Trade T&Cs
The below Terms and Conditions apply only to Trade/Stockist orders to Swan Knight Distillery.
These Terms and Conditions are the standard terms that apply to the purchase of all Product from Swan Knight Distillery Limited, a company registered in England and Wales under number 14187058, AWRS (Alcohol Wholesaler Registration Scheme) URN (Unique Reference Number) XEAW00000122065, whose registered office is 6 Nevern Gardens, Biddenham, Bedford, England, MK40 4RW (hereinafter known as the “Supplier").
1. Definitions and Interpretation
The Supplier and Purchaser may be referred to individually as the “Party” or collectively as the “Parties”.
Whereas:
A) The Supplier is engaged in the business of supplying certain goods as defined below.
B) The Purchaser wishes to acquire certain goods from the Supplier as defined below.
1.1 In this Agreement, where the context admits:
1.1.1 “writing” and “written” include emails;
1.1.2 references to statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions of which they are re-enactments (whether with or without modification);
1.1.3 references to "this Agreement" or to any other agreement or document referred to in this Agreement mean this agreement or such other agreement or document as amended, varied, supplemented, modified or novated from time to time, and include the schedules;
1.1.4 reference to clauses and schedules are references to clauses and schedules of and to this Agreement and references to paragraphs are, unless otherwise stated, references to paragraphs of the schedule in which the reference appears. The headings and sub-headings are inserted for convenience only and shall not affect the construction of this Agreement.
Now, therefore, the Parties agree as follows:
2. Scope
2.1 The purpose of this Agreement is to set out the provisions under which the Supplier will deliver to the Purchaser the “Products” as described in the following clause. The purchases of all Products by the Purchaser from the Supplier shall be exclusively subject to the provisions of this Agreement,
2.2 Both parties acknowledge that this agreement forms the basis of the contractual relationship between the Parties and waive application of their standard terms and conditions that typically apply to such transactions.
2.3 A legally binding Contract between the parties will be created upon the Supplier’s acceptance of the Purchaser’s order. The Contract will incorporate and be subject to these Terms and Conditions.
3. Products
3.1 The Supplier shall supply the following Products:
- 70cl 40% ABV Swan Knight Distillery golden spiced rum
3.2 The Supplier reserves the right to add to the above list of Products as and when they become available for purchase by the Purchaser. The number and volume of Products that are purchased by the Purchaser will be delivered in as few as deliveries as possible and invoiced accordingly.
3.3 The Supplier reserves the right to discontinue any product at any time.
3.4 Any sales literature, price lists and other documents issued by the Supplier in relation to the Product are subject to alteration without notice and do not constitute offers to sell the Product which are capable of acceptance. The Supplier reserves the right to correct any typographical, clerical or other accidental errors without liability.
4. Supply of products
4.1 During the term of this Agreement and any extension thereof, the Supplier shall sell and supply the Products to the Purchaser, and the Purchaser shall buy the Products from the Supplier exclusively. The Purchaser shall have the right to inspect the Products upon delivery for any potential deficiencies or defects, check the existence of Duty Stamps and to communicate any such issues to the Supplier for appropriate rectification as elaborated in the Warranty clause of this Agreement. The action by the Purchaser of signing the delivery note, implies acceptance of the Products.
4.2 During the term of this Agreement and any extension thereof, the Purchaser shall represent that they are of legal drinking age within their country, state or province of residence. The Purchaser shall not use the Supplier’s products for any illegal or unauthorized purpose, nor shall the Purchaser violate any laws in their jurisdiction (including but not limited to copyright laws).
4.3 The Supplier reserves the right, but is not obligated, to limit or refuse the supply of their Products to any person, geographic region or jurisdiction. The Supplier may exercise this right on a case-by-case basis.
5. Orders
5.1 Every transaction between the Supplier and the Purchaser shall be evidenced by an invoice. A request shall be made by the Purchaser to the Supplier in writing, or via email, containing the specific Product and desired quantity.
5.2 No order submitted shall be deemed to be accepted unless and until confirmed in writing, or via email, by an authorised representative of the Supplier or an invoice is sent.
6. Pricing
6.1 The price to be paid shall be for the sum of the agreed price per bottle. Taxes and delivery will be charged separately.
6.2 Any quotation the Supplier provides will be valid for a period of thirty days from the date of issue unless expressly stated otherwise. Prices are liable to change based upon the volume of Product in the Purchaser’s order. Should the Purchaser increase or decrease their order size then it may affect the price.
7. Invoicing and payment terms
7.1 Upon receipt of an invoice from the Supplier, the Purchaser shall have thirty days to pay the total amount indicated in the invoice. All invoices are payable in full, without any deduction, retention or set off, upon receipt of invoice. The only acceptable payment method is bank transfer. A receipt will be provided upon receipt of payment.
7.2 If the Purchaser does not make payment to the Supplier by the due date, then the Supplier may cancel the Purchaser’s order(s) and charge the Purchaser interest on the overdue sum at the rate of 8% per annum above the Bank of England base lending rate from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment.
8. Ownership and risk
8.1 Ownership of the goods sold shall only transfer to the Purchaser upon delivery by the Supplier to the Purchaser. The Supplier shall assume all risks in the delivery of the goods. Any damage to the goods that occurs prior to and/or during delivery shall be the responsibility of the Supplier.
