Private Customers
Terms and Conditions of Sale
SECTION A: TERMS APPLICABLE IN ALL CASES
1.1 The definitions in this clause 1.1 shall apply throughout these terms and conditions:
Case – a case containing 6 x standard 75cl bottles or an equivalent volume (4.5 litres) of wine in other bottle sizes, unless otherwise specified.
Contract – the agreement between you and us for the sale and purchase of the Goods.
Duty Paid (DP) – wine in respect of which any applicable UK customs duty, excise duty but not VAT has been paid.
DP Wine – wine we sell to you Duty Paid.
En Primeur (EP) – wine in an unfinished state, before it is bottled and/or shipped by the producer.
EP Wine – wine sold En Primeur
Event Outside Our Control – any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
Goods — the products that we sell to you under the Contract (whether DP Wine, IB Wine, EP Wine or a combination of them).
In Bond (IB) – wine that is and will remain in a bonded warehouse, with payment of any applicable UK customs duty, excise duty and VAT suspended, until removed by agreement from bond.
IB Wine – wine we sell to you In Bond.
Invoice— our written confirmation of the Order in the form of a sales invoice.
Order – your order for the Goods.
Storage Account – an account in your name in a bonded warehouse.
Terms — the terms and conditions set out below, including where applicable those set out in Sections B and C below dealing respectively with any En Primeur sales and your Private Reserve and your Trust Account.
We, us or our – Penzer wines, First Floor Flat, 5 Clayland’s Place, London, SW8 1NL, Company No. 13865817.
writing or written means by post, fax or email using the contact information provided in clause 15.
1.2 Headings do not affect the interpretation of these Terms.
Basis of Contract
2.1 These Terms and the Invoice together set out the whole Contract. Please ensure that you read these Terms carefully, and check that the details on the Order, and any Invoices are complete and accurate, before you submit the Order to us for us to accept or reject. If you think that there is a mistake or wish to amend your order, please contact us to discuss. We will confirm any changes in writing to avoid any confusion between you and us. When we accept an Order from you we will send you an Invoice which confirms all the details of the Order.
2.2 If any of these Terms is inconsistent with any term of the Invoice, the Invoice shall prevail
2.3 In the case of DP or IB Wine, these Terms shall become binding on you and us when we send you the Invoice wine at which point the Contract shall come into existence between us. In the case of EP Wine, see clause 17 below.
2.4 It is a condition of the Contract that you enter into it as a consumer, and not on behalf of or in the course of a business in which you are employed or engaged. If you do not contract as a consumer, then our Trade Terms and Conditions in force at the date of the Invoice shall apply instead of these Terms.
2.5 We may revise these Terms from time to time for changes in relevant laws and regulatory requirements.
Cancellation
3.1 In the case of DP Wine you may cancel your Order at any time up to 14 working days after the day on which delivery of the Wine to you is completed (see clause 7.3 below), without penalty and without having to give any reason. If you decide to cancel:
3.1.1 you must notify us of your decision, in writing, within the 7 day period as above; and
3.1.2 you must return the Goods delivered to you, as soon as reasonably possible and at your own expense, to the UK mainland address that we specify in our acknowledgement of your cancellation notice; and
3.1.3 the Goods must be returned in substantially the same condition in which they were delivered, and must reach us no later than 14 days after the date of our acknowledgement of your cancellation notice; and
3.1.4 if you wish to exercise your right of cancellation in respect of any products supplied in sealed wooden cases or other special or presentation packaging, those products must be returned unopened (clause 10 below explains what to do in the case of faulty goods or incorrect deliveries); and
3.1.5 Once you have returned the Goods as required above, we will within 30 days either refund the appropriate amount to you, or credit it against any other amount(s) you owe to us, and confirm what we have done in writing to you.
3.2 In the case of IB Wine you may cancel your Order at any time up to 7 working days after the day on which the Wine is transferred to your storage account, be it any storage account you hold, without penalty and without having to give any reason. If you decide to cancel:
3.2.1 you must notify us of your decision, in writing, within the 7 day period as above; and
3.2.2 You must return the Goods delivered to you, as soon as reasonably possible and at your own expense to a bonded warehouse that we specify. We will either refund the appropriate amount to you or credit it against any other amount(s) you owe to us, and confirm in writing what we have done.
