Terms and Conditions
Wines of Great Britain Ltd Standard Terms and Conditions for Supply of Services Relating to Wine Scheme Applications
1.1 In this document the following words shall have the following meanings:
1.2 “Application” means an Application for assessment under the Protected Designation of Origin or Protected Geographical Indication Wine Schemes as set out in the DEFRA regulations current at the time of the Application. An Application shall constitute an order from the Customer to the Supplier for the supply of services in accordance with these conditions.
1.3 “Conditions” means the terms and conditions of supply as set out in this document;
1.4 “Contract” means the contract between the Customer and the Supplier for the supply of services in accordance with these conditions.
1.5 “Customer” means the person, firm or company who purchases Services from the Supplier;
1.6 “Document” includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disc or other device or record embodying information in any form;
1.7 “Services” means the services (of any kind and in any form) agreed in the Application to be supplied by the Supplier to the Customer, together with any other services which the Supplier provides, or agrees to provide to the Customer;
1.8 “Supplier” means Wines of Great Britain Ltd with registered office at 177 Temple Chambers, 3-5 Temple Avenue, London, EC4Y 0DB
1.9 “VAT” means value added tax chargeable under English law for the time being and any similar additional tax.
1.10 Headings in these Conditions shall not affect their interpretation.
1.11 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.12 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.13 Words in the singular include the plural and in the plural include the singular.
1.14 A reference to one gender includes a reference to the other gender.
2 Application of Conditions
2.1 These Conditions shall apply to and be incorporated into the Contract and shall prevail over any inconsistent terms or conditions contained in or implied by law, trade custom, practice or course of dealing. Any variation to these Conditions and any representations about the Services to be delivered under the Contract shall have no effect unless expressly agreed in writing and signed by a duly authorised representative of the Supplier.
2.2 The Application constitutes an offer by the Customer to purchase the Services on these Conditions. The Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any Application shall not govern the Contract.
2.3 The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. Nothing in this Condition shall exclude or limit the Supplier’s liability for fraudulent misrepresentation.
2.4 Nothing in these Conditions shall prejudice any condition or warranty, express or implied, or any legal remedy to which the Supplier may be entitled in relation to the Services, by virtue of any statute law or regulation.
3 Price and Payment
3.1 The price for the Services shall be as set out in the Contract and is subject to any applicable charges and only where stated in the Contract is inclusive of VAT.
3.2 The Customer shall make all payments under the Contract prior to commencement of the Services.
3.3 Without prejudice to any other rights of the Supplier, if the Customer shall fail to make payment in full in accordance with this Condition the Supplier shall be entitled to suspend this or any other Contract with the Customer and in such event the Customer shall not in any respect be released from its obligations to the Supplier under this or any other Contract. Alternatively the Supplier shall be entitled to terminate this Contract or any other Contract with the Customer in accordance with these Conditions and to claim damages from the Customer for this breach.
4.1 Information or advice emanating from the Supplier is given after the exercise of all reasonable care in its compilation, preparation and issue, but is provided without liability in its application and use. Except in respect of death or personal injury caused by the Supplier’s negligence or as expressly provided in these Conditions, the Customer acknowledges that the Supplier shall not be liable to the Customer 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 any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services under this Contract or their use by the Customer, and the total liability of the Supplier under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the amount of the Supplier’s charges for the provision of the Services, except as expressly provided for in these Conditions. The Supplier shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any material or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non arrival, or any other fault of the Customer.
The Supplier shall reserve the right to use electronic means or the like as the primary mechanism for communication and delivery of Information and Services (including but not limited to publications, reports and certificates) unless otherwise agreed in writing with the Customer and in this regard the Supplier shall have no liability to the Customer for any losses, damages, claims or costs.
5 Customer’s Obligations and Liabilities
5.1 The Customer shall ensure that the terms of its Application for the provision of the Services are complete and accurate.
5.2 To enable the Supplier to perform its obligations the Customer shall:
5.2.1 Co-operate with the Supplier in all matters relating to the provision of the Services;
5.2.2 Comply with such other requirements as may be set out in the Contract or as otherwise agreed between the parties in writing.
6 Delays, Suspensions and Interruptions
6.1 The Supplier shall use all reasonable endeavours to comply with any date or dates for completion of the Services as stated in the Contract. Failure to complete the Services by such date or dates for any reason shall not constitute a breach of Contract and time shall not be of the essence of the Contract.
7 Reports and Statements
7.1 Unless a report includes an explicit statement of compliance/non-compliance with a requirement and/or specification, no such statement should be inferred.
7.2 Unless a report includes an explicit statement to the contrary, results reported relate only to the items tested.
7.3 Any opinions and interpretations provided by the Supplier are not provided under the auspices of any third party certification of accreditation.
8.1 Both parties shall keep in strict confidence all information concerning that party’s business or products which the other party may obtain during the provision of the Services (the “Confidential Information”).
8.2 Both parties shall ensure that their employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such Confidential Information comply with this Condition.
9.1 Termination by the Customer can be effected only with the written consent of the Supplier and on terms which indemnify the Supplier against all loss.
9.2 The Supplier shall be at liberty (without prejudice to any other rights it may have) to terminate the Contract forthwith on giving notice in writing for any of the following reasons:
9.2.1 Non-payment by the Customer of any one or more invoices submitted by the Supplier;
9.2.2 A material breach of the Customer’s express or implied obligations under the Contract and where such breach is remediable the Customer fails to remedy that breach within thirty (30) days of being notified by the Supplier in writing of the breach;
9.2.3 If a petition is made for the Customer’s bankruptcy or a criminal bankrupt order is made against the Customer or if the Customer makes any composition or arrangement with or for the benefit of creditors or makes any conveyance or assignment for the benefit of creditors;
9.2.4 Where the Customer is a company, if any action is taken for or with a view to its winding up, or a petition is presented for an administration or winding up order against it or such an order is made, or it becomes insolvent or unable to pay its debts as they fall due, or an administrative receiver or receiver or manager of its undertaking is duly appointed by a creditor or by the court, or possession is taken of any of its property by an encumbrancer and in that event such termination shall not affect any rights which the Supplier may have against the Customer in consequence of the breach by the Customer;
9.2.5 If the Supplier is of the belief that the Customer is using the Services with fraudulent or criminal intent.
9.3 The accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
10 Force Majeure
10.1 Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war or fire and the party shall be entitled to a reasonable extension of its obligations. In such an event the Supplier reserves the right to all sums owing for any Services supplied to the Customer up the date of such event.
11.1 If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provision hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
12 No Partnership or Agency
12.1 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent for the other party for any purpose. No party shall have authority to act as agent for, and to bind, the other party in any way.
13.1 The Customer shall not be entitled to assign its rights or obligations under any Contract with the Supplier without the prior written consent of the Supplier.
14.1 Any waiver by the Supplier of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
15.1 Where a notice is required to be given to any party hereto it may be served by leaving it at the registered office or last known address of that party. Otherwise it may be delivered personally, or be sent by first class post, recorded delivery or by commercial courier to the other party and for the attention of that party’s nominated contact in accordance with Condition 15.2.
15.2 Any notice shall be deemed to have been duly received if delivered personally when left at the address or, if sent by pre-paid first class post or recorded delivery on the second business day after posting, or if delivered by commercial courier on the date and at the time that the courier’s delivery receipt is signed.
16 Contracts (Rights of Third) Parties Act 1999
16.1 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.
17 Governing Law and Jurisdiction
17.1 The Contract to which these Conditions apply and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims), unless otherwise stated, shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).