TERMS & CONDITIONS
Tese terms and conditions (“Terms and Conditions”) apply to and form part of every contract between Corney & Barrow Limited (“Corney & Barrow”) and its customers (“Customer”). No terms and/or conditions which the Customer may seek to impose shall apply or have effect.
1. DEFINITIONS In these Terms and Conditions:
“Goods” means the products or services to be supplied by Corney & Barrow to the Customer;
“Private Customer” means a Customer who is not a Trade Customer; and “Trade Customer” means a Customer who purchases Goods with a view to resale in the ordinary course of its business and/or who Corney & Barrow notifies is classified as such.
2. PRICES AND PAYMENT TERMS
2.1 Corney & Barrow reserves the right to require payment for Goods at the time of order.
2.2 In all cases where invoices are issued then (unless Corney & Barrow agrees other payment terms):
(a) invoices to Private Customers must be paid within 30 days aſter the invoice date; and
(b) invoices to Trade Customers must be paid on or before the 21st day of the month following the month in which the invoice date falls.
2.3 All prices are quoted in pounds sterling. Any applicable VAT, duty and delivery charges will be added at the time of order or, in the case of Customer reserves held in bond, when the relevant reserves are delivered or collected.
2.4 For Customers outside the UK, payment must (unless made at the time of order) be received prior to shipment of the relevant Goods or within 30 days aſter the date of invoice, whichever is the earlier. Customers outside the UK who arrange their own delivery are responsible for the payment of any applicable VAT and duty (or their equivalent) in the country of delivery.
2.5 Payment can be made by major credit or debit card, cheque, direct debit or by direct electronic transfer (bank details available on request). Corney & Barrow may refuse to accept cash settlement of amounts due and will always refuse cash sums in excess of £5,000.
2.6 Any increase in freight charges, duty, tax and/or changes in rates of exchange following payment will be passed on to the Customer if shipping and/or clearance from bond have not occurred prior to such increases. Similarly, if duties are reduced before shipping and/or clearance from bond, any reductions will be credited to the Customer.
2.7 If any amount remains unpaid aſter the due date for payment, then Corney & Barrow reserves the right to do any or all of the following:
(a) charge interest at 2% per month on any amount remaining unpaid aſter the due date, calculated from the due date until the actual date of payment;
(b) review and/or remove retrospectively any special trading terms previously agreed in relation to the transaction(s) to which those overdue accounts relate (including discounts, in which case Corney & Barrow may re-invoice the Goods at their full price);
(c) require payment of all other unpaid amounts invoiced to the Customer (whether or not then due and payable); and/or
(d) suspend any future deliveries to the Customer.
2.8 Corney & Barrow reserves the right to charge an administration fee of not less than £15.00 for each cheque unpaid by the Customer’s bank, including cheques which are returned marked “Please represent”, and an administration fee of not less than £15.00 for each unpaid direct debit.
2.9 All payments to be made by the Customer shall be made in full, without any deduction, withholding, set-off or counterclaim.
2.10 In no circumstances will we be obliged to proceed with your purchase of wine at an incorrect price, even if we have accepted your order for wines displayed at the incorrect price and/or failed to inform you of the error.
3.1 Delivery within mainland UK is free of charge for orders with a value in excess of the prevailing minimum amount. All other deliveries, including those overseas, are charged at the prevailing rate plus VAT (where applicable).
3.2 Delivery within mainland UK will normally be made within 7 working days aſter acceptance by Corney & Barrow of the Customer’s order. Delivery outside mainland UK will normally be made within 14 to 21 working days aſter acceptance by Corney & Barrow of the Customer’s order.
3.3 Notwithstanding acceptance by Corney & Barrow of any order, all Goods are offered for sale subject to availability.
3.4 Delivery of recent vintages lying in stock outside the UK will be delayed until the Goods are shipped into the UK. Shipment into the UK in these circumstances will be made at the earliest suitable date. Delivery of broking stock will not take place until Corney & Barrow has taken possession of the relevant stock.
4. TITLE IN GOODS
4.1 Until such time as Corney & Barrow receives payment in full (in cash or cleared funds) for all Goods that Corney & Barrow has at any time supplied to the Customer, the Goods shall remain the property of Corney & Barrow.
4.2 Until ownership of the Goods has passed to the Customer:
(a) the Customer shall store the Goods separately from other goods of the Customer and/or keep them in such a way (at no cost to Corney & Barrow) that they can be readily identified as being the property of Corney & Barrow;
(b) the Customer shall hold the Goods on a fiduciary basis as Corney & Barrow’s bailee;
(c) the Customer shall not destroy, deface or obscure any identifying mark on or relating to the Goods; and
(d) the Customer shall maintain the Goods in satisfactory condition and keep them insured on behalf of Corney & Barrow for their full replacement value against all risks.
