Trade Terms & Conditions
1.1. In these Terms:
1.2. “SELLER” means any Yonder Brewing and Blending
1.3. “BUYER” means the person who accepts the Seller’s Written quotation for the sale of the Goods or whose Written order for the Goods is accepted by the Seller;
1.4. “GOODS” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms;
1.5. “CONTRACT” means the contract for the sale and purchase of the Goods;
1.6. “INCOTERMS” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made;
1.7. “TERMS” means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and the Seller;
1.8. “WRITING”, and any similar expression, includes facsimile transmission and electronic mail and other comparable means of communication.
1.9. A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, reenacted or extended at the relevant time.
1.10. The headings in these Terms are for convenience only and shall not affect their interpretation.
2.1. The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Seller’s Written quotation (if accepted by the Buyer), or the Buyer’s Written order (if accepted by the Seller), subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2. No variation to these Terms shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.3. Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any claims as a result of such advice or recommendation.
2.4. 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 the Seller shall be subject to correction without any liability on the part of the Seller.
3.1. All sales orders are confirmed by the issuance of a Sales Order. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until this Sales order is issued by the Seller.
3.2. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3. The quantity, quality and description of the Goods and any specification for them shall be as set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
3.4. Unless otherwise stated, any specification, samples or details of Goods given by the Seller are intended only as a general indication of the nature of the Goods and the Seller shall not be liable for nor shall the Buyer be entitled to any other remedy on the ground of discrepancies between the same and the Goods supplied.
3.5. If the Goods are to be manufactured or packaged or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with, or paid or agreed to be paid by the Seller in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.6.No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
3.7. Unless previously agreed in Writing, nothing in this Contract shall entitle the Buyer to acquire or claim any title in or in any intellectual property rights related to or used on or in connection with the Goods
4.1. The price of the Goods shall be the Seller’s quoted price which is exclusive of VAT.
4.2. All prices quoted are valid subject to the final confirmation of the Seller.
4.3. The Seller reserves the right, by giving Written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.4. Unless otherwise stated all packaging is free of charge and is non returnable.
5.1. Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller may invoice the Buyer for the price of the Goods on or at any time after the goods have left the despatch location. Unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2. Unless special credit facilities have been expressly agreed in Writing, the Buyer shall pay the price of the Goods on the terms on the Sales Order. The time of payment of the price shall be of the essence of the Contract.
5.3. If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller may:
5.3.1. suspend any further deliveries to the Buyer until paid; and/or
5.3.2. treat the Contract as repudiated and terminated: and/or
5.3.3. appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and/or
5.3.4. re-sell any Goods not delivered; and/or
5.3.5. charge the Buyer interest in accordance with the Late Payments of Commercial Debts (Interest) Act 1998 plus a £100.00 administration fee.
6.1. Delivery of the Goods shall be made:
6.1.1. by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection; or
6.1.2. if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place; or
6.1.3. (where the Contract is based on CIF or CFR terms) shipping documents are delivered to the Buyer’s order;
6.1.4. Where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Seller shall be under no obligation under section 32(2) of the Sale of Goods Act 1979.
6.2. Where delivery of the Goods is to be made by the Seller in bulk, the Seller reserves the right to deliver up to 5 per cent more or 5 per cent less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.
6.3. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4. If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.5. The Buyer shall only be entitled to cancel the Contract by giving notice to the Seller if the Goods are not delivered by the date falling one week after the date of delivery specified in the Contract with the Buyer.
6.6. If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may:
6.6.1. store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.6.2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7.1. Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1. in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
7.1.2. in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has 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 the Buyer until the Seller has received in cleared funds payment in full of the price of the Goods (plus VAT) and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3. Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected, insured and identified as the Seller’s property, but the Buyer may resell or use the Goods in the ordinary course of its business.
7.4. Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payable.
8.1. The Seller warrants that the Goods will be free from defects in material and workmanship upon delivery.
8.2. The Seller 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.
8.3. The Buyer shall be responsible for ensuring that the Goods are fit for any purpose for which the Buyer requires them.
8.4. Unless the Buyer gives precise information as to the storage conditions, use and recipe to which the Goods will be used, and the test method details by which they will be analysed, the Seller does not make or give, nor has any servant or agent of the Seller authority to make or give, any representation or undertaking as to the Goods or their fitness for any particular purpose. The Seller will be given the right of access to examine processes, storage facilities and QC procedures and laboratories.
8.5. The Seller shall not be under any liability for variation in the nature or quality of the Goods caused by the passage of time or the elements after delivery or if the Goods deteriorate because of improper or excessive handling or storage after delivery.
8.6. A claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 28 days from the date of delivery. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer 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 or their failure to meet specification is notified to the Seller in accordance with these Terms such claim shall only be valid if at the request of the Seller the Goods are returned to the Seller in their original state and packaging. The Seller may replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), in which case the Seller shall have no further liability to the Buyer.
8.8. The Seller shall not be liable to the Buyer 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 the Seller, 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 the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.
9.1. If the Seller is unable to carry out in whole or part any Contract between the Seller and the Buyer as a result of or in connection with:-
9.1.1. Act of God, explosion, inclement weather, flood, tempest, fire or accident;
9.1.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
9.1.3. acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
9.1.4. import or export regulations or embargoes;
9.1.5. strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
9.1.6. crop failure, difficulties in obtaining raw materials, labour, fuel, parts or machinery;
9.1.7. Delay of Goods becoming available to the Seller beyond the Seller’s control;
9.1.8. Power failure or breakdown in machinery;
9.2. The Buyer in agreement with the Seller may terminate, cancel or suspend such Contract with the Buyer.
9.3. Such termination, cancellation or suspension shall not constitute a breach by the Seller of its obligation and the Seller shall not be liable to the Buyer for any delay and/or damage caused by reason of such termination, cancellation or suspension and in the case of suspension, dates for delivery be deferred to take account of such suspension.
10.1. This clause 10 applies if:
10.1.1. the Buyer makes a composition or a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters administration or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or a moratorium comes into force in respect of the Buyer (within the meaning of the Insolvency Act 1986); or
10.1.2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3. execution or distress is levied against any of the Buyer’s assets; or
10.1.4. the Buyer ceases, or threatens to cease, to carry on business; or
10.1.5. the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly; or
10.1.6. before delivery the buyer commits a breach of these Terms in relation to any Contract with the Seller.
10.2. If this clause applies then, without limiting any other right or remedy available to the Seller, the Seller may without any liability to the Buyer:
10.2.1. suspend or withhold any further deliveries under the Contract until the full amount of the price of the Goods is paid to the Seller and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary; or
10.2.2. may cancel any Contract forthwith by giving written notice to the Buyer.
11.1. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Inco terms shall have the same meaning in these Terms, but if there is any conflict between the provisions of Incoterms and these Terms, the latter shall prevail.
11.2. Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in Writing between the Buyer and the Seller) apply notwithstanding any other provision of these Terms.
11.3. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
11.4. Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered fob the air or sea port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
11.5. The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
11.6. Unless otherwise required by the Seller, payment of all amounts due to the Seller shall be made according to the terms on the Sales Order.
12.1. A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
12.2. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3. 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.
12.4. Any dispute or question arising under or in connection with the Contract or the sale of the Goods shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the London Chamber of Commerce, in accordance with the Arbitration Act 1996 as amended from time to time and the decision of such arbitrator shall be final and binding on the Seller and the Buyer.
12.5. These conditions and each contract of sale of Goods between the Buyer and the Seller and all matters arising in connection therewith shall be governed by the laws of England and the Buyer agrees to submit to the nonexclusive jurisdiction of the English courts.