Terms & Conditions of Sale

rev. 2017-09.1

1. Basis of the sale

1.1. We shall sell and you shall purchase the Goods in accordance with any written quotation which we give you and which is accepted by you, any written or verbal order by you which is accepted by us, or any order accepted by us on line subject to these Terms.

1.2. These terms shall govern the Contract to the exclusion of any other terms.

1.3. No variation to these Terms shall be binding unless agreed in Writing between one of our authorised representatives and you.

1.4. Our employees or agents are not authorised to make any representations concerning the Goods unless confirmed by us in Writing. In entering into the Contract you acknowledge that you do not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.

1.5. Any advice or recommendation given by us or our employees or agents to you as to the storage or use of the Goods which is not confirmed in Writing by us is followed or acted on entirely at your own risk, and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed.

1.6. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on the part of us.

1.7. We will not sell or deliver alcoholic Goods to anyone under the age of 18 or if they appear to us to be under the age of 18. If you place an order with us you have warranted to us that you are not under the age of 18. Further, upon delivery of alcoholic Goods, if we believe that you are under the age of 18 we may refuse delivery.

2. Orders and Specifications

2.1. No order submitted by you shall be deemed to be accepted by us unless and until confirmed in Writing by our authorised representative or accepted by us online. We reserve the right not to accept any order placed by you.

2.2. You shall be responsible to us for ensuring the accuracy of the terms of any order submitted by you, and for giving us any necessary information relating to the Goods within a sufficient time to enable us to perform the Contract in accordance with these Terms.

2.3. The quantity, quality and description of the Goods shall be as set out in our quotation (if accepted by you) or your order (if accepted by us). However:

2.3.1. Goods promoted by us for sale may, at the point of sale, not be available, due to depletion of stocks;

2.3.2. where our stocks of a particular vintage of wine are exhausted we will supply you with the next available vintage; and

2.3.3. we reserve the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory requirements which do not materially affect their quality.

2.4. No Goods are supplied by us on the basis that they may be returned (with a refund of the price of them) if not consumed.

2.5. We may provide a sample of Goods to you but this shall be paid for by you at the price listed in our published price list current at the time. A subsequent order of the Goods may give rise to a credit for the price of the Goods originally sampled.

2.6. All Goods sold by us to trade customers may only be sold by you within the European Economic Area.

3. Cancellation

3.1. Except as stated below, no order which has been accepted by us may be cancelled by you except with our agreement in Writing and on terms that you shall indemnify us in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by us as a result of cancellation.

3.2. Where Goods are sold at a distance or online:

3.2.1. You may cancel your Contract with us for the Goods you order at any time up to the end of the fourteenth working day from the date you receive the ordered Goods. You do not need to give us any reason for cancelling your Contract nor will you have to pay any penalty.

3.2.2. To cancel your Contract you must notify us in writing.

3.2.3. If you have received the Goods before you cancel your Contract then you must send the Goods back to our contact address at your own cost and risk. If you cancel your Contract but we have already processed the Goods for delivery you must not unpack the Goods when they are received by you and you must send the Goods back to us at our contact address at your own cost and risk as soon as possible.

3.2.4. Once you have notified us that you are cancelling your Contract, any sum debited to us from your credit or debit card will be credited to your account as soon as possible and in any event within 30 days of your order provided that the Goods in question are returned by you and received by us in the condition they were in when delivered to you. If you do not return the Goods delivered to you or do not pay the costs of delivery, we shall be entitled to deduct the direct costs of recovering the Goods from the amount to be credited to you.

3.3. We reserve the right to cancel the Contract between us if:

3.3.1. we have insufficient stock to deliver the Goods you have ordered;

3.3.2. we do not deliver to your area; or

3.3.3. one or more of the Goods you ordered was listed at an incorrect price due to a typographical error or an error in the pricing information received by us from our suppliers.

3.4. If we cancel your Contract we will notify you by email and will credit to your account any sum deducted by us from your credit or debit card as soon as possible but in any event within 30 days of your order. We will not be obliged to offer any additional compensation for disappointment suffered.

