(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 

(b) A reference to a party includes its successors and permitted assigns.

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written excludes fax but not email.

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 Unless otherwise agreed by the Supplier in writing, before placing any Order the Customer must complete and submit a new account application form in the form required by the Supplier from time to time.

2.3 The Supplier reserves the right to accept or reject any account application in its sole discretion. The Customer acknowledges that, as a condition of account approval, the Supplier may conduct due diligence checks on the Customer in accordance with the HMRC Alcohol Wholesaler Registration Scheme (AWRS) or any successor or equivalent regulatory scheme. The Customer’s account shall only be deemed to be accepted when the Supplier issues written confirmation of account approval to the Customer.

2.4 The Customer warrants that all information provided in the account application is true, accurate and complete, and the Customer shall promptly notify the Supplier of any changes to such information.

2.5 By submitting an account application or placing an Order, the Customer accepts and agrees to be bound by these Conditions.

2.6 Once the Customer’s account has been accepted, the Customer must place its first Order within 30 days of the date of account approval. Failure to do so may result in the account being suspended or closed at the Supplier’s discretion.

2.7 Unless otherwise agreed by the Supplier in writing, the minimum order quantity for 70cl spirits is two cases (each case consisting of six bottles). When ordering other products, the value must equate to the minimum order quantity for 70cl spirits. For pallet orders, the minimum order quantity is one pallet (equating to sixty-four cases).

2.8 Without prejudice to clause 2.7, when placing a pallet order, the Customer may mix and match different products, provided that each product type is ordered in multiples of six bottles (i.e., by the case) to make up the full pallet.

2.9 The Customer may submit an Order by:

(a) email to the address notified by the Supplier from time to time; or

(b) telephone to the number notified by the Supplier from time to time.

2.10 Where an Order is placed by telephone, the Order shall only be deemed to be accepted when the Supplier sends a written acceptance of the Order to the Customer by email, at which point the Contract shall come into existence on these Conditions. Any terms or conditions contained in or attached to any response from the Customer shall be of no effect.

2.11 Any person placing an Order with the Supplier must be aged 18 or above.

2.12 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer must ensure that the details of the Order are complete and accurate.

2.13 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point and on which date the Contract shall come into existence.

2.14 The Customer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

2.15 Any samples, drawings, descriptive matter or advertising produced by or on behalf of the Supplier and any descriptions or illustrations contained on the Supplier's website (isleofwightdistillery.com) or in the Supplier’s printed catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

3.1 The Goods are described on the Supplier's website (isleofwightdistillery.com) and in any printed catalogue issued by the Supplier from time to time.

3.2 The Supplier reserves the right to amend the Specification if required by any applicable law or regulatory requirement, and shall notify the Customer in any such event.

4. Delivery

4.1 The Supplier shall ensure that: 

(a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the contract number or reference, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and 

(b) it states on the delivery note if it requires the Customer to return any packaging materials, in which case the. Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.

4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

4.3 The Supplier aims to dispatch accepted Orders within three to seven working days, but this is an indicative timeframe only and shall not give rise to any liability on the part of the Supplier.

4.4 Upon acceptance of an Order, the Supplier shall notify the Customer by email of the estimated lead time for dispatch of the Goods.

4.5 The Supplier may use third-party courier and haulage companies to deliver the Goods and shall endeavour to obtain competitive pricing for such services.

4.6 The Supplier may decline to deliver the Goods if it reasonably believes that delivery would be unsafe, unlawful or unreasonably difficult, or if the Delivery Location is unsuitable for the Supplier’s vehicle. In such circumstances, the Supplier shall notify the Customer and the parties shall agree an alternative Delivery Location or delivery arrangement.

4.7 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.

4.8 For the avoidance of doubt, any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.9 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall not be liable for any failure to deliver the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.10 If the Supplier attempts delivery of the Goods to the Delivery Location and the Customer fails to accept delivery (including where no person is available to accept delivery, the Customer refuses delivery, or the Delivery Location is inaccessible), then, except where such failure is caused by a Force Majeure Event:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier first attempted delivery; and

(b) the Supplier shall store the Goods until actual delivery takes place, and shall, without limiting its rights, be entitled to charge the Customer for all related costs and expenses (including insurance).

4.11 If, ten Business Days after the Supplier first attempted delivery, the Customer has not accepted actual delivery of the Goods, the Supplier may resell or otherwise dispose of part or all of the Goods and, without limiting its other rights, charge the Customer for any shortfall below the price of the Goods together with all reasonable costs and expenses of storage (including insurance) and resale.

