ALLENDALE BREW COMPANY LTD T/A ALLENDALE BREWERY

TERMS & CONDITIONS

1.      Interpretation.

         “Authorised Representative” means any executive Director of the Company and/or its Company Secretary
         “The Company” means “The Allendale Brew Company Limited” its successors and/or its assigns;
         “The Contract” means the agreement incorporating these Terms & Conditions between the Company and the Customer to supply Goods and/or Services;
         “The Customer” means the business entity or person named on the Order Confirmation.
         “Goods” means any Goods, materials or liquids supplied under the Contract.
         “Order” means an order given orally, or in writing using an acceptable form of communication such as telephone, email, facsimile and given by an authorised representative of the Customer.
         “Order Confirmation” means the Company’s duly completed form of Order Confirmation.
         “Services” means any work or labour supplied under the Contract and hire of equipment.

2.      Customers. The Customer must be aged over 18 years and capable of entering into a contract. Proof of age must be supplied immediately upon request.
3.      Application of Terms

3.1    Each and every Order for Goods by the Customer from the Company shall be deemed to be an offer by the Customer to purchase Goods subject to these Conditions.

3.2    Unless otherwise agreed in writing by an Authorised Representative of the Company these Conditions shall override and supersede any terms or conditions that have previously existed and shall be deemed to be incorporated in all Contract(s) which the Customer may enter into with the Company when purchasing the Company’s Goods and the Customer acknowledges and agrees that they shall govern the terms of such Contracts to the exclusion of any other terms and conditions. All negotiations, statements, warranties and conditions in relation to such Contract(s) shall be deemed to be subject to these Conditions.

3.3    Any purported variation, waiver or suspension of these Conditions (or any part of them) shall not be binding unless agreed in writing by an Authorised Representative of the Company and none of the Company’s employees or agents have any authority to bind the Company by an oral agreement at variance with these Conditions.

3.4    The Customer shall ensure that all persons acting on behalf of the Customer in connection with the placing of Orders with the Company shall have full and sufficient authority to do so and the Company shall be entitled to assume that any persons placing Orders with the Company shall be an authorised agent/representative of the Customer whether there is ostensible agency or not.

Representation of Products.

4.1    The Company reserves the right to alter without notice prices of products or conditions of sale before the Customer places an Order.

4.2    All Goods are offered for sale subject to availability at the time of delivery and all negotiations shall be subject to such availability

4.3    The Company reserves the right to visit the premises where supplied Goods are on offer to the public to:

4.3.1 Take samples and carry out any analysis deemed necessary; and

4.3.2 Inspect cooling, stillaging and dispense systems; and

4.3.3 Carry out cellar and Goods management audits.

5.      Delivery.

Goods shall be delivered to the address specified in the Order Confirmation. The Customer shall provide, in advance, all such information to enable the Company to complete delivery. Unless the Company has expressly confirmed in writing a specific date and time, time of delivery shall be within a reasonable period of the date of the Order Confirmation. In the event the Customer is not available to take delivery, all associated costs and expenses shall be for the Customer’s account.
Notwithstanding that the Company and its employees may deliver the Goods into the storage or cellar part of the premises of the Customer, the Company and its employees shall be under no obligation to do so and delivery of the Goods shall have taken place if the Goods in question are left within any part of the curtilage of the premises of the Customer (whether inside the building or not and irrespective of whether the Customer or any representative of the Customer is present at the time of delivery) and the Customer shall be deemed to have taken delivery of the Goods and be responsible for the security of the Goods from such time as such delivery has taken place.

6.      Price and Payment.

6.1    The price shall be as stated in the Order Confirmation and, unless otherwise stated, shall be inclusive of all delivery and duty charges. All prices are exclusive of VAT which shall be paid in addition to the price, where applicable, at the prevailing rate set by HMRC.

6.2    Payment for the Goods by the Customer shall be Cash on Delivery unless otherwise agreed prior to delivery whereupon it will be on the terms agreed between the Company and the Customer as evidenced in writing.

6.3    No payment shall be deemed to have been received until the Company has cleared funds.

6.4    Payment must be made in full without discount, deduction or set off, whether legal or equitable. Amounts payable under the Contract and not paid when due shall bear interest calculated at the rate of 18% per annum, calculated on a daily basis.

6.5    The Company reserves the right to invoice (and the Customer agrees to pay) any bank or other like charges incurred in respect of cheques, direct debits or similar which are not met either at first presentation or at all.

7       Ownership of Goods.

7.1    Where the Company uses vehicles of its own nomination for delivery, risk shall pass to the Customer on completion of the delivery at the Customer’s nominated address, or on completion of delivery in accordance with Clause 5. Where delivery is made by other means, risk shall pass when Goods are delivered by the Company to the Customer’s nominated carrier. In the event the Customer wrongfully fails to take delivery of the Goods, risk shall pass at the time the Company has tendered delivery of the Goods.

7.2    Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, title in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Company to the Customer for which payment is then due.

7.3    The Company shall be entitled to withhold supplies of Goods where it has reasonable cause to believe that such supplies may not be duly paid for, or that any containers which are the property of the Company may not be returned or that any Goods which should be supplied may not be handled or kept properly.

