Terms & Conditions

The customer's attention is drawn in particular to the provisions of clause 10.
1. Interpretation

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 13.3, together with the Order (as the case may be).

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from the Supplier.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).Delivery Address: has the meaning given in clause 5.2.

Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control, including any failure on the part of a third party manufacturer of the Goods, in terms of delivery of Goods to the Supplier.

Goods: the goods (or any part of them) set out in the Order.

Order: the Customer's order for the Goods, as set out in the Customer's purchase order form or as detailed on the phone if the Customer places their order in such manner.

Privacy Policy: the Supplier’s privacy policy available HERE.

processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

Rental Period: the period of hire as set out in clause 4.2.

Risk Period: the period during which any hired equipment is at the sole of the risk of the Customer as set out in clause 7.1.

Sale & Return: a Contract for sale (if specifically set out on the Order) whereby the Supplier shall, in accordance with these Conditions, take possession of any unsold Goods from the Customer and refund the Customer in respect of such Goods. Provision of a Sale & Return Contract shall be at the Supplier’s sole discretion.

Supplier: Beer Trading Limited (a company registered in England and Wales with company number 06214374 whose registered office is at Unit B, T, & C, Sheriff House Nantwich Road, Stanthorne, Middlewich, CW10 0LH).

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

1.2 Interpretation:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors and permitted assigns.

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written includes email but not fax.

2. Basis of contract

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate and that the Supplier is aware of any purpose that the Goods are to be used for within the Order, including any relevant dates or events for which the Goods may be required.

2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order (which may be communicated by the Supplier counter-signing the Order), or the Order is verbally accepted over the phone by the Supplier if the Order
is placed in such manner, or, in the absence of confirmation by the Supplier, when the Goods are delivered, at which point the Contract shall come into existence. Acceptance of the Order shall be entirely at the Supplier’s discretion

2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.5 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

3. Goods

3.1 The Goods are described in the Supplier's catalogue or on the Supplier’s website.

3.2 The Supplier reserves the right to amend the Goods if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.

4. Equipment hire

4.1 Any equipment that is stated to be hired in the Order shall be hired by the Supplier to the Customer subject to these Conditions.

4.2 The Rental Period starts on the date that the equipment is deemed to be delivered in accordance with clause 5 and shall continue for the period set out in the Order, or until terminated in accordance with these Conditions.

4.3 The Supplier may, at its sole discretion, and if stated in the Order, require a deposit to be paid against default of any rental payments for equipment or damage to any equipment. If the Customer fails to pay any sums due to the Supplier under the Contract (whether in respect of hired equipment or otherwise) or causes any loss or damage to the hired equipment) in whole or in part), the Supplier shall be entitled to apply the deposit against such default, loss or damage. Any balance of a deposit shall be refundable within 30 days of the return of the equipment) or, if the Customer places subsequent Orders with the Supplier, the Supplier may at its sole discretion decide to credit the Customer the deposit.

5. Delivery

5.1 The Supplier shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable) and, if the Goods are being delivered
by instalments, the outstanding balance of Goods remaining to be delivered. The Customer acknowledges that they are in business partially or wholly relating to the supply of goods similar to the Goods and do not require storage instructions from the Supplier due to their experience in such business; and

(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the Order. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense, unless the Order says otherwise, or unless clause 5.10 is applicable. Title to any packaging materials shall not pass to the Customer unless the Order says otherwise.

5.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree(Delivery Address) at any time after the Supplier notifies the Customer that the Goods are ready. Alternatively, the Customer may elect to
collect the Goods from the Supplier’s premises. Goods must be collected within three Business Days of the Supplier notifying the Customer that the Goods are ready.

5.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Address, or on the collection of the Goods (prior to loading) if the Customer has collected the Goods from the Supplier’s premises. On a collection of goods, the loading of the Goods at the Supplier’s premises shall be at the Customer’s risk and shall be the Customer’s responsibility, notwithstanding any assistance being provided by the Supplier’s representatives.

5.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with
adequate delivery instructions or any other instructions that are relevant to the supply of the Goods, or a safe area to unload the Goods.

5.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods, or a safe area to unload the Goods

5.6 If the Customer fails to collect the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, or fails to accept delivery of the Goods, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready for collection or after the attempted delivery; and

(b) the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all reasonable related costs and expenses (including insurance).

5.7 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and charge the Customer for any shortfall below the price of the Goods. The Customer acknowledges that in some circumstances (for example if the Order required bespoke products or perishable items) the shortfall may be up to the full price of the goods.

5.8 The Supplier may deliver the Goods by instalments, which may be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.9 The Customer is responsible for providing a safe area for unloading the Goods and shall have adequate insurance in place in respect of the Supplier’s representatives unloading Goods. If the Supplier’s representatives do not consider the unloading area to be safe they may refuse to unload the Goods (at the Customer’s expense).

5.10 If the Goods are sold on a Sale & Return basis, any return of the Goods may incur a surcharge of up to 20% of the total value of the returned Goods if the Supplier collects the Goods and up to 10% of the total value of the returned Goods if the Customer
returns them to the Supplier’s premises. The application of any surcharge and the rate of such surcharge (up to the limits set out in this clause) shall be at the Supplier’s sole discretion.