4.12 The Supplier may deliver the Goods by instalments, which it shall invoice and which the Customer shall pay for separately. Each instalment shall constitute a separate contract. Any delay in delivery of or defect in an instalment shall not entitle the Customer to cancel any other instalment. 

5.1 The Supplier warrants that on delivery the Goods shall:

(a) conform in all material respects with their description and the Specification;

(b) be free from material defects in formulation, ingredients and production;

(c) comply with all applicable laws, regulations and statutory requirements in force in the United Kingdom relating to the production, labelling, packaging, composition and sale of alcoholic beverages.

5.2 Where a best before date or recommended consumption date is stated on the Goods, the warranties in clauses 5.1(a) and 5.1(b) shall continue to apply until that date, provided that the Goods have been stored in accordance with clause 7 (Product Storage and Handling) and any storage instructions provided by the Supplier.

5.3 Subject to clause 5.4, if:

(a) the Customer gives notice in writing to the Supplier within 5 Business Days of delivery that some or all of the Goods do not comply with the warranty set out in clause 5.1 (or, in the case of any defect that would not be apparent on reasonable inspection, within a reasonable time of discovery);

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer’s cost (which cost the Supplier shall reimburse if it agrees that such Goods do not comply with the warranty set out in clause 5.1),

the Supplier shall, at its option and to the extent that it agrees that such Goods do not comply with the warranty set out in clause 5.1, replace the defective Goods or refund the price of the defective Goods in full.

5.4 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.3;

(b) the defect arises because the Customer failed to follow the Supplier's instructions as to the storage or handling of the Goods or (if there are none) good trade practice for the storage and handling of alcoholic beverages;

(c) the Customer alters, repackages, rebottles or tampers with the Goods or their packaging without the prior written consent of the Supplier;

(d) the Customer combines the Goods with any other products contrary to any instructions or guidance provided by the Supplier;

(e) the defect arises as a result of wilful damage, negligence, or improper storage conditions; or

(f) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.5 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

5.7 These Conditions shall apply to any replacement Goods supplied by the Supplier.

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the later of:

(a) completion of delivery; and

(b) the Supplier receiving payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due.

6.3 Until title to the Goods has passed to the Customer, the Customer shall: 

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property; 

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d); and

(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:

(i) the Goods; and

(ii) the Customer's ongoing financial position.

6.4 Subject to clause 6.5, the Customer may resell the Goods in the ordinary course of its business before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:

(a) it does so as principal and not as the Supplier’s agent; and

(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs; and

(c) the Customer shall hold the proceeds of such resale on trust for the Supplier in a separate account and shall not mix such proceeds with any other money or pay the proceeds into an overdrawn bank account. The Customer shall account to the Supplier for the proceeds on demand and shall pay to the Supplier an amount equal to the price of the Goods resold.

6.5 At any time before title to the Goods passes to the Customer, the Supplier may:

(a) by notice in writing to the Customer, terminate the Customer's right under clause 6.4 to resell the Goods in the ordinary course of its business; and

(b) require the Customer to deliver up all Goods in its possession and control that have not been resold, and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.

7.2 The Supplier may, by giving notice in writing to the Customer at any time up to 10 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or 

(c) any delay caused by any instructions of the Customer or failure of the Customer to give or delay by the Customer in giving the Supplier adequate or accurate information or instructions. 

7.3 The price of the Goods excludes: 

(a) amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b) the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to and payable by the Customer.

(c) all excise duties, customs duties, import duties, levies and similar taxes or charges (Duties), which shall be the sole responsibility of the Customer from the point of purchase in accordance with clause 11.

7.4 Subject to clause 7.5, the Supplier may invoice the Customer for the Goods at any time before, on or after the completion of delivery.

7.5 Unless credit terms have been agreed in writing by the Supplier, all Orders shall be paid in full by proforma invoice and the Goods shall not be dispatched until payment has been received in cleared funds. Where credit terms have been agreed, subsequent Orders shall be subject to those credit terms up to any credit limit notified by the Supplier to the Customer from time to time.

7.6 The Customer shall pay each invoice submitted by the Supplier:

(a) before dispatch of the Goods (where no credit terms have been agreed) or in accordance with any credit terms agreed in writing by the Supplier; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

7.7 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then without limiting the Supplier's remedies under clause 10, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.7 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8.1 This clause 8 sets out the entire liability of the Supplier (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of any breach of the Contract or any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract. The limits and exclusions in this clause 8 reflect the insurance cover the Supplier has been able to arrange. The Customer is responsible for making its own arrangements for the insurance of any excess liability.

8.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.