3.3 In the case of EP Wine, see clause 18 below.
3.4 You shall retain your rights to cancel any order prior to delivery of your order.
Availability of goods
4.1 There is a minimum order quantity of £250 Ex. VAT, we may oblige you to purchase wines in case quantities.
4.2 Goods are offered in accordance with the description and provided they are in stock and available for us to supply and no Event Outside Our Control has occurred.
4.3 In the case of DP or IB Wine we will only issue the Invoice if the Goods are in stock or on order from our supplier. It occasionally happens that wine is or becomes unavailable for reasons outside our control: e.g. if a supplier lets us down and an anticipated delivery of stock fails to arrive. We will inform you if, in any such case, this means that delivery of any of the Goods will be delayed or has become impossible. In the latter event:
4.3.1 we will do our best to offer you an acceptable substitute for the same or a lower price;
4.3.2 we shall otherwise have no liability to you other than to make a refund or credit as appropriate.
4.4 In the case of EP Wine, see clause 18.2 below.
Price of the Goods and delivery charges
5.1 In the case of a DP Wine, the contract price of the Goods, inclusive of any applicable UK customs duty, excise duty and VAT payable and any applicable delivery charges, will be as set out in the Invoice.
5.2 In the case of an IB Wine, the contract price of the Goods will be set out in the Invoice. Any applicable UK customs duty, excise duty and VAT payable and any applicable delivery charges will be invoiced separately at the prevailing rate.
5.3 Unless otherwise stated in the Invoice, prices stated are per Case.
Payment
6.1 We accept payment by debit card or bank transfer, subject to clearance. We also accept VISA and Mastercard. If you do not make any payment due to us by the due date for payment, We may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate of Barclays Bank from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgement. You must pay Us interest together with any overdue amount.
Delivery
7.1 In the case of DP Wine:
7.1.1 We will make every effort to deliver the Goods to you within 10 working days of the later of (a) date of our Invoice or (b) after we have received payment. In the event of any Event Outside Our Control we will inform you in writing of the delay, and the reason for it, and of the revised estimated delivery date. This will not affect your right to cancel the Contract under clause 3;
7.1.2 If we are not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, we may elect to deliver it in instalments. We will not make any additional delivery charges for this. If you ask us to deliver the Order in instalments, we may make additional delivery charges. Each instalment shall be subject to these Terms. If we are late delivering an instalment or one instalment is faulty, that will not entitle you to cancel any other instalment.
7.2 If a scheduled delivery fails to arrive by the latest estimated date, please advise us by telephone or in writing as soon as reasonably possible.
7.3 Delivery of DP Wine will be completed when we deliver that Wine to you or in accordance with your instructions at the delivery address stated in the Invoice.
7.4 We will make two attempts to complete delivery, after which any further attempt must be arranged and paid for by you.
7.5 In the case of IB Wine, delivery of that Wine to you will be completed when we transfer it to your storage account. In the case of EP Wine, see clause 19.2 below.
Ownership of the Goods and Responsibility for the Goods
8.1 In the case of DP Wine:
8.1.1 You are responsible for this Wine from completion of delivery. If you permit our courier company to deliver to someone acting on your behalf e.g. a neighbour then we will no longer be responsible for the goods once they are delivered to that person;
8.1.2 ownership will only pass to you when we receive payment in full of all sums due in respect of (a) the Goods, and (b) any other goods or services that we have supplied to you.
8.2 Ownership of IB Wine transferred to your storage account will only pass to you when we receive payment in full of all sums due in respect of (a) the Goods, and (b) any other goods or services that we have supplied to you, and IB Wine in respect of which ownership has passed will remain subject to clause 29 below.
8.3 In the case of EP Wine, see clause 19.3 below.
Guarantee
9.1 We guarantee that on delivery to you, or transfer to your storage account, the Goods will:
9.1.1 conform in all material respects with their description;
9.1.2 conform to their description, be of satisfactory quality and fit for their purpose;
9.1.3 be fit for all the purposes for which goods of that kind are commonly supplied; and
9.1.4 comply with all applicable statutory and regulatory requirements.
9.2 This guarantee is in addition to your legal rights in relation to Goods which are faulty or which otherwise do not conform with these Terms.
