Terms & Conditions
(a) These standard conditions and any additional conditions attached hereto constitute the entire agreement between BeerBelly Limited and any person to whom the company supplies goods or services to the exclusion of all other items, conditions and warranties whatsoever.
(b) No servant or agent of the Company has any authority to give any representation or warranty relating to the goods, or to agree any variation of these conditions unless such representation, warranty or variation is expressed in writing and signed on behalf of the Company by a Director or other person duly authorised by the Company.
(a) Quotations issued by BeerBelly Ltd are not offers capable of acceptance so as to make a binding contract. All orders placed with BeerBelly Ltd require its acceptance before any contract arises.
(b) All quotations given and all contracts made by BeerBelly Ltd are subject to the terms, conditions and exceptions contained herin. All conditions and exceptions referred to by the Buyer or contained in the Buyer's order are hereby excluded.
Prices quoted are exclusive of packing and carriage (if agreed to be made or arranged by BeerBelly Ltd) or of any goods or work not specified in the contract. Goods will be invoiced at prices ruling at date of dispatch. VAT extra where applicable.
(a) Each delivery hereunder shall constitute a separate contract. In the event of BeerBelly Ltd agreeing to deliver the goods, BeerBelly Ltd will deliver or arrange for the delivery of the goods at the place of delivery.
(b) The Buyer shall take delivery of the goods at the place of delivery with reasonable dispatch and subject to written advice from the Buyer in accordance Clause 8 (a) hereof, the goods shall be deemed to have been delivered complete and in satisfactory condition.
(c) Delivery dates mentioned in any quotation or acceptance or elsewhere are given in good faith but are approximate only and not of contractual effect. BeerBelly Ltd will not be liable for any loss, damage or delay due to the failure of BeerBelly Ltd for any reason whatsoever to deliver or arrange for the delivery of the goods on or by the date or dates of delivery. If BeerBelly Ltd is hindered or prevented from obtaining transport, delivery or arranging for the delivery of goods by war, strikes, riots or any other cause whatsoever beyond the control the company, the time for delivery shall at the company's option be extended accordingly and this clause shall apply to the new date or dates of delivery.
Unless otherwise agreed in writing the Buyer will pay for the goods in cash with discount not later that the last day of the calendar month next following delivery thereof.
6. Quantity and Specification
(a) All descriptions and illustrations contained in the BeerBelly Ltd catalogue, price list and advertisements or otherwise communicated to the buyer are intended merely to present a general idea of the goods described therein and subject to paragraph (c) below, nothing contained in any of such documents or otherwise communicated to the buyer shall form part of the contract.
(b) Notwithstanding that a sample of the goods may have been exhibited to and inspected by the Buyer, the Buyer agrees that any such sample was exhibit to and inspected solely to enable the Buyer to judge for himself the quality of the bulk of the goods and not so as to constitute a sale by sample. The Buyer shall take the goods at his own risk as to their corresponding with any such sample and as to their quality, condition or sufficiency for any purpose.
(c) All goods supplied shall conform to the specifications of the manufacturer (if any) relating and applicable thereto for the time being, and no other specification whatsoever. For the avoidance of doubt, it is declared that BeerBelly Ltd shall not be liable to the buyer for any change in specification between the date of the buyers order and the date of such goods are received by the Buyer and the Buyer shall not have right of rejection in respect thereof.
7. Title and Risk and Right of Recovery
(a) Risk in the goods shall pass to the buyer upon dispatch from BeerBelly Ltd works or at the place of delivery pursuant to Clause 4 (a) hereof.
(b) The goods shall remain the property of BeerBelly Ltd until the full amount under the contract has been received by BeerBelly Ltd. If the Buyer defaults in the due payment of any sum owning, BeerBelly Ltd shall be entitled to immediate return of all the goods.
(c) If the buyer takes delivery of the goods before full payment therefore is received by BeerBelly Ltd , BeerBelly Ltd shall be entitled to repossess the goods and thereafter to deal in any way with such goods free of claim or right of the Buyer therein, before payment for such goods has been received by BeerBelly Ltd -
(i) the Buyer becomes bankrupt or makes an assignment, agreement or composition with it's creditors or suffers distress or process of execution to be levied on its property or goes into liquidation whether compulsory or voluntary (except for the purpose of reconstruction or amalgamation) or has a receiver appointed over any part of it's undertaking, property or assets or it appears to BeerBelly International Ltd likely any of the above events will occur, or
(ii) Contract is terminated by BeerBelly Ltd pursuant to Clause 11 below.
