold payment of any invoice or other amount due to the Company by reason of any right of set off or counterclaim which the Customer has or alleges to have for any reason.

4. PAYMENT OTHER CIRCUMSTANCES

Where no trade account has been opened or agreed, orders must be accompanied by payment to the Company’s bank account in sterling for the goods.

In the case of short delivery or partial delivery the Customer shall remain liable to pay the full invoice price of all Goods delivered.

5. DELIVERY

Delivery shall be effected when the Goods are delivered to the first premises nominated by the Customer or when the Goods are collected from the Company’s warehouse by the customer or its agent.

Deliveries are charged at the prevailing rate.

Minimum order is 36 x 75cl or equivalent.

6. INSPECTION

The Customer is under a duty to have the Goods inspected at the time of delivery and any apparent shortfall, damage or discrepancy must immediately be reported in writing to the Company within three working days.

Any claim for short delivery or non-conformity with the contract not reasonably apparent at the time of delivery must be made in writing to the Company within three working days of delivery as described in section 5.

7. RISK

Risk in the Goods shall pass to the Customer upon delivery.

The Goods must be paid for in full by the Customer notwithstanding any damage to or destruction of the Goods after the passing of risk, however the damage or destruction may have been caused. No claim for damage or destruction shall be made against the Company after the passing of risk.

8. RETENTION OF TITLE TO GOODS

Title to Goods shall remain with the Company and shall not pass to the Customer until such time as the Company has received payment in full for the Goods and all sums owed by the Customer to the Company on whatsoever grounds.

Until title passes the Customer shall hold the Goods as a fiduciary agent and Bailee for the Company as appropriate and shall keep the Goods separately stored, protected, insured and identified as the property of the Company and also separately identified from any other Goods purchased from the Company whether or not the other Goods have been fully paid for.

The Customer is licensed by the Company to use or agree to sell the Goods in the ordinary course of its business. This license expressly excludes the selling of the Goods by the Customer to a Holding Company, Subsidiary Company or Associated Company of the Customer as defined by the Companies Act 1985.

In the event that the Customer resells all or part of the Goods before payment in full has been made, or receives any payment in respect of the Goods as a result of an insurance claim, then the proceeds of any such sale or insurance claim shall be held in trust by the Customer on behalf of the Company in such a manner as to make them at all times readily identifiable as the property of the Company. Such proceeds shall not be mixed with other monies or paid into an overdrawn bank account. The Company in its own right may at any time revoke the power of sale and use granted to the Customer and recover and re-sell the Goods in which title shall not have passed to the Customer. The Company by its servants or agents shall be entitled to access to the Customer’s premises or those to which the Customer has a right of access where the Goods or some part of them are stored or thought to be stored for the purpose of repossession at any time.

9. GOODS CONSIDERED TO BE DEFECTIVE

In all cases, if Goods are considered to be defective, the Company must be informed immediately. A receipt must be produced for Goods returned to the Company signed by the carrier. No deduction may be made against the invoice for the Goods or any other invoice without the Company’s specific authorisation.

10. RETURNS AND CLAIMS

The Company does not accept returns unless an error has been committed by the Company or a specific sale or return agreement has been confirmed in writing by a director of the Company.

If such an error has been committed or if the Company has supplied defective goods, the Company shall at its sole discretion either supply replacement Goods or refund all (or where appropriate) part of the purchase price. The Company will not be liable if the defect arises from the Customer’s negligence or if the Customer is unable to demonstrate that the Goods have been handled properly and transported and stored in suitable temperatures and conditions in accordance with the producer’s recommendations or industry practice.

In the event of short delivery the liability of the Company is limited to making good the shortage or at its discretion crediting part of the purchase price.

The Company will not accept any administrative or other charge for dealing with claims under this section of the Terms.

In no circumstances whatsoever shall the liability of the Company to the Customer (whether in contract tort or otherwise) arising out of or in connection with this Contract or the supply of Goods exceed the purchase price of the Goods which are the subject matter of any claim.

Requests for the inspection of Goods considered by the Customer to be defective or for credit or return of Goods should be made to:
de Burgh Wine Merchants, Fordel Mains Steadings, Dalkeith, Midlothian, EH22 2PQ – Tel: 01875 595 100

11. DEFAULTS

For the purpose of these Terms “insolvent” shall mean the Customer becoming unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; the levying or the threat of execution or distress on any property of the Customer; the appointment of a receiver or administrative receiver over all or any part of the Customer’s property; a proposal for a voluntary arrangement or compromise between the Customer and its creditors whether pursuant to the Insolvency Act 1986 or otherwise; the passing of a resolution for voluntary winding up or summoning a meeting to pass such a resolution otherwise than for the purposes of a bona fide amalgamation or reconstruction; the presentation of a petition for the winding-up of a Customer or for an administration order in relation to the Customer; the Customer ceasing or threatening to cease to carry on its business.

If the Customer fails to pay for the Goods on the due date or there is a material change in the constitution of the Customer or the Customer becomes insolvent or the Customer fails to remedy any of its breaches of the Contract after being requested to do so the full balance outstanding on any account between the Company and the Customer shall become immediately payable and the Company shall be entitled to do any of the following without prejudice to any other right or remedy it may have:

(a) Require payment in cash or cleared funds in advance of delivery of undelivered Goods.

(b) Cancel or suspend any further delivery to the Customer under any contract.

(c) Sell or otherwise dispose of any Goods which are the subject of any Contract with the Customer.

(d) Without prejudice to the generality of the section of these Terms dealing with Retention of Title of Goods exercise the powers set out in that section.

(e) Charge interest at 10% per month on any amount remaining unpaid after the due date, calculated from the due date until the actual date of payment.

12. GUARANTEE OF CREDIT ACCOUNT

a) The unconditional and irrevocable guarantee for payment of the financial obligations of the Customer to the Company granted by the director(s) of the Customer in consideration of the Company opening and making available to the customer a credit account (“the Guarantee”) shall be a continuing security and shall not be discharged by any intermediate settlement of the credit account.

b) The Guarantee shall ensure for the benefit the Company, its successors and assigns and can be assigned in whole or in part by the Company without notice to the Customer to its parent company, its ultimate parent company and any subsidiary of such ultimate parent company of the Company.

c) Where two or more directors of the Customer have granted the Guarantee the obligations shall take effect on joint and several obligations and the Guarantee shall not be revoked or impaired as to any of the guarantors by death, incapacity or insolvency of the other.

d) The Company may at its sole discretion release or discharge any of the guarantors from their obligations under the Guarantee or accept any composition from or make any other arrangements with any of the guarantors without releasing or discharging the other(s) or without prejudicing or affecting the Company’s rights and remedies against the other.

13. GENERAL

The construction, validity and performance of these Terms shall be governed by Scots Law. The Company reserves the right to change these Terms without notice provided that any changes do not apply to orders already received.

The Company shall not be liable for any delay or failure to perform any of its obligations under the Contract due to any cause beyond its reasonable control including but not limited to strikes, lock-outs or other industrial action or trade disputes (whether involving employees of the Supplier or the Company or a third party).

If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.

The waiver by the Supplier or by the Company either in its own right or as the Supplier’s agent of any breach or default of these Terms shall not be construed as a continued waiver of that breach nor as a waiver of any subsequent breach of the same.

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