Terms & Conditions

  1. APPLICATION OF CONDITIONS

    1. Subject to any variation under condition 1.2 each contract (the “Contract”) between the Company and the person, firm or company (the “buyer”) who purchases goods (the “goods”) from the company shall be bound by these conditions including any conditions which the buyer purports to apply under any purchase order, confirmation of order, specification or other document.

    2. These conditions apply to all the Company’s sales and any variations to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the Managing Director.

    3. Every order by the Buyer to the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions.

    4. No order placed by the Buyer shall be deemed to be accepted by the Company until the Company delivers the Goods to the Buyer.

  2. PRICES

    1. The price for the Goods shall be the prices agreed between the Company and the Buyer (the “Purchase Price”) on the date of delivery or deemed value (the “Delivery Date”). The Purchase Price shall be net of any Value Added Tax.

    2. The Company reserves the right to change the Purchase Price at any time before the Delivery Date. The Company will notify the Buyer as soon as is reasonably practicable of any change in the Purchase Price.

  3. PAYMENT

    1. Payment is due within 30 days from invoice date. Interest is payable on any sums outstanding after the due date at a rate of 8% above the Northern Bank base rate for the time being in force.

    2. If any part of the Purchase Price due to be paid in accordance with Condition 3.1 remains unpaid for a period of seven days, the company shall have the right to nominate a date upon which the whole balance of all sums owing to the Company together with all interest and other charges (including, without limitation, a reasonable administration charge and the Company’s legal expenses) shall become payable and service of any notice in accordance with this condition shall make time for payment of the essence. Unless and until all such sums owing are paid to the Company, the Company shall be at liberty to suspend the performance of all or any of its obligations hereunder. For the avoidance of doubt, no payment shall be deemed to have been received from the Buyer until the Company has received cleared funds. in the event of non payment the Company reserves the right to dispose of any product, ingredients or packaging to minimise its loss.

    3. The Buyer shall make all payments due under these Conditions without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

    4. All payments payable to the Company under these Conditions shall become due immediately upon termination of any contract between the Company and the Buyer.

  4. DELIVERY

    1. All of our goods are supplied ex Works Norbev Limited, where we assist in delivery the following clauses apply.

    2. Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Buyers place of business

    3. Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are specified, delivery shall be within a reasonable time.

    4. All Goods meet the legislative requirements for “Best Before” date marking.

    5. Subject to the other provisions of these Conditions, the Company shall not be liable for any loss, costs, damages, charges or expenses including, without limitation, indirect or consequential loss, caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence)

    6. If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences of authorisations: (a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence). (b)the Goods shall be deemed to have been delivered; (c)the company may store Goods until Delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance)

    7. The Buyer shall provide at the Delivery Date and at its expense adequate and appropriate equipment and manual labour for unloading the Goods.

  5. NON-DELIVERY
    1. The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide evidence proving the contrary.

    2. The Company shall not be liable for any non-delivery or shortage of Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within seven days of the date when the Goods would in the ordinary course of events have been received.

    3. Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised against such Goods

  6. RISK / TITLE
    1. The Goods are at the risk of the Buyer from the time of delivery
    2. Ownership of the Goods shall not pass to the Buyer until the Company has received in full all sums due to it in respect of : (a) the Goods; or (b)all other sums which are or which become due to the Company from the Buyer on any account
    3. Until ownership of the Goods has passed to the Buyer, the Buyer shall: (a) hold the Goods on a fiduciary basis as the Company’s bailee; and (b)maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request, the Buyer shall produce the policy of insurance to the Company.

    4. The Buyer may resell the Goods before ownership has passed to it solely on the following conditions: (a)any sales will be effected in the ordinary course of the Buyer’s business at full market value; and (b)any such sale shall be a sale of the Company’s property on the Buyer’s behalf and the Buyer shall deal as principal when making such a sale.
    5. The Buyer’s right to possession of the Goods shall terminate immediately if: (a)the Buyer is being or has been wound up or become insolvent or enters into liquidation, receivership, administration, voluntary arrangement or other composition with creditors, or some other analogous event in relation to the Buyer, other than a solvent reorganisation. (b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other contract between the Company and the Buyer, or the Buyer is unable to pay its debts within the meaning of articles 186-188 of the Insolvency (Northern Ireland) Order 1989 or the Buyer ceases to trade; or (c) the Buyer encumbers or in any way changes any of the Goods.

    6. The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.

    7. On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this Condition 6 shall remain in effect.

  7. LIMITATION OF LIABILITY
    1. Subject to Conditions 2, 3 and 6 the following provisions set out the entire financial liability of the Company (including any liabilities for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of: (a)any breach of these Conditions: and (b)any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract

    2. All warranties, conditions and other Conditions implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

    3. Nothing in these Conditions excludes or limits the liability of the Company. . (a)for death or personal injury caused by the Company’s negligence; or (b)under article 2(3) Consumer Protection (Northern Ireland) Order 1987; or (c) for fraud or fraudulent misrepresentation.

    4. Subject to Conditions 7.2 and 7.3 . (a)the Company’s total liability in contract, tort, (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Purchase Price; and (b)the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

  8. ASSIGNMENT
    1. The Company may assign the Contract or any part of it to any person, firm or company.

    2. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

  9. CANCELLATION
    1. If the Buyer shall fail to make any payment when it becomes due or shall enter into any composition or arrangement with creditors (being an incorporated company), shall have a receiver or administrator appointed or shall pass a resolution for winding up or if a court shall make an order to that effect, or (not being an incorporated company) it shall have a receiving order made against it or, if there shall be any breach by it of the conditions hereof, the Company may by notice in writing and without prejudice to its other rights and remedies, defer or cancel any further deliveries to the Buyer or determine the Contract. Cancellation may also arise because the Buyer cancels an order or range of orders. In all such circumstances the Company has the right to create a charge for all stock and materials purchased for the Buyer and not previously invoiced and associated costs such as storage, delivery and administration. Where the cancellation occurs within four weeks of the date of production the Company can at its discretion levy a line time fee as the line would have been booked for the said production

  10. NOTICES
    1. Any notice required or permitted to be given by either party about the Contract shall be in writing addressed to the other at its registered office or principal place of business or such other address as may have been notified to the other.

    2. Any notice shall be deemed to have been received: (a)if sent by pre-paid first class post, two working days after posting; or (b)if delivered by hand on the day of delivery; or (c)if sent by fax on a working day prior to 4.00pm, at the time of transmission and otherwise on the next working day.

    3. Communications addressed to the Company shall be marked for the attention of the Managing Director

  11. GENERAL
    1. Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

    2. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable, or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

    3. Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

    4. Any waiver by the Company or any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other conditions of the Contract.
    5. The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any party that is not a party to it.

    6. The Company’s customers are free to list, buy or sell any goods of any third party.

    7. The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by Northern Irish law and the parties submit to the exclusive jurisdiction of the Northern Irish courts