5.11 Any Sale & Return element of the Contract shall be void if: (a) the Goods are not returned to the Supplier in the exact condition they were supplied to the Customer (including in respect of any labelling or packaging). Any determination of the condition of such Goods shall be at the Supplier’s sole discretion; and/or

(b) the Customer does not return of make available for collection the Goods within any timescale set out in the Order, or, in the absence of any timescale in the Order, within seven days of the date on which the Customer took delivery of the Goods in accordance with this clause 5; and/or

(c) the Customer does not provide a safe area for loading the Goods. If the Supplier’s representatives do not consider the loading area to be safe (at their sole discretion) they may refuse to load the Goods.

5.12 If any Sale & Return Goods are accepted for return by the Supplier (in accordance with clause 5.11), the Supplier shall refund the Customer (minus any applicable surcharge) or provide it with a credit note (minus any applicable surcharge) within 30 days of the
Supplier receiving the Goods. Time for payment shall not be of the essence in respect of this clause 5.12.

6. Quality

6.1 The Supplier warrants that on delivery the Goods shall:

(a) conform in all material respects with their manufacturer’s description; and

(b) be free from material defects;

(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);

and

(d) be fit for any purpose held out by the Supplier.

6.2 The Customer shall check that any perishable Goods are still in date upon delivery (or collection if applicable) and by signing the delivery note shall confirm that such Goods are in date. The Customer may only reject Goods based on their usage date if such date:

(a) is already overdue on delivery;

(b) the usage date would be before any date or event for which the Goods were required and which was specifically communicated to the Supplier in writing and in accordance with clause 2.2; or

(c) the usage date would cause the Goods to not comply with the warranty set out in clause 6.1 on the date of delivery, and the Customer agrees that if it has acknowledged a short usage date in accordance with clause 6.8 it may not reject any Goods based on their usage date.

6.3 Subject to clause 6.4, if:

(a) the Customer gives notice in writing to the Supplier within 48 hours of discovery that some or all of the Goods do not comply with the warranty set out in clause 6.1;

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost, the Supplier shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full (within 30 days of the Supplier receiving credit from its supplier of the Goods) or provide a credit note for the price of the defective Goods (within 30 days of the Supplier receiving credit from its supplier of the Goods). If the Customer places subsequent Orders with the Supplier, the Supplier may at its sole discretion decide whether to refund or credit the Customer.

6.4 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 6.1 if:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2 or beyond when it discovered that the Goods did not comply with the warranty set out in clause 6.1;

(b) the defect arises because the Customer failed to follow the Supplier or manufacturer's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c) the Customer alters or repairs such Goods without the written consent of the Supplier;

(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;

(e) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or

(f) more than 10% of the faulty Goods (in terms of the volume of the container) have been consumed when the Supplier receives the returned Goods; or

(g) the Goods are out of date when the Supplier receives the returned Goods (provided they were in date when delivered).

6.5 Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 6.1.

6.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6.8 If the Customer orders perishable Goods that are stated to have a short usage date, this shall be acknowledged on the Order and the Supplier shall (subject always to clause 10) not be liable for any of the Goods being out of date when the Customer makes use of such Goods. It is the Customer’s responsibility to check the usage dates of any perishable Goods prior to making such Goods available for consumption.

7. Title and risk

7.1 The risk in the Goods and hired equipment shall pass to the Customer on completion of delivery or collection from the Supplier’s premises. Hired equipment shall remain at the sole risk of the Customer during the Rental Period and any further term during which the hired equipment is in the possession or control of the Customer(Risk Period) until such time as the hired equipment is returned to the Supplier. During the Rental Period and the Risk Period, the Customer shall obtain and maintain the following insurances:

(a) insurance of the hired equipment to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as the Supplier may from time to time nominate in writing;

(b) insurance for such amounts as a prudent owner or operator of the hired equipment would insure for, or such amount as the Supplier may from time to time reasonably require, to cover any third party or public liability risks of whatever nature and however arising in connection with the Equipment; and

(c) insurance against such other or further risks relating to the hired equipment as may be required by law, together with such other insurance as the Supplier may from time to time consider reasonably necessary and advise to the Customer in writing.

7.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods, in which case title to the Goods shall pass at the time of payment.

7.3 The Customer shall have no right, title or interest in or to any hired equipment (save the right to possession and use of the hired equipment subject to these Conditions) unless the Customer subsequently purchases the hired equipment.

7.4 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 11.1(b) to clause 11.1(d); and

(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:

(i) the Goods; and

(ii) the ongoing financial position of the Customer.

