terms and conditions of business

James Clay are a Trade Only business and cannot supply to the general public.


TERMS AND CONDITIONS FOR THE SALE OF GOODS

1.    Definitions

Buyer
The legal person who buys or agrees to buy the goods from the Seller.

Conditions
The terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.

Container
Includes but not exclusive to kegs, casks, returnable bottles and case.

Equipment
Includes but not exclusive to beer dispense systems, cellar cooling equipment, point of sale and promotional material.

Goods
The articles which the Buyer agrees to buy from the Seller.

Price
The price for the Goods, excluding VAT and any carriage, packaging and insurance costs.

Seller
Broom House Investments Ltd, T/A James Clay
Unit 1, Grove Mills, Elland, West Yorkshire  HX5 9DZ


2.    Conditions

2.1    These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.

2.2    All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.   

2.3    Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.

2.4    These Conditions may not be varied except by the written agreement of [a director of] the Seller.

2.5    These Conditions represent the whole of the agreement between the Seller and the Buyer.  They supersede any other conditions previously issued.

2.6     The Buyer must ensure all persons acting on behalf of the Buyer in relation to the placing of orders with the Seller have full and sufficient authority to do so. The Seller is entitled to assume any person placing an order with the Seller is an authorised representative of the Buyer.

2.7    All contractual agreements made between the Seller and the Buyer are subject to English Law and under the jurisdiction of the English Courts

3.    Price

3.1    The price of the Goods shall be the price ruling at the date of despatch, or deemed despatch, notwithstanding any price specified in any order or price list. The Price is exclusive of VAT which shall be due at the rate in force on the date of the Seller’s invoice.

3.2    The Buyer shall keep all prices and terms negotiated with the Seller in strict confidence.

4.    Payment and Interest

4.1    Payment of the Price and VAT shall be due within 15 days of the month following the Seller’s invoice on ‘approved’ accounts or upon reaching any credit limit the Buyer may have been notified of in writing.

4.2    Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of [8%] per annum above the Bank of England base rate from time to time in force.  Such interest shall accrue after as well as before any judgment.

4.3    The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.

5.    Goods

The quantity and description of the Goods shall be as set out in the Seller’s confirmation of order.

6.    Warranties

The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller.  Except where the Buyer is dealing as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977), all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods are excluded].

7.    Delivery of the Goods

7.1    Delivery of the Goods shall be made to the Buyer’s address.  The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.

7.2    The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so.  Time of delivery shall not be of the essence of the contract.

7.3    The Seller shall be entitled to withhold the supply of goods where it has reasonable grounds to believe that such goods may not be paid for in full.

7.4    The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods.  If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.

7.5    If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.

7.6    Delivery of the Goods is deemed to have taken place if the Goods in question are left within any part of the Buyer’s premises irrespective of whether the Buyer is present at the time. The Seller and its employees are under no obligation to deliver the goods to cellar or storage area of the Buyer.

8.    Acceptance of the Goods

8.1    The Buyer shall be deemed to have accepted the Goods 48 hours after delivery to the Buyer.  

8.2    The Buyer shall carry out a thorough inspection of the Goods within 48 hours of delivery and shall give written notification to the Seller within 3 working days of delivery of the Goods of any defects which a reasonable examination would have revealed.

8.3    Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.  

9.    Re-Wholesaling

9.1     The Buyer is strictly prohibited from actively selling (where active selling includes offering the Sellers goods for sale as well as any physical exchange) the Sellers goods to other wholesalers without explicit permission to do so from the Seller.

10.    Equipment loan and Empties

10.1    Any Equipment supplied by the Seller to the Buyer that is not paid for in full shall remain the property of the Seller and the Buyer agrees to repair or replace any damage and/or deterioration of the equipment not caused by fair wear and tear. The Seller retains the right to access the Buyer premises to remove any equipment it owns. The Seller will endeavour to maintain any equipment loaned to the Buyer but the Seller (or nominated sub-contractor) is not liable for any failure to do so.

10.2    All Containers explicitly stated on the delivery note and invoice remains the property of the Seller. The containers that carry a deposit will be made clear on the delivery note and invoice and the deposit charged will be refundable upon their return. When empty the Container(s) should be returned on the next vehicle to make a delivery on behalf of the Seller.

11.    Title and risk

11.1    Risk shall pass on delivery of the Goods to the Buyer’s address.

11.2    The Buyer shall be responsibly for the security of the Goods from such time that the delivery has taken place.

11.3    Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.

11.4    Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.

11.5    The Seller may at any time before title passes and without any liability to the Buyer:

11.5.1    repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
11.5.2    for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.

11.6    The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.

12.    Carriage of Goods

Free delivery available for orders over 10 cases in ‘Normal Delivery Areas’

Normal Delivery Areas:
West and South Yorkshire, Greater Manchester, Newcastle Upon Tyne

Please enquire for free delivery quantities for the rest of the UK.