8.3 Nothing in the Contract limits any liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; 

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; 

(d) defective products under the Consumer Protection Act 1987; or

(e) any liability that cannot legally be limited.

8.4 Subject to clauses 8.3 and 16.4, the Supplier's total liability to the Customer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price paid by the Customer for the Goods under the Contract giving rise to the claim.

8.5 Subject to clauses 8.3 and 16.4, the following types of loss are wholly excluded:

(a) loss of profits (including loss of anticipated savings);

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of use or corruption of software, data or information;

(e) loss of or damage to property (other than the Goods themselves);

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

8.6 This clause 8 shall survive termination of the Contract.

8.7 Unless the Customer notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became aware, or ought reasonably to have become aware, of having grounds to make a claim in respect of the event, and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

9.1 The Customer shall indemnify and hold harmless the Supplier against all Losses incurred by the Supplier arising out of or in connection with any breach by the Customer of its obligations under clause 11 (Excise Duties and Taxes), clause 12 (Age Restrictions and Responsible Sale), clause 13 (Intellectual Property and Trade Marks), clause 14 (Regulatory Compliance), clause 15 (Storage) or clause 16 (Product Recall).

10.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract, any other Contract with the Customer, and any account held by the Customer, with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Contract (other than a breach to which clause 10.1(e) applies) and (if such a breach is remediable) fails to remedy that breach within 21 days of being notified in writing to do so;

(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; 

(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

(e) the Customer breaches any of its obligations under clause 11 (Excise Duties and Taxes), clause 12 (Age Restrictions and Responsible Sale), clause 13 (Intellectual Property and Trade Marks), clause 14 (Regulatory Compliance), clause 15 (Product Storage and Handling) or clause 16 (Product Recalls); or

(f) any licence, registration, permit or approval required for the Customer to purchase, store or resell alcoholic products is revoked, suspended or made subject to conditions that materially affect the Customer’s ability to perform its obligations under the Contract.

10.2 Without limiting its other rights or remedies, the Supplier may suspend supply of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 10.1(b) to clause 10.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

10.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract, any other Contract with the Customer, and any account held by the Customer, with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under any Contract and remains in default not less than 7 days after being notified in writing to make such payment.

10.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which the Customer shall pay immediately on receipt.

10.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.

11.1 Unless otherwise expressly agreed in writing, all Duties arising in connection with the Goods shall be the sole responsibility of the Customer from the point of purchase. The Customer shall:

(a) be responsible for accounting for and paying all Duties in accordance with applicable laws and regulations;

(b) where the Goods are supplied for sale or consumption in the United Kingdom, be responsible for accounting for and paying all applicable UK excise duty in accordance with the requirements of HM Revenue & Customs;

(c) where the Goods are supplied under duty suspension arrangements, comply with all requirements relating to the movement, storage and sale of duty-suspended goods, including maintaining any necessary authorisations, registrations or approvals; and

(d) where the Goods are supplied under duty suspension arrangements:

(i) ensure that it is duly authorised to receive such Goods; and

(ii) comply with all applicable requirements relating to bonded warehousing and the movement of excise goods under the Excise Movement and Control System (EMCS), including the timely submission and receipt of all required electronic administrative documents (eADs) and confirmations of receipt.

11.2 If the Supplier is required by any applicable law or authority to pay any Duties for which the Customer is responsible under this Contract, the Customer shall reimburse the Supplier in full on demand.

12.1 The Customer shall comply with all applicable laws, regulations and codes of practice relating to the sale, marketing and distribution of alcoholic products in the relevant territory, including all requirements relating to minimum age restrictions for the purchase, supply and consumption of alcohol. Without limiting the generality of the foregoing, the Customer shall:

(a) ensure that the Goods are not sold, supplied or otherwise made available to any person under the legal minimum age for the purchase of alcohol in the relevant jurisdiction;

(b) implement and maintain appropriate age verification procedures for all sales channels, including in-person and online sales;

(c) ensure that all personnel involved in the sale or distribution of the Goods are adequately trained in responsible alcohol retailing and age verification requirements;

(d) not use any marketing, advertising or promotional materials in connection with the Goods that are directed at, or are likely to appeal particularly to, persons under the legal minimum age for the purchase of alcohol; and

(e) comply with all applicable industry codes of practice relating to the responsible marketing, sale and promotion of alcoholic products.

12.2 The Customer shall promptly notify the Supplier in writing if it becomes aware of any breach or suspected breach of its obligations under this clause or of any investigation, enforcement action or complaint by any regulatory authority or third party relating to the sale of the Goods to persons under the legal minimum age.

