Terms and Conditions of Sale

1. Definitions
1.1. “The Company” means Pol Roger Limited.
1.2. “The Purchaser” means the person, persons, firm or company entering into or purporting to enter into a contract with the Company.
1.3. “The Product” means any product supplied or to be supplied, of whatever nature, by the Company to the Purchaser under this Agreement.
1.4. “Terms” means the Terms set out in this document and any special Terms agreed in writing between the Company and the Purchaser.
1.5. “Delivery” means the completion of transporting of the Product by the Company or its agents to the entrance of the premises specified by the Purchaser in the Purchaser’s order prior to the commencement of off-loading of the Product.
1.6. “Collection” means the loading of the Product at the cellars of the Company’s principals or any other specified collection point.
1.7. “Insolvent” means the Purchaser becoming unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, the levying or threat of execution of distress on a property of the Purchaser, the appointment of a Receiver or Administrative Receiver over all or any part of the Purchaser’s property, a proposal for a Voluntary Arrangement or Compromise between the Purchaser and its creditors whether pursuant to the Insolvency Act 1986 or otherwise, the passing of a resolution for Voluntary Winding-up or summoning a meeting to pass such a resolution otherwise than for the purpose of a bona fide amalgamation or reconstruction, the presentation of a Petition for the Winding-up of the Purchaser or an Administration Order in relation to the Purchaser, or the Purchaser ceasing or threatening to cease to carry on its business.

2. Orders
2.1. Save where the Purchaser has entered into a prior written agreement with the Company, all orders are accepted by the Company only under these Terms which may not be altered without the written agreement of a Director of the Company. Any contrary or additional terms unless so agreed are excluded.
2.2. The Company reserves the right to make any changes in the specification of the Product which are required to conform with any applicable statutory, regulatory or any other international legal requirements.
2.3. No cancellation or variation of any contract is permitted without the agreement of the Company and shall only be on terms that the Purchaser shall indemnify the Company against all loss (including loss of profit) and costs incurred by the Company. Product returned by the Purchaser without the Company’s consent will not be accepted in exchange for credit.
2.4. Without prior agreement from a representative of the Company, the minimum order which the Company will accept is the equivalent of one full case of the Product. Delivery charges may be levied on small orders as set out in clause 3.2.
2.5. The Company will only accept orders from the Purchaser on the basis of these Terms of Sale. Any Terms which the Purchaser may purport to impose shall form no part of the contract between the Company and the Purchaser.

3. Price
3.1. The price of the Product shall be the Company’s quoted price, or where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only, or until earlier acceptance by the Purchaser, after which time the Company may alter them without giving notice to the Purchaser. The Company’s current price list is subject to alteration without notice.
3.2. The Company reserves the right to levy additional delivery charges on orders below minimum quantities: 12 x 4.5l equivalent cases outside M25, or 8 x 4.5l equivalent cases inside, or total order values below £1500.00 ex VAT. Otherwise, excepting ex-cellars sales where all charges are to be borne by the Purchasers unless otherwise negotiated and agreed with the Company, the cost of delivery to the Purchaser’s premises or warehouse location in the mainland U.K. is included in quoted prices, £18.00 ex VAT as standard.
3.3. The Company shall be entitled to adjust the price charged for any Product without prior notice to the Purchaser to reflect any increase in cost to the Company resulting from rise in cost of Product to the Company including, but not limited to, currency fluctuations, currency regulations, alteration in taxes, duties or levies, or conformity with any Acts, Orders, Regulations or Bye-Laws applicable to such Product.
3.4. The costs of any special packing or bespoke transport requests by the Purchaser shall be borne by the Purchaser. The Purchaser must make its own special insurance arrangements if desired.
3.5. Prices are exclusive of Value Added Tax, unless otherwise stated, which will be added where applicable at the rate then prevailing.

4. Resale
4.1. The Purchaser may only resell the Product in or from the bottles in which it is supplied by the Company.
4.2. The Purchaser shall not alter the labelling or other packaging of the Product itself in any way.