4.3 Until ownership of the Goods has passed to the Customer, the Customer may resell the Goods in the ordinary course of business at full market value on the basis that the Customer has no authority to enter into any contract of sale on Corney & Barrow’s behalf, but does so as principal and the net proceeds of any sale are the property of Corney & Barrow.
4.4 Without prejudice to any other remedy that Corney & Barrow may have, Corney & Barrow may, at any time, revoke the Customer’s power of sale under paragraph 4.3 by notice to the Customer if the Customer is in default in payment of any sum whatsoever due to Corney & Barrow, or if any cheque (or other negotiable instrument) drawn by the Customer in favour of Corney & Barrow is dishonoured on presentation for payment, or if Corney & Barrow has bona fide doubt as to the solvency of the Customer.
4.5 Te Customer’s power of sale under paragraph 4.3 and its right of possession of the Goods shall automatically cease if the Customer (being an individual) has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision in force from time to time for the relief of insolvent debtors, or (being a body corporate) is being wound-up or enters into a company voluntary arrangement (within the meaning of Part 1 Insolvency Act 1986) or is placed into administration, administrative receivership or voluntary liquidation or a receiver is appointed over any of its assets or the Customer enters into any other insolvency proceedings governed by the provisions of the Insolvency Act 1986 and/or the Law of Property Act 1925 (in each case as consolidated, re-enacted, modified or replaced from time to time) or any analogous insolvency proceedings in any other applicable jurisdiction.
4.6 Upon the revocation of the Customer’s power of sale under paragraph 4.3 by Corney & Barrow or its automatic cessation, all amounts payable in respect of all Goods supplied shall become due immediately whether or not such amounts are then due and payable.
4.7 Te Customer grants Corney & Barrow, its agents and employees an irrevocable licence at any time to enter any premises of the Customer, or to which the Customer has access, for the purpose of inspecting the Goods or, where the Customer’s right to possession has terminated, to recover any Goods.
4.8 Te rights of Corney & Barrow set out in this paragraph 4 shall remain in full force and effect notwithstanding termination of the relevant contract with the Customer.
4.9 Corney & Barrow may maintain an action for the purchase price of the Goods notwithstanding that ownership of them has not passed to the Customer.
4.10 In the case of Goods purchased ‘En Primeur’, these Goods may be stored in bulk in the region of their production. Until the Goods are bottled and transferred to Corney & Barrow’s bonded warehouse, they cannot be segregated and the Customer may have a contractual rather than a proprietary interest in them.
5. RETURNS, BREAKAGES AND NON-DELIVERY
5.1 If any wine purchased from Corney & Barrow fails, for any reason, to give satisfaction, Corney & Barrow will replace, or issue a credit for, that wine provided that the wine is returned to Corney & Barrow within one month aſter the earlier of (a) the invoice date for the wine and (b) the date of payment for the wine. Corney & Barrow is not obliged under this guarantee to deliver any replacement wine to an address outside the United Kingdom.
5.2 Customers who have purchased wine ‘En Primeur’ have the right to change their mind in respect of, and be issued a credit for, that wine provided that they notify Corney & Barrow in writing within one month aſter the earlier of (a) the invoice date for the wine and (b) the date of payment for the wine (in each case, In Bond UK).
5.3 Corney & Barrow offers a “sale or return” service for parties within its London van delivery area and within its Scotland van delivery area. Corney & Barrow will arrange for unopened cases to be returned to its warehouse following which a credit note will be raised. Corney & Barrow reserves the right to refuse to accept the return of Goods, or to credit the value of any returned Goods, which are not in a saleable condition.
5.4 Claims for breakages will only be allowed if the Customer notifies Corney & Barrow as soon as possible (and, in any event, within 7 days) aſter delivery. Te Customer must retain breakages and accompanying packaging for examination by Corney & Barrow or its agent.
6. RESERVE STORAGE
6.1 Corney & Barrow offers storage facilities to its Customers for Goods purchased from Corney & Barrow or (in accordance with paragraph 6.6) from other sources.
6.2 Storage charges shall be at the prevailing rate plus VAT (where applicable) per year (or part year) per case. Charges will be rendered annually in arrears or when the reserves are delivered or collected and are to be paid by direct debit or as otherwise agreed with Corney & Barrow. For accounts opened aſter 1st June 2004, annual storage charges will be collected by direct debit as a condition of storage being provided. Corney & Barrow’s storage rental year runs from 1st June to 31st May. A list of reserves will be sent to the Customer annually in June with an invoice for storage for the year ending on the immediately preceding 31st May.
6.3 Reserves can only be made and withdrawn in multiples of one case.
6.4 If Corney & Barrow is requested to move reserves within its warehouse, e.g. from a bonded area to a duty paid area, there will be a handling fee charged at the prevailing rate.