13.1 The Customer acknowledges that all Intellectual Property Rights in the Goods and in any point-of-sale, promotional or marketing materials or other items supplied by the Supplier to the Customer, including (without limitation) all rights in the Trade Marks, the distinctive bottle designs, recipes and botanical formulations, production methods, labelling and packaging, shall remain the property of the Supplier. Nothing in these Conditions or any Contract shall operate to transfer or grant to the Customer any right, title or interest in or to any Intellectual Property Rights of the Supplier, except for the limited rights of use expressly granted under this clause.

13.2 The Customer may:

(a) display any point-of-sale or promotional materials featuring the Trade Marks that are supplied by the Supplier, in accordance with any instructions provided by the Supplier; and

(b) use the Trade Marks solely for the purpose of identifying and listing the Goods for resale on the Customer’s website or in the Customer’s catalogues or price lists.

13.3 The Customer shall not otherwise use the Trade Marks or any Intellectual Property Rights of the Supplier in any advertising, marketing or promotional materials without the prior written consent of the Supplier.

13.4 The rights of use granted under this clause shall automatically terminate on expiry or termination of the Contract or on the Supplier giving written notice to the Customer at any time. On termination, the Customer shall immediately cease all use of the Trade Marks and return to the Supplier any point-of-sale or promotional materials in its possession.

13.5 The Customer shall promptly notify the Supplier if it becomes aware of any infringement or suspected infringement of the Trade Marks or any other Intellectual Property Rights of the Supplier.

13.6 The Customer shall not do, or omit to do, anything which damages or is likely to damage the goodwill or reputation of the Supplier or the Trade Marks, or which may bring the Supplier or the Trade Marks into disrepute.

14.1 The Customer shall comply with all applicable laws, regulations, codes of practice and guidance in connection with its activities under the Contract, including (without limitation) all laws and regulations relating to the sale, marketing, distribution and storage of alcoholic products.

14.2 The Customer shall conduct its business and perform its obligations under the Contract in accordance with Good Industry Practice.

14.3 The Customer warrants and represents that it holds and shall maintain throughout the duration of the Contract all licences, registrations, permits and approvals required for the purchase, storage and resale of alcoholic products, including (without limitation) registration under the HMRC Alcohol Wholesaler Registration Scheme (AWRS) or any successor or equivalent regulatory scheme where applicable.

14.4 The Customer shall provide evidence of such licences, registrations, permits and approvals to the Supplier on request and shall notify the Supplier immediately if any such licence, registration, permit or approval is revoked, suspended or made subject to conditions.

14.5 The Customer shall not: (a) sell, offer for sale or otherwise make available the Goods via any online marketplace (including, without limitation, Amazon, eBay, Etsy or any similar third-party marketplace platform); or (b) supply, transfer or otherwise make available the Goods to any third party for the purpose of, or where it is reasonably foreseeable that such supply may result in, those Goods being sold or made available via any online marketplace, in each case without the prior written consent of the Supplier. The Customer shall not alter, repackage, rebrand or modify the Goods or their packaging in any way without the prior written consent of the Supplier.

14.6 The Customer shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption, including the Bribery Act 2010.

14.7 The Customer shall have and maintain in place throughout the term of the Contract its own policies and procedures to ensure compliance with clause 14.7, and shall enforce them where appropriate.

14.8 The Customer shall promptly notify the Supplier in writing if it becomes aware of any breach or suspected breach of its obligations under clause 14.7, or if it receives any request or demand for any undue financial or other advantage in connection with the performance of the Contract.

14.9 The Customer shall comply with all applicable data protection and privacy legislation in force from time to time, including the UK GDPR and the Data Protection Act 2018, in connection with any personal data it processes under or in relation to the Contract.

14.10 The Customer shall ensure that it has all necessary consents, notices and lawful bases in place for any collection, processing or sharing of personal data in connection with the Contract, and shall implement appropriate technical and organisational measures to protect such data.

14.11 The Supplier shall have no liability for any breach of data protection legislation by the Customer.

15.1 The Customer shall store and handle the Goods in accordance with Good Industry Practice for the storage of alcoholic beverages and in compliance with any storage instructions provided by the Supplier. In particular, the Customer shall ensure that the Goods are stored:

(a) in appropriate conditions of temperature, humidity and light to preserve quality;

(b) with adequate security against theft, damage and contamination; and

(c) separately from any goods which might contaminate or affect the quality of the Goods.

15.2 The Customer shall maintain accurate records of all batches of Goods received, including batch numbers, quantities and dates of receipt, and shall make such records available to the Supplier on request.