Faulty goods or incorrect deliveries
10.1 It is your responsibility to check the Goods on their delivery to you.
10.2 Any broken, damaged, missing or incorrect products should be:
10.2.1 reported to the carrier and noted on the delivery note and/or the carrier’s electronic handheld device at the time of delivery and reported to us within 7 days of the delivery date
10.3 If any of the Goods are believed to be unsatisfactory, please retain them and let us know as soon as reasonably possible by telephone or in writing. If we are satisfied that the Goods were unsatisfactory at the time of delivery, we will replace them. If replacement is not reasonably possible, we will make an appropriate refund or credit to you. We reserve the right to collect the relevant Goods at our own expense. These Terms will apply to any replacement Goods we supply to you.
Limitation of liability and an Event Outside Our Control
11.1 We shall have no liability to you for any fault or deterioration in any wine we sell to you which arises, after its delivery to you or to your storage account, as a result of fair wear and tear, wilful damage, accident, negligence by you or any third party, or from your handling or storing the Wine inappropriately.
11.2 Subject to clauses 11.4 and 11.5, neither of us shall be liable to the other for any loss, costs, expenses or damages (together “loss”) resulting from a breach of the Contract or negligence unless, when the Contract was made, of the negligent act or omission occurred that loss was foreseeable to both of us as a consequence of the breach or act or omission.
11.3 Subject to clause 11.5, we shall have no liability to you for any loss resulting from a breach of the Contract to the extent that it affects some business or commercial activity carried on or proposed by you.
11.4 Nothing in this clause 11 excludes or limits in any way our liability for:
11.4.1 death or personal injury caused by our negligence;
11.4.2 fraud or fraudulent misrepresentation;
11.4.3 any breach of the obligations for title to the Goods and quiet possession of the Goods implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
11.4.4 breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples);
11.4.5 defective products under the Consumer Protection Act 1987; or
11.4.6 any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.
11.5 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control. We may have to cancel an Order before the Goods are delivered, due to an Event Outside Our Control or the unavailability of stock. If this happens:
11.5.1 We will promptly contact you to let you know;
11.5.2 if you have made any payment in advance for Goods that have not been delivered to you, We will refund these amounts to you;
11.6 You may cancel the contract if an Event Outside Our Control takes place and you no longer wish Us to provide the Goods. Please see your cancellation rights under clause 3. We will only cancel the contract if the Event Outside Our Control continues for longer than four weeks in accordance with Our cancellation rights in this Contract.
Trade T&Cs
Terms & Conditions of Sale for Trade Customers
Goods are sold and supplied to the Buyer by Penzer Wines Limited (Company) upon the following standard terms and conditions of sale. Any variation in these terms and conditions must be agreed in writing. ‘Contract’ means a contract for the sale of any goods by the Company to the Buyer. “Event Outside the Company’s Control”: has the meaning given in clause 10.
1. Prices and availability
1.1 Prices are quoted per case, duty paid but excluding VAT, unless otherwise stated, and are correct at time of publication.
1.2 Prices quoted are subject to market fluctuation, changes in rates of currency and changes in duty and VAT. In the event of a price change between the date of the Company’s order confirmation and the date of delivery or despatch, the Company will notify the Buyer in writing of the change, and the reason(s) therefore, and the Buyer will be bound to pay for the goods at the revised price.
1.3 All products are offered subject to availability. The Company shall have no liability for failure to meet a confirmed order where the products in question prove to be unavailable.
Case sizes
Unless otherwise stated, prices quoted for wines are per case of 6 bottles (75cl), 12 halves (37.5cl) or 3 magnums (150cl).
Acceptance of orders and Credit Terms
3.1 The Company will not supply any products to any Buyer on credit terms until the Company has approved the Buyer’s application for a credit account.
3.2 No individual Contract will be formed until the Company has confirmed in writing its acceptance of the Buyer’s order.
3.3 These terms and conditions apply to the Contract with the Buyer to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.4 The order constitutes an offer by the Buyer to purchase the Goods in accordance with the order form and these terms and conditions. The Buyer is responsible for ensuring that the terms of the order and any applicable specification of the Goods submitted by the Buyer are complete and accurate.
3.5 The order shall only be deemed to be accepted when the Company issues a written acceptance of the order, at which point the Contract shall come into existence.
3.6 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract.
Payment
4.1 The Company’s invoices are due for payment 30 days from date of invoice by electronic payment or such earlier date as the Company may stipulate at the time of granting credit, without any deduction, withholding or equitable set-off by the Buyer in respect of any alleged counter-claim.