6.5 Reserves will be insured by Corney & Barrow against all risks of physical loss or damage as at the date of such loss or damage subject to the policy terms or conditions. Although it is Corney & Barrow’s intention to cover the present market value of any losses, in view of the difficulty in assessing the total market value and the market value of individual rarities, Corney & Barrow can only try to ensure that full compensation is recovered in cases of loss.
6.6 As an additional service, Corney & Barrow can offer storage for Goods purchased from other sources. In addition to the standard storage charge, there is a booking-in fee, which will be charged at the prevailing rate. It is the Customer’s responsibility to authenticate these Goods upon arrival at Corney & Barrow’s premises. Corney & Barrow will not accept liability for either the provenance or condition of Goods purchased from other sources or for any defect or other fault that these Goods may have or may develop.
6.7 Corney & Barrow may require any Customer instructions to deal with reserves to be confirmed in writing before acting on those instructions.
In the event of non-payment of accounts (including storage charges), Corney & Barrow reserves the right to exercise a lien over and/or to sell some or all of a Customer’s reserves and to deduct from the proceeds of sale any outstanding amounts.
8. LIMITATIONS OF LIABILITY
8.1 Nothing in these Terms and Conditions shall exclude or limit in any way Corney & Barrow’s liability for death or personal injury or for fraudulent misrepresentation or for breach of its obligations under s12 Sale of Goods Act 1979 or s2 Supply of Goods and Services Act 1982 or s2(3) Consumer Protection Act 1987.
8.2 Corney & Barrow shall not be liable to the Customer for ullages or for any deterioration in the condition of any wine (which can occur naturally to all wines no matter how well cared for), whether that wine is in reserve storage with Corney & Barrow or stored separately by or on behalf of the Customer.
8.3 Corney & Barrow shall not be liable to the Customer for any claim (whether arising in or for contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise) under or in connection with these Terms and Conditions for:
(a) any loss of profit, revenue, anticipated savings, business or contract; and
(b) any special, indirect or consequential loss.
8.4 Corney & Barrow’s total liability arising under these Terms and Conditions shall not in respect of any single claim exceed the order value including any VAT, duty and delivery charges of the order that gives rise to the claim.
9. WEBSITE SALES
9.1 Purchases may be made via our website (www.co
rneyandbarrow. com). Use of our website is subject to our Website Terms and Conditions, which can be found on the website.
9.2 All purchases made via our website must be paid for by credit or debit card at the time of order.
10.1 In the UK, it is illegal to sell alcohol to anyone under the age of 18 years. Similar restrictions apply in other jurisdictions. By placing an order with Corney & Barrow, the Customer confirms that he or she is at least 18 years old (or otherwise above any applicable age limit). At the time of delivery of the Customer’s order, Corney & Barrow or its agent may request proof of age from the person accepting the delivery. If appropriate proof cannot be produced, Corney & Barrow or its agent may refuse to deliver the order.
10.2 Corney & Barrow may amend these Terms and Conditions from time to time. None of Corney & Barrow’s employees or agents has the right to bind Corney & Barrow to any verbal agreement which does not comply with these Terms and Conditions.
10.3 Corney & Barrow shall not be liable for any failure to meet its obligations caused by circumstances beyond its control.
10.4 No provision of these Terms and Conditions shall be enforceable pursuant to the Contracts (Rights of Tird Parties) Act 1999.
10.5 No delay in exercising or non-exercise by Corney & Barrow of any right, power or remedy under or in connection with these Terms and Conditions shall impair that right, power or remedy or operate as a waiver or release of it.
10.6 Where Corney & Barrow operates a joint account in the names of two or more Customers, Corney & Barrow shall (unless expressly instructed to the contrary) be entitled to accept, rely upon and act upon instructions given by any one of the Customers named on that account.
10.7 If any provision, or any part of any provision, of these Terms and Conditions shall be or become illegal, invalid or unenforceable in any respect then that provision, or that part, shall be severable from these Terms and Conditions and the remainder of the provision and/or all other provisions shall remain valid and enforceable and the liability of Corney & Barrow and the Customer shall not be affected or impaired.
11. GOVERNING LAW
Tese Terms and Conditions and all contracts entered into are governed by English law and are subject to the exclusive jurisdiction of the English Courts.
12. CONTACT DETAILS AND PREVAILING RATES FOR CHARGES
If you have any queries or comments in relation to these Terms and Conditions, or for details of the prevailing rates for charges referred to in these Terms and Conditions, you can either write to us at 1 Tomas More Street, London E1W 1YZ, email us at firstname.lastname@example.org
or call us on +44 (0)20 7265 2400.
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