“The Company” means Coe of Ilford Ltd. trading as Coe Vintners.

“The Buyer” means the person, persons, firm or Company entering into a contract with the Company.

“Goods” means the products or services to be supplied by the Company.

“Terms” means the terms set out herein and any special terms agreed, in writing, between the Company and the Buyer.

“Contract” means the Contract for the supply of Goods incorporating these terms and conditions of sale.

These are the terms which apply to all sales and are the basis upon which orders are accepted. They will apply to all future transactions unless or until varied in writing.

1. GENERAL

a).No terms, conditions or reservations stipulated by the Buyer, and no course of dealing shall annul, vary or add to any of the terms and conditions set out herein.

b). No cancellation or variation of any Contract is permissible without the agreement of the Company, and on terms that the Buyer shall indemnify the Company against all losses of profit and costs incurred.

c). In the event that either party shall become subject to proceedings under the Insolvency Act 1986, the other party shall have the right to terminate the Agreement forthwith.

2. AVAILABILITY

Not withstanding acceptance of any order, all goods are offered for sale subject to availability.

3. PRICING

a). All prices are subject to alteration without prior notice and products will be invoiced at the prices ruling at the date of delivery.

b). Prices may be subject to changes in duty.

c). Prices in this list are quoted exclusive of Value Added Tax which will be added, where applicable, at the rate current on the day of delivery.

4. PAYMENT

a). For Buyers who have been granted credit facilities, payment for products supplied shall be made on or before the 21st day of the month following delivery. For Buyers without credit accounts payment for products supplied shall be strictly net cash on receipt of goods.

b). The Buyer shall not be entitled to make any deduction or set off from any sums claimed by the Company any amount due or claimed against the Company by the Buyer whether under this or any other Contract.

c). All discounts from trade prices are granted on condition that payment is made by the due date. Should payment not be received by the due date discounts may be removed and products re-invoiced at standard trade prices.

d). In the event that the customer shall fall into arrears with any payment whatsoever, then all other unpaid amounts shall become due and the Company shall be entitled to suspend any further deliveries and withdraw credit facilities for future transactions.

e).The Company reserves the right to:

Apply a 2.5% financing charge per month from the original invoice date on any amount remaining unpaid after the due date.

To charge a minimum of £25 for each cheque unpaid by the purchaser’s bank and a minimum of £25 for each unpaid direct debit including cheques which are returned marked “Please Represent”.

5. DELIVERY

a). Risk in products shall pass to the Buyer on delivery.

b). Delivery dates are given in good faith but are estimates only.

c). Time for delivery shall not be of essence of the Contract.

d). Neither the Company, nor any of its directors, officers, employees or agents, shall be liable for any loss arising from any action taken, or omitted, by it or them, under or in connection with the Agreement or the Assignment.

e). Without prejudice to clause 5 d).the Company shall not in any case be liable for indirect or consequential damages.

f). The Company’s total liability under or in connection with the Agreement (except in the case of wilful misconduct), whether founded in contract or in tort, is limited in respect of any event, or series of connected events, to a sum equal to the Total Contract Price payable for the duration of the Agreement or for one year (whichever is the shorter).

g). Nothing in the Agreement shall exclude the Company’s liability for death or personal injury caused by the Company’s negligence.

6. CLAIMS

The Company accepts no liability for loss or damage to Goods in transit unless:

a). Goods are examined immediately upon receipt.

b). The Buyer notifies the Company , in writing, within 3 working days of any claim for short delivery or damage to the Goods.

c). The relevant delivery document is endorsed with details of any obvious loss or damage.

7. RETURNS

a). Goods returned by the Buyer without the consent of the Company will not be accepted for credit.

b). The Company reserves the right to refuse to credit the value of any returned Goods which are not in a saleable condition.

c). The Company will be entitled to make an additional charge if, in its sole discretion, it agrees to accept the return of Goods at the Buyer’s request.

8. RETENTION OF TITLE

Until the Company has received payment for all Goods whatsoever that the Company has supplied at any time to the Buyer or to any holding, subsidiary or associate company of the Buyer as defined respectively by section 736 of The Companies Act, 1985 and Section 435 of The Insolvency Act, 1986 :

a). The Goods shall remain the Company’s property and the Buyer shall store the Goods separately and/or keep them in such a way that they can be readily identified as being the property of the Company.

b). The Buyer accepts that he holds the goods in a fiduciary relationship as the Company’s bailee.

c). The Buyer is permitted to sell the goods in the ordinary course of business on the basis that the net proceeds of any sale shall become the Company’s property but has no authority to enter into any contract of sale on the Company’s behalf.

d). Without prejudice to any other remedy that the Company may have, the Company may, at any time, revoke the buyer’s power of sale by notice to the buyer if the buyer is in default in payment of any sum whatsoever due to the Company, or if any cheque or other negotiable instrument drawn by the buyer in favour of the Company is dishonoured on presentation for payment, or if the Company has bona fide doubt as to the solvency of the buyer.

e). The buyer’s power of sale shall automatically cease if any administrative receiver is appointed over any of the assets of the buyer or, if the buyer goes into voluntary liquidation or calls a meeting of its creditors or commits any act of bankruptcy.

f). Upon determination of the buyer’s power of sale all sums payable in respect of the goods supplied shall become due immediately, notwithstanding that any period of credit permitted under the contract may not have expired, and the Company shall be entitled to enter upon any premises of the buyer, or to which the buyer has access, for the purpose of removing any remaining goods which the buyer agrees to place at the Company’s disposal.

g). The Company may maintain an action for the price of the goods notwithstanding that ownership of them has not passed.

9). FORCE MAJEURE

The Company shall not be liable for any failure or delay in performance of its obligation to the buyer as a result of causes beyond the Company’s reasonable control.

10). VARIATIONS

(I) Any condition of contract which the buyer may seek to impose shall form no part of the contract between the buyer and the Company and any changes to the above terms and conditions must be agreed in writing. None of the Company’s employees has the right to bind the Company to any verbal agreement which does not comply with these terms and conditions.

(ii). If any one of these Terms and Conditions is rendered void or unenforceable at law then that part shall be severable from these Terms and Conditions and they shall remain otherwise in full force and effect.

11). JUDICIAL JURISDICTION

These conditions shall be construed and governed in all by English Law and the Customer and the Company shall submit to the jurisdiction of the English Courts.