4.2 The Company shall be entitled to charge interest at a rate of 8% per annum accruing on a daily basis from time to time on any payment which is overdue, from the due date until payment.
Delivery
Delivery of orders less than £250.00 ex VAT in value will be subject to a £15.00 plus VAT delivery charge within mainland UK.
Orders confirmed by 12.30pm will normally be delivered the next working day in the London area. Delivery outside London, but within England and Wales, will normally take 3-5 working days. Delivery times and charges for other areas, including Scotland and Northern Ireland, and for goods to be exported from the UK, are available on request and will be stated in the invoice. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by an Event Outside of the Company’s Control or the Buyer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply and/or delivery of the Goods. 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.
Claims
All goods must be checked by the Buyer on delivery. Claims for breakages and/or missing bottles or cases must be noted in writing on the consignment note or electronic handheld device at the time of delivery and notified to the Company within 3 working days thereafter. Claims for total non- delivery must be notified to the Company within 7 working days of the agreed date of despatch. Failure to comply with these requirements will entitle the Company to reject the relevant claim for loss, damage or non-delivery
Title and risk
7.1 The risk in goods sold by the Company (Goods) shall pass to the Buyer on completion of delivery and the Buyer shall insure the Goods from the date of delivery against fire, damage and the usual risks.
7.2 Legal title to the Goods shall remain with the Company until it has received payment in full in respect of:
7.2.1 the Goods; and
7.2.2 any other goods, or services, that the Company has supplied to the Buyer.
7.3 Until title passes, the Buyer shall hold the Goods on a fiduciary basis as bailee for the Company, the Company shall retain legal and beneficial title over the Goods and the Buyer shall keep the Goods separately stored, properly protected, insured for their replacement value, and clearly identified as the Company’s property and the Buyer hereby permits the Company with or without notice to enter the Buyer’s premises at any time to check the Goods have been separately stored and to repossess the Goods at any time when the Goods have been paid for in full.
7.4 Subject to clause 7.5 and provided legal and beneficial title to the Goods has passed to the Buyer, the Buyer may sell the Goods in the ordinary course of its business, but may not sell the Goods to a company which is a member of its corporate group, or with which it is connected or associated, without the prior consent in writing of the Company.
7.5 The Buyer’s right to possession of the Goods, and its right to sell them, shall terminate immediately if the Buyer enters administration, ceases to trade or becomes insolvent, or any proceeding or application to court is commenced relating to the insolvency or possible insolvency of the Buyer, or if the Buyer suffers or allows any execution to be levied on his/its property, or is in breach of any of his/its obligations under this or any other contract between the Company and the Buyer.
7.6 Upon termination of the Buyer’s right to possession:
7.6.1 all sums owing to the Company shall immediately become due, notwithstanding that any period(s) of credit permitted under this or any other contract between the Company and the Buyer may not have expired; and
7.6.2 Unless the Buyer immediately pays or procures payment of all such sums, the Buyer shall immediately and at its expense deliver up all unsold Goods to the Company or as it may direct, free from any lien or other encumbrance.
7.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises of the Buyer, or to which the Buyer has a right of access, where the Goods are or may be stored in order to inspect them or, where the Buyer’s right to possession has terminated, to establish whether any such goods are located there and, if so, to recover them.
7.8 Where the Company is unable to determine whether any goods are Goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
7.9 The Company shall be entitled to recover payment for the Goods notwithstanding that title to any of the Goods has not passed to the Buyer.
Warranty
The Company warrants that any product purchased from the Company will, on delivery, conform in all material respects with its description, be of satisfactory quality (within the meaning of the Sale of Goods Act 1979), and be reasonably fit for all the purposes for which products of that kind are commonly supplied.
The Company shall not be liable for Goods’ failure to comply with the warranty set out in this clause if the defect arises because the Buyer failed to follow the Supplier’s oral or written instructions as to the storage of the Goods or (if there are none) good trade practice regarding the same or the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions which occur after delivery to the Buyer. Except as provided in this clause, the Company shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in this clause.
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.
Limitation of liability
9.1 In this clause 9 ‘Claim’ means and includes any claim for any loss arising under or in connection with a Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise.