5. Payment
5.1. Unless alternative payment terms have been agreed between the Company and the Purchaser, payment in the specified currency shall be made in full prior to the dispatch of the Product.
5.2. If you are a Purchaser with extended payment terms and intend, being a company, to alter your constitution or, being a sole trader or partnership, to become incorporated or amalgamated with others, you will give prior written notice to us of the intended change if you wish to continue these terms following the change. Continuation of payment terms after the change shall be at our discretion and only deemed undertaken by us if a written acknowledgement is issued by one of our
5.3. If the Purchaser fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to;
5.3.1. cancel the Contract, suspend any further deliveries to the Purchaser, or suspend the performance of any further contract being undertaken for the Purchaser,
5.3.2. appropriate any payment made by the Purchaser to the Company against outstanding amounts at the Company’s discretion, notwithstanding any purported appropriation by the Purchaser,
5.3.3. charge the Purchaser interest, both before and after, any judgement on the amount unpaid at the rate of 2% per month from the date payment became due until the date payment is received. Any interest may be backdated to the original due date,
5.3.4. retain, as security against payment, all or any Product belonging to the Purchaser that shall at that time be in the Company’s possession,
5.3.5. sell such security in the event that the Purchaser fails to make payment of the amount owing to the Company (together with any amount due for interest pursuant to Clause 5.3.3 above),
5.3.6. at the Company’s discretion, impose a reasonable storage charge to the Purchaser in respect of the Product retained in storage, and
5.3.7. in the event that the Company should instruct a third party, whether a legal firm or a firm of debt collection agents, to recover an outstanding debt from the Purchaser then the Company shall have the right to recover from the Purchaser such charges and fees both incurred by the Company and payable to the third party.
5.4. You agree that we may obtain, retain, and provide to third parties references as to your financial standing.

6. Risk and Title
6.1. Title to the Product shall remain with the Company until the Purchaser has paid all sums owed associated with the sale.
6.2. Risk in the Product shall pass to the Purchaser;
6.2.1. in the case of the Company nominating a carrier, upon delivery to the Purchaser’s nominated delivery address, as evidenced by a proof of delivery or equivalent documentation;
6.2.2. in the case of the Purchaser nominating a carrier, risk shall pass on collection by the nominated carrier.
6.3. Until the title passes, the Purchaser will;
6.3.1. hold the Product as an agent for the Company,
6.3.2. keep the Product separately stored in a manner conducive and beneficial to the correct maintenance of the quality of the Product. Additionally, the Product must be protected, insured and identified as the Company’s property,
6.3.3. the Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness, any of the Product which remains the property of the Company, and
6.3.4. the Purchaser is licensed by the Company to use or agree to sell the Product in the ordinary course of its business, subject to the express condition that the proceeds of any sale or insurance proceeds received in respect of the Product are held in trust for the Company and are not mixed with other moneys, or paid into an overdrawn bank account, and shall at all times be identifiable as the Company’s money.
6.4. The Company may, at any time, revoke the power of sale and use granted to the Purchaser and recover and resell any Product of which title has not passed to the Purchaser.
6.5. The Company, by its servants or agents, shall be entitled to access the Purchaser’s premises, or those to which the Purchaser has the right of access, where the Product or any part thereof is stored, or thought to be stored, for the purpose of repossession at any time.

7. Traceability and Recall
7.1. All stock processed by Pol Roger Limited is recorded and tracked by both Lot Markings and Rotation details where available. These details are associated with the item from purchase, through receipt, fulfilment to final invoice, and if needed subsequent return.
7.2. In the event of a stock recall, the Company will freeze all associated products and contact all recipients of said stock to arrange return and compensation where appropriate.
7.3. The Company is certified by the BDA for all our organic products. They can be contacted on 01453 766296.

8. Claims
8.1. All delivery dates are estimates only. The Company shall not be liable for any loss costs, damages or expenses suffered by the Purchaser, or any other person or company, out of any failure to meet any estimated delivery date.
8.2. If it has been agreed that the Product is to be carried into the Purchaser’s nominated delivery address, then this shall be at the risk of the Purchaser and the Purchaser will indemnify the Company against any loss damage or injury that may occur.
8.3. The proof of delivery is absolute and irrevocable proof of delivery of the specified numbered items entered on the delivery note and no claim for shortages will be accepted or considered, except as herein described.
8.4. The Product shall be examined by the Purchaser at the time of Delivery or Collection and any loss or damage to the Product must be notified on any document signed by the Purchaser. On discovery of any shortfall or quality issues with the Product, the Purchaser must;
8.4.1. retain for inspection all packaging materials,
8.4.2. endorse any accompanying document with details of any loss or damage, and
8.4.3. advise both the Company and any agent of the Company involved in Delivery or Collection of any claim for any shortfall, loss or damage in writing within 5 (five) working days of Delivery or Collection.
8.5. Any claim by the Purchaser after 5 (five) working days which is based on any defect in the quality or condition of the Product which would not have been apparent on reasonable initial inspection shall be notified to the Company in writing within a reasonable time after discovery of the defect or failure. Lot number(s) of the containers and evidence of the defect or failure must be provided. Any claim by the Purchaser under this clause shall be subject to the Product having been stored
in a manner as is conducive and beneficial to the correct maintenance of the quality of the Product.
8.6. If delivery is not refused or the Purchaser does not notify the Company of any defect or failure accordingly, the Purchaser shall not be entitled to reject the Product and the Company shall have no liability. The Purchaser shall be bound to pay the price as if the Product had been delivered in accordance with the Contract.

