Terms of Purchase from Customers
Introduction
1.1 Jeroboams Shops Limited (“we”, “us”, “our”) a company registered in England and Wales. Our company registration number is 02923018 and our registered office is at 43 Portland Road, London W11 4LJ. Our registered VAT number is GB 696 647 763. These terms and conditions (“Contract”) govern the purchase by us of any Goods from any person who’s offer we accept under Clause 2 of this Contract (“you”, “your”).
1.2 You can contact us by telephoning our customer service team at 0207 288 8888 or by writing to us at enquiries@jeroboams.co.uk or 7-9 Elliot’s Place, London, N1 8HX. We will contact you by telephone or by writing to you via the phone number, email address or postal address (as the case may be) that you provided to us in your offer.
1.3 The Contract is the entire agreement between you and us in relation to its subject matter. Each party acknowledges that it has not relied on any statement, promise or representation or assurance or warranty that is not set out in this Contract.
1.4 These Terms and the Contract are made only in the English language.
1.5 You should print a copy of these Terms or save them to your computer for future reference.
Offer and acceptance
2.1 You offer to sell us the goods specified in the offer (Goods) subject to these Terms.
2.2 The offer process allows you to check and amend any errors before submitting your offer to us. Please check the offer carefully before confirming it. You are responsible for ensuring that your offer is complete and accurate.
2.3 After you make an offer to us, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your offer has been accepted. Our acceptance of your offer will take place as described in clause 2.4.
2.4 Our acceptance of your offer takes place when we send the email to you to accept it, at which point the Contract between you and us will come into existence.
Return and refund
3.1 We may cancel the Contract and receive a refund, if we notify you at the email address specified in your offer. Cancellation is effective from the date we send the email to you.
3.2 However, the cancellation right in Clause 3.1 does not apply in the case of wine, where:
(a) we damage the wine; or
(b) there was no pre-existing spoilage and we unseal the wine.
3.3 If we have returned the Goods to you under this clause 3 because they are faulty or mis-described, you must refund the price of the Goods by bank transfer to our nominated payment account or by payment card. Please contact us for the details of our payment account or to pay by card in that event by telephoning our customer service team at 0207 288 8888 or by writing to us at enquiries@jeroboams.co.uk.
3.4 If Goods have been delivered to us before we decide to cancel the Contract then we must return them to you without undue delay and in any event not later than 14 days after the day on which we cancel the Contract.
Delivery, transfer of risk and title
4.1 We will contact you with an estimated collection date, which will be within 14 days after the date on which we email you to confirm our acceptance of your offer or once we have resold the wine on your behalf (as the case may be).
4.2 Delivery is complete once the Goods have been unloaded at the agreed address for delivery and the Goods will be at our risk from that time.
4.3 We own the Goods once we have paid you in full, including all applicable delivery charges.
4.4 If you fail to deliver the Goods, your liability is limited to the cost of us obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, you will not be liable to the extent that any failure to deliver was caused by us or an event outside your reasonable control.
4.5 If we fail to take delivery of the Goods within 14 days after the day on which you notified us that the Goods were ready for delivery or collection, as the case may be, you may resell part of, or all the Goods and, after deducting any reasonable selling costs, account to us for any excess over the price of the Goods or charge us for any shortfall below the price of the Goods.
International purchases
5.1 We purchase Goods from most countries (Specified Countries), however, we will discuss any issues regarding a Specified Country where there may be additional requirements, including any restrictions on delivery, prior to deciding whether to accept your offer.
5.2 If you offer Goods for delivery from one of the Specified Countries, your offer may be subject to export or import duties and taxes which are applied when the delivery leaves the country and/or reaches us. Please note that we have no control over these charges and we cannot predict their amount. You will be responsible for payment of any such export and import duties and taxes. Please contact your local customs office for further information before placing your offer.
5.3 You must comply with all applicable laws and regulations of the Specified Country and the UK. We will not be liable or responsible if you break any such law.
Price of goods and delivery charges
6.1 The price of the Goods will be as quoted in any offer we accept.
6.2 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable for the time being. If the rate of VAT changes between the date of your offer and the date of delivery, you may adjust the VAT we pay, unless we have already paid for the Goods in full before the change in VAT takes effect.
6.3 The price of the Goods does not include the agreed delivery or collection charges specified in the offer as accepted.
How we pay
7.1 We may pay to you the price of the Goods by either:
(a) bank transfer to your nominated payment account; or
(b) by recording a credit to your customer account in our books for that amount (so that we can set-off the amount that we owe to you against any amount that you owe to us).
Our warranty for the goods
8.1 The Goods are intended for use only in the UK. You do not warrant that the Goods comply with the laws, regulations or standards outside the UK.
8.2 You provide a warranty that on delivery, the Goods shall:
(a) conform in all material respects with their description; and
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
8.3 Subject to clause 8.4, if:
(a) We give you notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 8.2;
(b) you are given a reasonable opportunity of examining the Goods; and
(c) if you ask us to do so, we return the Goods to you at your cost,
you will refund the price of the defective Goods in full.
8.4 You will not be liable for breach of the warranty set out in clause 8.2 if:
(a) we make use of the Goods after giving notice to you under clause 8.3;
(b) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions after delivery of the Goods to us (or collection by us from you, as the case may be); or
(c) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
8.5 You will only be liable to us for the Goods’ failure to comply with the warranty set out in clause 8.2 to the extent set out in this clause 8.
8.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
8.7 These Terms also apply to any repaired or replacement Goods supplied by you to us.
Liability: your attention is particularly drawn to this clause
9.1 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
9.2 Nothing in these Terms limits or excludes your or our liability for:
(a) death or personal injury caused by your or our negligence, as the case may be;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
9.3 Subject to clause 9.2, neither party will under any circumstances be liable to the other for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
9.4 Subject to clause 9.2, your total liability to us for all losses arising under or in connection with the Contract will in no circumstances exceed the price of the Goods and any delivery or collection charges for which you are liable.
9.5 Except as expressly stated in these Terms, neither party gives any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, you will not be responsible for ensuring that the Goods are suitable for our purposes.
Termination
10.1 Without limiting any of our other rights, either party may suspend the supply or delivery of the Goods, or terminate the Contract with immediate effect by giving written notice to the other if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;
(b) the other party fails to pay any amount due under the Contract on the due date for payment;
(c) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that it is incapable of adequately fulfilling its obligations under the Contract.
10.2 Termination of the Contract shall not affect the rights and remedies of each party that have accrued as at termination.
10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
Events outside our control
11.1 Neither party will be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under the Contract that is caused by any act or event beyond our reasonable control.
Communications between us
12.1 A reference to “in writing” in this Contract includes email.
12.2 Any notice or other communication given by either party to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
12.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
12.4 In proving the giving of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
12.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
General
13.1 We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing if this happens. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
13.2 Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
13.3 If either party does not insist that the other party performs any of its obligations under the Contract, or does not exercise its rights or remedies against the other party, or delays in doing so, that will not mean that the first party has waived its rights or remedies against the other party or that the other party does not have to comply with those obligations. If a party does waive any rights or remedies, it will only do so in writing, and that will not mean that the party will automatically waive any right or remedy related to any later default by the other party.
13.4 Each paragraph of this Contract operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
13.5 The Contract is between you and us. Nothing in this Contract is intended to confer any benefit on any person who is not a party to them, and no third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of provisions of this Contract.
13.6 This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts, subject to any right you may have to proceedings being brought or heard in the courts of Northern Ireland, Wales or Scotland depending on where you live.