For the purpose of repossession of the goods, the buyer authorises BeerBelly Ltd or it's agents to enter upon any premises where they have reason to believe the goods are situated.
8. Conditions and Warranties
(a) Should the buyer receive defective goods, the Buyer shall within 3 days of the date of delivery notify BeerBelly Ltd thereof, and shall, at the option of BeerBelly Ltd, either afford BeerBelly Ltd the right of inspection of the goods or return the goods to BeerBelly Ltd . If in the option of BeerBelly Ltd the defect is a result of faulty workmanship or materials or some other factor within it's control, BeerBelly Ltd shall, at it's option, either replace the defective goods or credit the buyer with the contract value thereof and shall (if applicable) reimburse the Buyer with the cost of returning the goods and BeerBelly Ltd shall not be liable for any costs whatsoever, if owing to the buyers material or nominated supplier's material being defective or unsuitable, the goods are unsatisfactory, the goods are unsatisfactory and no responsibility shall attach to BeerBelly Ltd but BeerBelly Ltd charges for the work carried out shall remain payable.
(b) Failure to notify BeerBelly Ltd within the period specified above shall (unless otherwise agreed in writing by BeerBelly Ltd) prevent the Buyer from claiming under the contract, whether the claim is in respect of defective goods, shortage of goods or damage or loss during carriage by BeerBelly Ltd.
(c) No warranty or condition is given by BeerBelly Ltd that the goods are fit for any general purpose or any particular purpose of the Buyer, whether known to BeerBelly Ltd or not. Any recommendations or suggestion relating to use or performance of the goods made by BeerBelly Ltd either in technical literature or in response to specific enquiry from the Buyer is given in good faith but is for the Buyer to satisfy himself as to the suitability of the goods for his own purpose and BeerBelly Ltd shall not be liable in any way should the goods not be suitable.
(d) The Buyer shall have no remedy against BeerBelly Ltd other than as provided in this clause in respect of defective goods, shortage of goods or damage or loss during carriage arranged by BeerBelly Ltd and the provisions of this clause shall apply to the exclusion of any other condition or warranty expressed or implied and the exclusion of any other rights of the Buyer in contract or in tort as to the quality, workmanship or fitness for the purpose of the goods delivered.
Without prejudice to Clause 8 above, any liability of BeerBelly Ltd to the Buyer whether in contract or in tort in any way arising out of the contract-
(a) Shall be limited to direct losses or damage only and shall not extend to loss of profit or any indirect or consequential loss, damage or injury howsoever arising:
(b) Shall, in respect of goods which are damaged during carriage by it's own transport, be strictly limited to the supply of a new part or making good the damage thereby caused and BeerBelly Ltd shall not be liable for any costs whatsoever:
(c) Shall not exceed and amount equal to the contract price.
10. Patent Protection
Where BeerBelly Ltd supplies the goods produced in accordance with designs or specifications provided by the buyer warrants that to the best of it's knowledge and belief such goods do not infringe any third party right. The buyer will indemnify and old BeerBelly Ltd harmless from all the claims, damages and costs in respect of any patent, trade mark, design rights, know how or other intellectual property right which may be infringed by the manufacture, sale or use of the goods so supplied.
(a) Either party may by notice given to the other terminate or suspect future deliveries if the other becomes bankrupt or makes an assignment, agreement or composition with its creditors or suffers distress or process of execution to be levied on any of its property or goes into liquidation whether compulsory or voluntarily (expect for the purpose of reconstruction or amalgamation) or has a receiver appointed over any part of it's undertaking, property or assets or if it appears to either party that it is likely that any of the above will occur in relation to the other party.
(b) Without prejudice to any other rights or remedied under the contract, either party may by notice to the other, terminated the contract or suspect future deliveries if the other fails to comply with any material obligation here under and such failure has not been remedied within10 days of notification from the other requiring remedy.
Any notice or other communication given under the contract shall be in writing and shall be sent first class post or (if appropriate) air mail or by telex to the address notified by the recipient to the other party. Proof of posting or dispatch shall be deemed proof of receipt in the case of a letter, on the third day after posting and in the case of telex, on the day following the date of dispatch.
13. Governing Law
The contract shall be governed by and construed in accordance with the laws of England and the parties herby submit to the exclusive transaction of the English Courts.