9. Warranty
9.1. The Product is guaranteed when delivered or collected to be of the type and quality described in the Company’s price list. The Company will also endeavour to ensure that the Product complies with all relevant statutory requirements and regulations relating to the sale of the Product. The Company accepts no responsibility for any defects or damage caused to the Product or the packaging of the Product after Delivery or Collection.

10. Performance
10.1. The Company may suspend or cancel the whole Contract (or any part of), if the Company is prevented from, or hindered in, performing its obligations, or performance of those obligations is to a substantial degree rendered difficult by reason of circumstances beyond its control. Reasons include (but are not limited to); strike, lockout, labour dispute, damage to (or loss or failure) of machinery, insufficient supply of electricity, gas, oil or water, fire, flood, government intervention,
export restriction, confiscation, mobilization, war, blockage, Act of God, pandemic or epidemic, adverse weather or a shortage of carriage or shipping facilities.
10.2. If the Company exercises its right of suspension, the Purchaser may, within 5 (five) working days, cancel any remaining part of the Contract upon payment of all or any expenses incurred by the Company to date, together with its proper and reasonable charges for the Product supplied, up to and including the date of exercise of its right of suspension. The Company shall have no liability for any such suspension and on any such cancellation, whether by the Company or by the
Purchaser, the liability of the Company (if any) is limited to repayment of any part of the price received less the proper and reasonable charges and expenses already incurred by the Company.
10.3. The Company will be entitled to make an additional charge if;
10.3.1. the Purchaser fails to take delivery of the Product ordered, or
10.3.2. the Company agrees to accept the return of the Product.

11. Third Party Liability
The Company shall be under no liability in respect of any damage or loss to third parties, caused directly or indirectly by the Product. The Purchaser shall at all times indemnify the Company against any such loss or damage.

12. Suspension and Termination
12.1. The Company will be entitled, without prejudice, to any other right or remedy available, accruing or already accrued by notice, in writing to the Purchaser immediately (save as herein provided) to suspend or terminate this agreement if, at any time;
12.1.1. the Purchaser shall exceed any credit limit or breach any payment terms imposed by the Company,
12.1.2. there shall be any serious or continuing breach or series of breaches of this agreement by the Purchaser,
12.1.3. the Purchaser becomes insolvent as defined by the definition of “insolvent” in Clause 1.7 above,
12.1.4. an encumbrancer takes possession, or a Receiver is appointed, of any or any part of the property
or assets of the Purchaser,
12.1.5. the Purchaser ceases or threatens to cease to carry on trading with the Company, or
12.1.6. if there is a material change in the constitution of the Company.
12.2. In the event of any of the foregoing occurring, the Company shall be entitled to cancel the Contract or to suspend further performance of the Contract or any Contract in force between the Company and the Purchaser without liability to the Purchaser, for such a time as the Company shall deem fit
and for this purpose stop delivery of any Product in transit to the Purchaser, unless and until in the case of sub-clauses 11.1.1 and 11.1.2, only the event or events giving rise to the suspension or termination be remedied, on terms satisfactory to the Company.

13. Data Protection
13.1. By entering into an agreement with the Company under these Terms, the Purchaser hereby agrees to all data management practices as set out in the Company’s Privacy Policy, which can be found at https://www.polroger.co.uk/privacy-statement-uk/.

14. Miscellaneous
14.1. Any notices to the Company should be addressed to; Shelton House, 4 Coningsby Street, Hereford, HR1 2DY. Any notices to the Purchaser shall be addressed to its last known trading address.
14.2. The waiver by the Company of any breach or default of these Terms shall not be construed as a continued waiver of that breach, nor as a waiver of any subsequent breach of the same, or of any other provision.
14.3. If any Clause or sub-clause of these Terms is held by a competent authority to be invalid or unenforceable, the validity of other Clauses and sub-clauses of these Terms will not be affected, and they shall remain in full force and effect.
14.4. The headings for these Terms are for convenience only and shall have no effect upon interpretation.

15. Governing Law
15.1. This Contract shall be construed and governed in all respects by the law of England and Wales, and all disputes arising under or relating to the Contract shall be the subject of the jurisdiction of the Courts in England and Wales to which the Purchaser and the Company hereby submit and/or such other jurisdiction as the Company nominates in its sole discretion. The Company and the Purchaser expressly agree to exclude from these Terms and Conditions of Sale the United Nations
Convention on Contracts for the International Sale of Services 1980 and any successor thereto.