16.1 The Customer shall give any assistance that the Supplier reasonably requires to recall, as a matter of urgency, Goods from the retail or wholesale markets. Without limiting the foregoing, the Customer shall:

(a) immediately cease all sales and distribution of the affected Goods on receipt of notice from the Supplier;

(b) provide to the Supplier such information and records as the Supplier may require to trace the movement of the Goods; and

(c) return all affected Goods to the Supplier or dispose of them as the Supplier directs.

16.2 The Customer shall promptly notify the Supplier of any customer or consumer complaints relating to the Goods, including any reports of injury, illness or adverse reaction.

16.3 During the term of the Contract, the Supplier shall maintain product liability insurance with a reputable insurer of not less than £5,000,000 for any one occurrence and not less than £10,000,000 in aggregate in any one year.

16.4 Subject to clauses 16.5 and 16.6, the Supplier shall indemnify the Customer against:

(a) all losses, damages, costs and expenses (including reasonable legal fees) incurred by the Customer as a result of third-party claims for personal injury or property damage arising directly from defects in the manufacture of the Goods attributable to the Supplier; and

(b) reasonable costs incurred by the Customer in connection with any recall of Goods where such recall results directly from defects in the manufacture of the Goods attributable to the Supplier.

16.5 The indemnity in clause 16.4 is subject to the following conditions:

(a) the Customer notifies the Supplier in writing promptly upon becoming aware of any claim or circumstance likely to give rise to a claim;

(b) the Supplier shall have sole control over the defence and settlement of any such claim, and the Customer shall not make any admission or settle any claim without the Supplier’s prior written consent;

(c) the Customer provides all reasonable assistance and cooperation to the Supplier in the defence of any such claim at the Supplier’s expense; and

(d) the Supplier’s total liability under this clause 16 shall not exceed £5,000,000 for any one occurrence and £10,000,000 in aggregate in any one year.

16.6 The indemnity in clause 16.4 shall not apply to the extent that any claim or recall arises from or is attributable to:

(a) any mishandling, improper storage, or damage to the Goods by the Customer, its employees, agents or customers;

(b) any modification, alteration or tampering with the Goods by the Customer or any third party;

(c) any failure by the Customer to comply with applicable laws or regulations or Good Industry Practice;

(d) use of the Goods contrary to any instructions, warnings or guidance provided by the Supplier; or

(e) any negligence, default or breach of these Conditions by the Customer.

17.1 Force Majeure Event means any circumstance not within a party’s reasonable control including:

(a) acts of God, flood, storm, drought, earthquake or other natural disaster;

(b) epidemic or pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) nuclear, chemical or biological contamination or sonic boom;

(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;

(f) collapse of buildings, breakdown of plant or machinery, fire, explosion or accident;

(g) any labour or trade dispute, strikes, industrial action or lockouts;

(h) any cyber attack;

(i) non-performance by suppliers or subcontractors; and

(j) interruption or failure of utility service.

17.2 If a party is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

17.3 The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

17.4 The Affected Party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and

(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

17.5 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate the Contract by giving 14 days’ written notice to the Affected Party.

18.1 Assignment and other dealings.

(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract. 

18.2 Confidentiality

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 18.2(b).

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 18.2; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party may use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

18.3 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties.

(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in the Contract.

18.4 Variation.

(a) The Supplier may vary these Conditions from time to time by giving the Customer not less than 30 days’ written notice of the variation. Such notice may be given by email to the Customer’s last known email address, by post to the Customer’s last known address, or by publication on the Supplier’s website.

(b) Any variation notified in accordance with clause 18.4(a) shall take effect on the date specified in the notice (being not less than 30 days from the date of notice) and shall apply to all Orders placed on or after that date. For the avoidance of doubt, any Contract already in existence before the effective date of the variation shall continue to be governed by the Conditions in force at the time that Contract was formed.

(c) If the Customer does not wish to accept any variation notified under clause 18.4(a), the Customer may close its account by giving written notice to the Supplier before the effective date of the variation. Failure to give such notice shall constitute acceptance of the varied Conditions.

(d) Save as provided in clauses 18.4(a) to 18.4(c), no other variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18.5 Waiver. 

(a) Except as set out in clause 2.14, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. 

(b) Subject to clause 8.7 a delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

18.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 18.6, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

18.7 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to:

in the case of the Supplier, the email address published on the Supplier’s website from time to time or as otherwise notified in writing to the Customer; and

in the case of the Customer, the email address provided by the Customer when opening its account with the Supplier, or as subsequently notified in writing to the Supplier.

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address; 

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. 

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

18.8 Third party rights. 

(a) The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

18.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

18.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

18.11 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.