Terms and Conditions for the Sale of Goods

1                     Definitions

1.1               In these Terms and Conditions (unless the context otherwise requires) the following words shall have the following meanings:

(a)                 Contract means the contract between You and Us for the sale and purchase of the Goods;

(b)                 Goods means all goods supplied under the Contract;

(c)                 We/Us/Our means The Naked Grape Limited (Company No. 5120699) whose registered office is at 20 West Street, Alresford, Hampshire SO24 9AT; and

(d)                 You/Your means the person, firm or company who buys any Goods from Us.

1.2               Words in the singular shall include the plural and vice versa.

1.3               The headings in these Terms and Conditions are intended for reference only and shall not affect their construction.

2                     General

2.1               All Goods sold by Us to You are subject to these Terms and Conditions which shall apply to the Contract to the exclusion of all other terms and conditions.

2.2               By placing an order with Us or accepting any Goods from Us, You indicate Your unqualified acceptance of these Terms and Conditions.

2.3               To purchase alcohol from Us, You must be aged 18 years or over.

3                     Quotations and Orders

3.1               The price, quantity and delivery time stated in any quotation We may provide for You are estimates only and not binding on Us although We will make all reasonable efforts to achieve them.

3.2               All orders are accepted by Us subject to availability of the Goods.  If We are unable to supply the Goods, We will inform You of this as soon as possible.

4                     Price

4.1        All prices listed include VAT

4.2               Unless otherwise agreed by Us:

(a)                 the price payable for the Goods shall be Our current list price at the date of despatch;

(b)                 in the case of an order for delivery by instalments, the price payable for the Goods shall be Our current list price at the date of despatch of each such instalment;

(c)                 Our prices are subject to change to take account of any variation in Our costs and We reserve the right to change the price payable by the amount of any increase or decrease in Our costs after the price for the Goods is quoted and We will use reasonable endeavours to inform You as soon as possible of any such price change and give You the option of reconfirming Your order at the correct price or cancelling it.

4.3              All prices are inclusive of value added tax but exclude delivery charges unless expressly stated otherwise.

4.4               We may charge You reasonable costs or expenses to deliver the Goods to You.  We will use reasonable endeavours to agree any such delivery costs and/or expenses with You prior to delivery.

4.5              You will indemnify Us in respect of any loss, cost or expense We incur as a result, directly or indirectly, of Your instructions or lack of instructions or through any failure or delay whatsoever in Your taking delivery or through any other act, neglect or default on Your part, or on the part of any of Your servants, agents or employees.

5                     Payment

5.1               You must pay Us for the Goods at the price indicated under the provisions of clause 4 in cash or by cheque on or before delivery of the Goods.

5.2               If the Goods are delivered in instalments, Your payment of the price for any given instalment shall be due on or before delivery of that instalment.

5.3               If You do not pay Us when payment is due, We reserve the right, without prejudice to any other rights We may have to withhold delivery of the Goods and to charge interest at an annual rate of 2% above the current base rate of Lloyds Bank plc to be calculated on a day-to-day basis on the balance outstanding until You make payment in full.

6                     Title

6.1               We shall retain title to and ownership of the Goods until We have received payment in full of all sums due for all Goods supplied to You under the relevant Contract.

6.2               If You make any payments to Us which are not stated to refer to a particular invoice, We may appropriate such payments to any outstanding invoice You may have with Us.

7                     Delivery

7.1               We undertake to fulfil all orders for Goods within 30 days of receiving them.  We will give You an estimated date for delivery when You place an order.  Time of delivery shall not be of the essence of the Contract.

7.2               Should We be unable to fulfil an order for Goods within 30 days of receiving it, We will offer You substitute Goods of at least equal value, or a refund, or if You prefer We will use reasonable endeavours to make alternative arrangements with You for delivery of the Goods.

7.3               Risk of loss and damage to Goods passes to You on delivery to the agreed delivery address.

7.4               We will carry out any delivery instructions that You request at the time of ordering (e.g. leave in garage) but We take no responsibility for Goods delivered in this manner.

7.5               Subject to clause 7.4, all alcohol must be signed for on delivery by an adult aged 18 years or over.

7.6               If for any reason You are unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery, We may, at Our sole discretion and without prejudice to Our other rights and for such period as We may determine, store the Goods at Your risk and You agree to pay Us all costs and expenses of such storage and any additional delivery costs and expenses We incur in redelivering the Goods to You.

8                     Returns, Cancellations and Substitutions

8.1               You must notify Us within 7 working days of the date of delivery of any loss, damage, defect or other non-compliance with the Contract.

8.2               You may cancel the Contract with Us for whatever reason up to 7 working days (starting on the day) after delivery of the Goods by written notification to Us, provided that the Goods which You are returning to Us have not been used and are of merchantable quality.

8.3               If You return any Goods to Us under the provisions of clause 8.2, You must make arrangements with Us:

(a)                 either for You to return the Goods to Us at Your expense; or

(b)                 for Us to collect the Goods from You at Our expense subject to reimbursement of Our reasonable costs and expenses for collection by You.

8.4               Sometimes specifications for Goods from Our suppliers may change.  We will use reasonable endeavours to offer You substitute Goods of at least the same quality at the same price.  If You are not happy with the replacement Goods, You may return the Goods in accordance with clauses 8.1 or 8.2.

9                     Liability

9.1               All warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.

9.2               We shall be under no liability for any delay or failure to deliver Goods, or otherwise perform any obligation, to You under these Terms and Conditions if the delay or failure to deliver Goods is wholly or partly caused, whether directly or indirectly, by circumstances beyond Our reasonable control.

9.3               We will not be liable in contract, tort, pre-contract or other representations or otherwise for any:

(a)                 economic loss (including without limitation loss of revenues, profits, contracts, business or anticipated savings); or

(b)                 loss of goodwill or reputation; or

(c)                 indirect or consequential loss,

suffered or incurred by You arising out of or in connection with the supply of any Goods under these Terms and Conditions.

9.4               Subject to clauses 9.1, 9.2 and 9.3, Our aggregate liability (whether in contract, tort or otherwise) in respect of any claim for loss or damage shall in any event be limited to a sum equal to the amount paid or payable by You for the Goods the subject of the claim.

10                 Miscellaneous Provisions

10.1            No delay or failure by Us to exercise any powers, rights or remedies under these Terms and Conditions will operate as a waiver of them, nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them.

10.2            We reserve the right to assign, transfer or sub-contract the Contract with You (the whole or any part of it) to any third party.  You may not assign, transfer or sub-contract the Contract with Us (the whole or any part of it) to any third party without Our prior written consent.

10.3            We reserve the right to vary or amend these Terms and Conditions at any time.  Any such changes will take effect when We use reasonable endeavours to notify You of them in writing.

10.4            If any portion of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity or enforceability of the other sections of these Terms and Conditions shall continue in full force and effect.

10.5            The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract and a person who is not a party to the Contract shall have no rights under that act to enforce any term of the Contract.

10.6            The Contract between You and Us shall be governed by the laws of England and any dispute between You and Us shall be resolved exclusively in the courts of England.