9.2 Subject to clause 9.6, the Company shall not be liable to the Buyer in respect of any Claim for any loss arising under or in connection with a Contract, including without limitation any of the following types of loss (even if resulting from a deliberate breach of the Contract by the Company, its employees, agents or subcontractors):
9.2.1 loss of income or revenue;
9.2.2 loss of business;
9.2.3 loss of profit;
9.2.4 loss of anticipated savings;
9.2.5 loss of data;
9.2.6 waste of management, staff or office time or resources, or
9.2.7 indirect or consequential loss
provided that this clause 9.2 will not prevent any claim for loss of or damage to the Buyer’s tangible property that was foreseeable or covered by the Supplier’s insurance, or any other claim for direct loss that is not otherwise expressly excluded or limited by this clause 9.
9.3 Subject to clause 9.6, the Company’s maximum aggregate liability to the Buyer in respect of all and any Claims shall be limited to twice the purchase price of the relevant goods, exclusive of any VAT payable thereon.
9.4 Subject to clause 9.6, the Company shall not be liable to the Buyer in respect of any Claim unless written particulars of that Claim are notified by the Buyer to the Company within one year after the date of delivery of the relevant goods.
9.5 Except as set out in these terms and conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from every Contract.
9.6 Nothing in this clause 9 excludes or limits the Company’s liability for:
9.6.1 death or personal injury caused by its negligence;
9.6.2 fraud or fraudulent misrepresentation;
9.6.3 any breach of the obligations implied by section 12 of the Sale of Goods Act 1979;
9.6.4 defective products under the Consumer Protection Act 1987; or
9.6.5 Any other matter for which it would be illegal for the Company to seek to exclude or limit its liability.
Suspension or termination of dealings
10.1 If the Buyer suffers any of the events referred to in clause 7.5, the Company may without liability to the Buyer suspend performance of and/or cancel any confirmed but unfulfilled order(s) from the Buyer and/or terminate this Contract, and all sums owing to the Company shall immediately become due and payable. Clauses which expressly or by implication survive termination of the Contract (including but without limitation clauses 4, 7, 9 and 11) shall continue in full force and effect.
10.2 In this clause “Event Outside the Company’s Control” means “any act or event beyond the Company’s reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
10.3 The Company will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms that is caused by an Event Outside the Company’s Control.
10.4 The Company may have to cancel an Order before the Goods are delivered, due to an Event Outside the Company’s Control or the unavailability of stock. If this happens:
10.4.1 the Company will promptly contact the Buyer to let the Buyer know;
10.4.2 if the Buyer has made any payment in advance for Goods that have not been delivered to it, the Company will refund these amounts to the Buyer;
10.5 Either party may cancel the contract if the Event Outside of the Company’s Control continues for longer than four weeks.
General, Governing law and jurisdiction
11.1 Governing Law
The Contract, 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales
11.2. Assignment
The Buyer may not transfer any of your rights or obligations under the Contract to another person without the Supplier’s prior written consent, which the Supplier we will not withhold unreasonably. The Supplier may transfer any of its rights or obligations under these Terms to another organisation, provided the Supplier ensures that it will not affect the Buyer’s rights under the Contract.
11.3 If the Supplier fails, at any time while these Terms are in force, to insist that the Buyer performs any of its obligations under these Terms, or if the Supplier does not exercise any of its rights or remedies under these Terms, that will not mean that the Supplier has waived such rights or remedies, or that the Buyer no longer has to comply with those obligations. If the Supplier does waive a default by the Buyer, that will not mean that the Supplier will automatically waive any subsequent default by the Buyer. No waiver by the Supplier of any of these Terms shall be effective unless the Supplier expressly says in writing that it is a waiver.
11.3 Subject to clause 11.2, no person who is not party to the Contract shall have any rights under or in connection with it under the Contracts (Rights of Third Parties) Act 1999.
11.4 These Terms shall be governed by English law and the English courts will have non-exclusive jurisdiction to deal with any dispute that may arise between us out of or in connection with the Contract.
11.5. Contact details
The Buyer can contact the Supplier at any time in any of the following ways:
Post – Penzer Wines LTD, First Floor, Flat, 5 Clayland’s Place, London, SW8 1NL
Telephone – +447930677010
Email – joe@penzer-wines.uk
Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or commercial courier. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to above; 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 if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. The Supplier shall use the contact details given by the Buyer and contained on its invoice or otherwise set out at the registered office.