8       Empty Containers. Title, property and ownership of all re-useable containers, kegs, casks, returnable bottles & cases (the “Containers”) shall at all times remain with the Company.  When empty, Containers should be returned on the vehicle which makes the next delivery. The Company reserves the right to charge the Customer a reasonable replacement price for any Containers not returned within a reasonable time and in good and sound condition. The Company shall maintain a container balance record representing the sum of all full and empty Containers linked to a delivery note following a delivery. A copy of the container balance record will be made available to the Customer upon request. The Customer and the Company agree that the container balance record will be used to determine whether or not Containers have been returned within a reasonable time.

9       Equipment Loan/Promotional Material. All equipment (which expression shall include any dispense system, beer raising system, cellar cooling system, signs, storage cabinets and other such items) and point of sale or other promotional material or items (the “Equipment”) supplied by the Company to the Customer shall at all times belong to and be the property of the Company and the terms of any separate Loan Agreement shall apply.

10.    Limitation of liability.

10.1  The Company shall not be liable to pay any compensation to the Customer, other than as contained in this clause. In particular, but without limitation, the Company shall not be liable for loss of profit, damage to goodwill or any indirect or consequential loss or damage arising out of any damage, defect, negligence or other failing on its part unless (a) the Customer has expressly made the Company aware in writing of the nature and extent of the loss or damage which may be suffered in such situation and (b) the Company has expressly confirmed in writing that liability for such matters is accepted.

10.2  Without limiting paragraph 10.1 above, the Company’s liability to the Customer shall not in any circumstances and in respect of any claim arising out of the Contract exceed the lesser of (a) £250 or (b) an amount equal to the sums payable by the Customer for Goods and/or Services ordered.  Nothing in these Terms & Conditions shall limit any rights the Customer may have which are not capable of being lawfully excluded.

11.    Force Majeure. The Company shall not be responsible for any delays or failure to perform any term of the Contract where such performance has been delayed, hindered or prevented or made substantially more expensive by any cause whatsoever which is not within the reasonable control of the Company. Any additional or increased expenses or charges relating to the Contract incurred as the result of any such cause shall be for the Customer’s account.
12.    Intellectual Property. No permission is given by the Company in respect of the reproduction or use for commercial or detrimental purpose of any brand names, product names, designs and other material shown on or connected with the Company’s Website in which intellectual property rights subsist.
13.    Waiver. The failure of the Company to enforce or to exercise at any time or for any period of time, any term of or any right arising pursuant to the Contract or these Terms & Conditions does not constitute a waiver of such terms or rights and shall in no way affect the Company’s right later to enforce or exercise it.
14.    Severability. Notwithstanding that the whole or any part of any provision of these Terms & Conditions proves to be illegal or unenforceable the other provisions of these Terms & Conditions and the remainder of the provision in question shall remain in full force and effect.
15.    Short Delivery/Loss in Transit/Claims.

15.1  The Company shall not be liable to make good any damage or loss whether arising directly or indirectly out of short delivery or delivery of Goods which differ from the Goods ordered by the Customer. All Goods must be examined at the time of delivery and any alleged loss or damage noted by the Customer on the delivery document. The Company accepts no liability for the loss or damage to Goods in transit unless the Customer:

                       15.1.1 at the time of delivery examines the Goods; and

                       15.1.2 retains for inspection all packaging materials; and

                       15.1.3 endorses the delivery document with details of any loss or damage; and

                      15.1.4 notifies the Company and, when applicable, any independent carrier in writing of any claim for any alleged loss or damage before the expiration of 24 hours after delivery.

15.2  Where Goods are considered to be unfit for sale, the Customer agrees to contact the Company to arrange collection of the goods. A suitably qualified employee of the Company will sample the remaining Goods and determine whether or not they are unfit for sale/dispense. The determination of the suitably qualified employee shall be final and binding on the Customer, save in the case of manifest error. Should the remaining volume of the Goods be unfit, this will be measured and destroyed by disposal down a suitable drain. If the Goods fault is of Company origin, then a credit for the destroyed Goods volume will be issued to the Customer.

15.3  The Company shall be discharged from all liability under the Contract unless a claim is made and proceedings are instituted within three calendar months of the completion of the supply of Goods and/or Services under the Contract or the date by or on which the supply of such Goods and/or Services would, in the normal course of events, have been completed.

16.    Notices. Any notice or legal proceedings shall be deemed to have been served if sent by recorded delivery or registered post to the last known address of the Customer.
17.    Governing Law. The Contract and these Terms & Conditions and all and any disputes arising between the parties shall be governed by and construed in accordance with English law and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.
18.    Data Protection and Money Laundering

18.1  The Customer acknowledges that the Company is always required to comply with applicable data protection legislation and acts in accordance with such legislation.

18.2  The Customer acknowledges that the Company is required to comply with applicable money laundering legislation and regulations. As a consequence, the Company reserves the right to (and shall have no liability to the Customer for any losses of any nature which may be incurred as a result of):

                      18.2.1 require the Customer to produce satisfactory evidence of identity;

                      18.2.2 notify the appropriate authorities of issues relating to the Customers affairs;

                      18.2.3 cease trading with the Customer (temporarily or otherwise) without explanation;

                      18.2.4 refuse to accept cash payments.

19.    Confidentiality.  The Customer shall keep in strict confidence all prices for Goods negotiated with the Company, technical or commercial know-how, recipes, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by the Company to the Customer or its agents and any other confidential information concerning the Company’s business or its products which the Customer may obtain.

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