7.5 At any time before title to the Goods passes to the Customer, the Supplier may require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7.6 In relation to any hired equipment, during the Rental Period and the Risk Period, the Customer shall:

(a) ensure that the hired equipment is kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions;

(b) take such steps (including compliance with all safety and usage instructions provided by the Supplier) as may be necessary to ensure, so far as is reasonably practicable, that the hired equipment is at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;

(c) maintain at its own expense the hired equipment in good and substantial repair in order to keep it in as good an operating condition as it was on the date of delivery (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall make good any damage to the hired equipment;

(d) make no alteration to the hired equipment and shall not remove any existing component (or components) from the hired equipment unless the component (or components) is (or are) replaced immediately (or if removed in the ordinary course of repair and maintenance as soon as practicable) by the same component or by one of a similar make and model or an improved or advanced version of it. Title in all substitutions, replacements, renewals made in or to the hired equipment shall vest in the Supplier immediately on installation;

(e) keep the Supplier fully informed of all material matters relating to the hired equipment;

(f) not move or attempt to move any part of the hired equipment to any other location without the Supplier's prior written consent;

(g) permit the Supplier or its duly authorised representative to inspect the hired equipment at all reasonable times and for such purpose to enter the Customer’s premises or any premises at which the hired equipment may be located, and shall grant reasonable access and facilities for such inspection;

(h) not, without the prior written consent of the Supplier, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the hired equipment or allow the creation of any mortgage, charge, lien or other security interest in respect of it;

(i) not do or permit to be done any act or thing which will or may jeopardise the right, title or interest of the Supplier in the hired equipment and, where the hired equipment has become affixed to any land or building, the Customer must take all necessary steps to ensure that the Supplier may enter such land or building and recover the hired equipment; and

(j) to deliver up the hired equipment and allow the Supplier or its representatives access to the Customer’s premises or any premises where the hired equipment is located for the purpose of removing the hired equipment at the end of the Rental Period or the Risk Period.

8. Price and payment

8.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.

8.2 The price of the Goods:

(a) excludes amounts in respect of value added tax(VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be set out in the Order and invoiced to the Customer.

8.3 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.

8.4 The Customer shall pay each invoice submitted by the Supplier:

(a) upon receipt of the invoice or in accordance with any credit or payment terms agreed by the Supplier and confirmed in writing to the Customer on the Order; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

8.5 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue
sum, whether before or after judgment. Interest under this clause 8.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

8.6 All amounts due under the Contract 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).

8.7 The Supplier is under no obligation to provide any credit to the Customer and the Customer agrees to fill out any credit application forms and provide any guarantees as required by the Supplier. Provision of such information by the Customer puts no obligation on the Supplier to provide credit, which must be set out in the Order and agreed by the Supplier in accordance with clause 2.

8.8 The Customer warrants to the Supplier that all information provided in any credit section of the Order is true, complete and accurate.

9. Data protection

9.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

9.2 The Privacy Policy sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of Data Subject.

9.3 Without prejudice to the generality of clause 9.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the purposes of the Contract.

9.4 Without prejudice to the generality of clause 9.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:

(a) process that Personal Data only in accordance with the Privacy Policy or in accordance with the documented consent of the Customer unless the Supplier is required by Domestic Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Supplier from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where
appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside of the UK or EEA unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(i) the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

(e) assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data

Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;

(g) at the written request of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Domestic Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause.

9.5 The Customer consents to the Supplier appointing third parties as third-party processors of Personal Data under the Contract, in accordance with the Privacy Policy. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party
processors into written agreements substantially on each third party's standard terms of business or incorporating terms which are substantially similar to those set out in this clause and in either case which the Supplier confirms reflect and will continue to reflect
the requirements of the Data Protection Legislation. As between the Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause.

9.6 Either party may, at any time on not less than 30 days’ notice, revise this clause by replacing it with any applicable standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

10. Limitation of liability

10.1 The restrictions on liability in this clause 10 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

10.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(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.

10.3 Subject to clause 10.2, the Supplier's total liability to the Customer shall not exceed any amounts paid by the Customer to the Supplier for Goods in the Order pursuant to which

the liability arose, or if such amount is not determinable in the circumstances, shall not exceed any amounts paid by the Customer to the Supplier for Goods in the three months prior to the liability arising.

10.4 Subject to clause 10.2, the following types of loss are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

10.5 This clause 10 shall survive termination of the Contract.

11. Termination

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

(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven days of that party being notified in writing to do so;

(b) the Customer 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), obtaining a moratorium, 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;

(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

11.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11.1(b) to clause

11.1(d), or the Supplier reasonably believes that the Customer is about to become 15 subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

11.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

11.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

11.5 On termination of the Contract for any reason the Supplier’s consent to the Customer’s possession of any hired equipment shall terminate and the Supplier may, without notice, retake possession of the hired equipment and for this purpose may enter the Customer’s premises or any premises at which the hired equipment is located.

11.6 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

11.7 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

12. Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for two weeks, the party not affected may terminate the Contract by giving seven days' written notice to the affected party.

13. General

13.1 Assignment and other dealings.

(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its 16 rights or obligations under the Contract without the prior written consent of the Supplier.

13.2 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties.

(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

13.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.4 Waiver.

(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

13.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 13.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.6 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at the addresses set out in the Order, or if no such address is stated, its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to the addresses set out in the Order (or an address substituted in writing by the party to be served).

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

13.7 Third party rights.

(a) The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

13.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

13.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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