4. Price of the Goods

4.1. The price of the Goods shall be the quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in our published price list current at the date of acceptance of the order.

4.2. All prices quoted are valid for 30 days only or until earlier acceptance by you, after which time they may be altered by us without giving notice to you.

4.3. We reserve the right, by giving written notice to you at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to us which is due to any factor beyond our control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates or quantities of the Goods which is requested by you, or any delay caused by any instructions from you or failure by you to give us adequate information or instructions.

4.4. Except as otherwise stated in a written quotation or in any price list of ours, and unless otherwise agreed in writing between you and us, all prices are given by us are exclusive of transport, packaging and transit insurance.

5. Terms of payment

5.1. Subject to any special terms agreed in writing between you and us you will pay the price of the Goods when a written quotation which we give you is accepted by you, or any written order by you is accepted by us. We may issue a “pro-forma” invoice at this stage.

5.2. If we have agreed in writing with you to allow you a period of credit in respect of the price:

5.2.1. that period shall be from the date of the invoice or where you hold a trade account with us from the end of the month of the invoice;

5.2.2. if you fail to make any payment on the due date then, without limiting any other right or remedy available to us, we may: cancel the Contract or suspend any further deliveries to you; appropriate any payment made by you to such of the Goods (or the goods supplied under any other contract between you and we) as we may think fit

(notwithstanding any purported appropriation by you); and charge you interest (both before and after any judgment) on the amount unpaid, at the rate of 5 per cent per annum above Barclays Bank Plc’s base rate from time to time, until payment in full is made and require you to indemnify us for legal and bank fees incurred together with any other expenses arising in obtaining payment of that which is due.

5.3. If you pay for the Goods with cash you must ensure that you receive an authorised receipt from us as proof of payment.

6. Delivery

6.1. Delivery of the Goods shall be made by you collecting the Goods at our premises or, if some other place for delivery is agreed by us, by us delivering the Goods to that place.

6.2. The following special terms apply to the delivery of the Goods, unless otherwise agreed by us:

6.2.1. for Goods delivered within the boundaries of the M25, there shall be no charge for delivery provided that three or more cases of mixed wine are ordered or the value of the order is in excess of £120 plus VAT;

6.2.2. for Goods delivered outside of the boundaries of the M25, there shall be no charge for delivery provided that ten or more cases of mixed wine are ordered or the value of the order is in excess of £250 plus VAT;

6.2.3. for Goods delivered by courier, the courier’s charges will be payable by you where the value of the Goods is less than £70 plus VAT. This applies to orders of up to 4 consignments weighing up to 30kg each. We reserve the right to reject orders for consignments of more than 4 consignments that do not meet the minimum amount required;

6.2.4. for Goods delivered by courier on a pallet, where the value of the Goods is more than £500 plus VAT we shall pay the courier’s charges; and

6.2.5. for Goods delivered by courier on a pallet, where the value of the Goods is less than £500 plus VAT, the courier’s charges will be £80 plus VAT.

6.3. Any dates quoted for delivery of the Goods are approximate only and we shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by us in Writing but we will deliver within 10 days of the acceptance of an order.

6.4. The Goods may be delivered by us in advance of the quoted delivery date on giving reasonable notice to you.

6.5. A signed receipt for all Goods delivered must be provided by you unless otherwise agreed by us.

6.6. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by us to deliver any one or more of the instalments in accordance with these Terms or any claim by you in respect of any one or more instalments shall not entitle you to treat the Contract as a whole as repudiated.

6.7. If we fail to deliver the Goods (or any instalment) for any reason other than any cause beyond our reasonable control or your fault, and we are accordingly liable to you, our liability shall be limited to the excess (if any) of the cost to you (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

6.8. If you fail to take delivery of the Goods or fail to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond yours reasonable control or by reason of our fault) then, without limiting any other right or remedy available to us, we may:

6.8.1. store the Goods until actual delivery and charge you for the reasonable costs (including insurance) of storage; or

6.8.2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the Contract or charge you for any shortfall below the price under the Contract.

