Supply Terms and Conditions


Your attention is drawn in particular to the provisions of clause 7.
1.1 These are the definitions and rules of interpretation which will apply in these Terms:
Acceptance: our acceptance in writing of your Order.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Collection Date: the date you tell us you would like to collect the Wines from the Collection Location either in your Order or upon payment of our invoice being a date no earlier than three Business Days of the date you tell us when you would like to collect the Wines and a date no later than 20 days from the date of our invoice.
Collection Location: the Warehouse or such other location as we may agree.
Contract: the contract between you and us incorporating these Terms and which comes into effect in accordance with clause 2.3 in respect of an Order.
Force Majeure Event: has the meaning given in clause 9
Order: Your order for the Wines, submitted by you to us.
Terms: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.
Warehouse: the bonded warehouse operated by LCB Vinothèque, London City Bond Ltd., Derby Road, Burton-Upon-Trent, Staffordshire, DE14 1RY.
VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.
We, us and our: JF Tobias Limited (registered in England and Wales with company number 8786699) whose registered office is at The Stables, 23b Lenten Street, Alton, Hampshire GU34 1HG.
Wines: the Wines (or any part of them) set out in the Order.
You and your: the person or firm who purchases the Wines from us specified in the Order.
1.2 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.3 A reference to a party includes, where applicable, its personal representatives, successors or permitted assigns.
1.4 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Contract and shall include all subordinate legislation made as at the date of the Contract under that statute or statutory provision.
1.5 A reference to writing or written includes read-receipted or acknowledged e-mails.
1.6 Any obligation in these Terms on a person not to do something includes an obligation not to agree or allow that thing to be done.
2.1 These Terms apply to the Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Order constitutes an offer by you to purchase the Wines from us in accordance with these Terms. You are responsible for ensuring that the terms of the Order submitted by you are complete and accurate.
2.3 The Order shall only be deemed to be accepted when we issue our Acceptance, at which point the Contract shall come into existence.
2.4 The Contract constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on our behalf which is not set out in the Contract.
3.1 You shall, at your own expense, arrange for the Wines to be collected from the Collection Location on the Collection Date and our obligations in respect of delivery of the Wines to you shall be completed on the Wines’ release from the Collection Location.
3.2 If you fail to collect the Wines on the Collection Date, then, except where such failure or delay is caused by a Force Majeure Event or our failure to comply with our obligations under the Contract:
(a) Collection delivery of the Wines shall be deemed to have been completed at 9.00 am on the Collection Date; and
(b) We shall store the Wines until actual collection takes place, and shall be entitled to charge you for all related costs and expenses (including insurance and storage) from the Collection Date.
4.1 Subject to clause 4.2, if:
(a) You give notice in writing to us within five Business Days of the collection of the Wines that some or all of the Wines are not of satisfactory quality;
(b) You give us a reasonable opportunity to examine such Wines; and
(c) You (if asked to do so by us) return such Wines to the Warehouse at your cost,
4.2 We shall have the option to replace the Wines in question or refund the price of such Wines in full and these Terms shall apply to any replacement Wines supplied by us.
4.3 We shall not be liable any Wine failing to be of satisfactory quality in any of the following events:
(a) You makes any further use of such Wines after giving notice in accordance with clause 4.1; or
(b) the defect arises as a result of wilful damage, negligence, or abnormal storage or damage in transit at the hands of you or your carrier.
4.4 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.
5.1 The risk in the Wines shall pass to you at opening of business on the Collection Date.
5.2 Unless otherwise agreed, title to the Wines shall not pass to you until we receive payment in full (in cash or cleared funds) for the Wines.
5.3 Until title to the Wines has passed to you, you shall:
(a) store the Wines so that they remain readily identifiable as our property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Wines;
(c) maintain the Wines in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify us immediately if you become subject to any of the event of insolvency or bankruptcy; and
(e) give us such information relating to the Wines as we may require from time to time.
5.4 If before title to the Wines passes to you, you become subject to any form of insolvency (being a company or limited liability partnership) or bankruptcy (being an individual), then, without limiting any other right or remedy we may have, we may at any time:
(a) require you to deliver up all Wines in your possession; and
(b) if you fail to do so promptly, enter any of your premises or of any third party where the Wines are stored in order to recover them.
6.1 The price of the Wines shall be the price agreed between us following receipt of your Order which shall be exclusive of the costs and charges of insurance and transport of the Wines once risk has passed to you.
6.2 The price of the Wines is exclusive of amounts in respect of VAT and duty. You shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT and/or duty as are chargeable on the supply of the Wines.
6.3 We may invoice you for the Wines when or at any time after we issue our Acceptance.
6.4 Unless otherwise expressly agreed by us in writing, you shall pay the invoice in full and in cleared funds within 14 Days of the date of the invoice but in any event prior to collection of the Wines. Payment shall be made to the bank account nominated in writing by us. Time of payment is of the essence.
6.5 If you fail to make any payment due to us under the Contract by the due date for payment, then we shall be entitled to charge interest on the overdue amount at the rate of 4% per annum above The Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
6.6 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting any other rights or remedies we may have, set off any amount you owe us against any amount we owe you.
7.1 Nothing in these Terms shall limit or exclude our liability to each other for:
(a) death or personal injury caused by our respective negligence or the negligence of our respective 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;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for either party to exclude or restrict liability.
7.2 Without prejudice to clause 7.1, we shall not be liable to each other, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
(a) loss of profit; or
(b) loss of goodwill; or
(c) loss of business; or
(d) loss of business opportunity; or
(e) loss of anticipated saving; or
(f) loss or corruption of data or information; or
(g) special, indirect or consequential damage or loss
suffered by either of us that arises under or in connection with these Terms.
8.1 Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).
9.1 Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause); and interruption or failure of utility service.
9.2 Provided we have complied with clause 9.4, if either of us is prevented, hindered or delayed in or from performing any of our obligations under these Terms by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of these Terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance those obligations shall be extended accordingly.
9.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
9.4 The Affected Party shall:
(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
9.5 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than six weeks, the party not affected by the Force Majeure Event may terminate these Terms by giving one weeks’ written notice to the Affected Party.
10.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
10.2 If any provision or part-provision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
10.3 At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to these Terms.
10.4 No variation of these Terms shall be effective unless it is in writing.
10.5 A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
10.6 A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
10.7 Any notice given to a party under or in connection with these Terms shall be in writing and shall be sent by e-mail to the addresses specified in the Order and any notice shall be deemed to have been received at the time of transmission.
10.8 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.
10.9 Each party acknowledges that in entering into these Terms it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
10.10 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
10.11 Except as expressly provided in these Terms, a person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
10.12 These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales
10.13 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).