7. Risk and property

7.1. Risk of damage to or loss of the Goods shall pass to you:

7.1.1. in the case of Goods to be collected from our premises, at the time when we notify you that the Goods are available for collection; or

7.1.2. in the case of Goods to be delivered otherwise than at our premises, at the time of delivery or, if you wrongfully fail to take delivery of the Goods, the time when we have tendered delivery of the Goods.

7.2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to you until we have received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by us to you for which payment is then due.

7.3. Until such time as the property in the Goods passes to you, you shall hold the Goods as our fiduciary agent and bailee, and shall keep the Goods separate from your goods and those of third parties and properly stored, protected and insured and identified as our property.

7.4. Until such time as the property in the Goods passes to you (and provided the Goods are still in existence and have not been resold), we may at any time require you to deliver up the Goods to us and, if you fail to do so immediately, enter on any premises belonging to you or any third party where the Goods are stored and repossess the Goods.

8. Warranties and liability

8.1. Subject to the following provisions, we warrant that the Goods will correspond with their specification at the time of delivery, will be free from defects and will comply with all applicable regulatory requirements.

8.2. Where relevant, you may benefit from a producer’s guarantee.

8.3. The above warranty is given by us subject to the following conditions:

8.3.1. we shall be under no liability in respect of any defect arising from wilful damage, negligence, abnormal storing conditions, failure to follow our instructions (whether oral or in writing) or misuse; and

8.3.2. we shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.

8.4. Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.5. Where the Goods are sold under a consumer transaction your statutory rights are not affected by these Terms.

8.6. A claim by you which is based on any defect in the quality or condition of the Goods shall (whether or not delivery is refused by you) be notified to us within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and you do not notify us

accordingly, you shall not be entitled to reject the Goods and we shall have no liability for such defect or failure, and you shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

8.7. Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods is notified to us in accordance with these Terms, we may replace the Goods (or the part in question) free of charge or, at our sole discretion, refund to you the price of the Goods (or a proportionate part of the price), in which case we shall have no further liability to you.

8.8. Except in respect of death or personal injury caused by our negligence, or liability for defective products under the Consumer Protection Act 1987, we shall not be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of us, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by you, and the entire liability of us under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.

8.9. You must retain all packing materials used for the Goods for inspection by us in the event of a claim.

8.10. We shall not be liable to you or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of our obligations in relation to the Goods, if the delay or failure was due to any cause beyond our reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond our reasonable control:

8.10.1. Act of God, explosion., flood, tempest, fire or accident;

8.10.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;

8.10.3. acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

8.10.4. import or export regulations or embargoes;

8.10.5. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of us or of a third party);

8.10.6. difficulties in obtaining raw materials, labour, fuel, parts or machinery;

8.10.7. power failure or breakdown in machinery.

9. General

9.1. A notice required or permitted to be given by either party to the other under these Terms shall be in Writing.

9.2. No waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

9.3. If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.

9.4. Either we, or our suppliers, are the proprietors of the copyright in the content of our website and any literature produced by us, or our suppliers. This copyright, if infringed by you, shall lead to a claim by us, or our suppliers, against you.

10. Definitions and Interpretation

In these Terms :

10.1. “you” means the person who accepts our quotation for the sale of the Goods or whose order for the Goods is accepted by us and “your” shall be construed accordingly;

10.2. “Contract” means the contract for the purchase and sale of the Goods;

10.3. “Goods” means the goods (including any instalment of the goods or any parts for them) which we are to supply in accordance with these Terms;

10.4. ‘we’ means Alivini Company Limited (Company Registration Number  – 01885307) with a registered office of Units 2-3, 199 Eade Road, London N4 1DN;

10.5. ‘Terms’ means the standard terms set out in this document and (unless the context otherwise requires) includes any special terms agreed in writing between you and us; and

10.6. ‘writing’ includes facsimile transmission, email and comparable means of communication and written shall be construed accordingly;

10.7. any reference in these Terms to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time;

10.8. the headings in these Terms are for convenience only and shall not affect their interpretation; and

10.9. unless the context otherwise requires words denoting the singular shall include the plural and vice versa.