9. Warranty
9.1 The Supplier warrants that it is authorised to pass ownership of the Products to the Purchaser. The Supplier warrants that the products sold and delivered to the Purchaser shall conform to the standard technical and quality specifications required and shall be free from defects.
9.2 Should any damage or defect to the Products occur up to and during delivery of the Products; the Purchaser shall notify the Supplier immediately of such defects and shall evidence such defects using imagery. At the discretion of the Supplier, such Products may be replaced within 1 month from the date that notice of such damage or defect was provided to the Supplier from the Purchaser. Alternatively, at the discretion of the Supplier, the Purchaser may be reimbursed for the cost of the Products that are found to be defective or damaged.
10. Indemnity
10.1 The Purchaser agrees to indemnify, defend and hold harmless the Supplier and its parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of the Purchaser’s breach of this Agreement or the Purchaser’s violation of any law or the rights of a third-party.
10.2 The Supplier shall promptly, fully and effectively indemnify and keep the Purchaser indemnified against all losses, costs, damages, fees or charges incurred or suffered as a result of any claim for Product Liability.
10.3 For the purposes of this clause 10, "Product Liability" means a liability arising out of death, personal injury or loss of or damage to property caused by Product produced and supplied which is defective within the meaning of Part I of the Consumer Protection Act 1987.
10.4 Subject to and in addition to clause 10.2, the Supplier shall be liable to replace any Defective Product at the Supplier’s own expense.
11. Force majeure
11.1 If any circumstances beyond the reasonable control of that party occurs in relation to either party which affects or may affect the performance of any of its obligations under this Agreement, it shall forthwith notify the other party as to the nature and extent of the circumstances in question.
11.2 Neither party shall be deemed to be in breach of this Agreement, or shall otherwise be liable to other, by reason of any delay in performance, or the non-performance, of any of its obligations under, to the extent that the delay or non-performance is due to any Force Majeure event of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.
12. Confidentiality
12.1 Each party undertakes that throughout the duration of the Agreement, the parties may disclose certain confidential information to each other. Both parties agree that they will not use the confidential information provided by the other, other than to perform their obligations under the Agreement. Each party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless required by law or unless so authorised by the other party in writing.
13. Term and termination
13.1 This Agreement shall begin on the date listed at the beginning of this document and shall remain in effect unless this Agreement is terminated sooner as listed in this provision or elsewhere within this Agreement.
13.2 Either party may terminate this Agreement forthwith by giving written notice to the other in any of the following events:
13.2.1 if the other party commits any breach of any of the terms and conditions of this Agreement and fails to remedy that breach (if capable of remedy) within one month after notice from the other party giving full particulars of the breach and requiring it to be remedied; or
13.2.2 if the other party enters into liquidation whether compulsory or voluntary (except for the purposes of bona fide reconstruction or amalgamation with the prior approval of the other party), or compounds with or makes any arrangement with its creditors or makes a general assignment for the benefit of its creditors, or if it has a receiver, manager, administrative receiver or administrator appointed over the whole or substantially the whole of its undertaking or assets, or if it ceases or threatens to cease to carry on its business, or makes any material change in its business, or if it suffers any analogous process under any foreign law.
13.3 Each party to this Agreement shall have the right to terminate this Agreement by serving ninety days notice in writing.
14. Notices
14.1 Any notice (which term shall in this clause 14 include any other communication) required to be given under this Agreement or in connection with the matters contemplated by it shall, except where otherwise specifically provided, be in writing.
14.2 Any such notice shall be addressed to the most recent address notified to the other party and may be:
14.2.1 personally delivered, in which case it shall be deemed to have been given upon delivery at the relevant address; or
14.2.2 if within the United Kingdom, sent by registered, signed for first class pre-paid post, in which case it shall be deemed to have been given two days after the date of posting; or
14.2.3 if from or to any place outside the United Kingdom, sent by registered, signed for pre-paid priority airmail, in which case it shall be deemed to have been given seven days after the date of posting.
14.3 Any party to this Agreement may notify the other parties of any change to the address or any other details, provided that such notification shall only be effective on the date specified in such notice of five days after the notice is given, whichever is later.
15. Relationship of the parties
15.1 Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the parties nor, except as expressly provided, shall it constitute, or be deemed to constitute, any party the agent of any other party for any purpose or any other reason whatsoever.
16. Entire agreement
16.1 This Agreement, together with any documents referred to in it, constitutes the whole agreement between the parties relating to its subject matter and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.
16.2 No variation of this Agreement shall be effective unless made in writing.
17. Waiver
17. The failure of either party to insist upon the strict compliance of any of the conditions, terms, and covenants shall not be deemed as a waiver or relinquishment of any of the rights or remedy that either party may have. No waiver of either party hereto shall be considered as having been made unless otherwise such party executes it in writing.
18. Severability
18.1 If any provision of this Agreement shall be held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Agreement shall not be affected in any other jurisdiction.
19. Governing law and jurisdiction
19.1 This Agreement shall be governed and construed in accordance with English Law.
19.2 In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement ("proceedings") each of the parties irrevocably submits to the exclusive jurisdiction of the English courts and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.
20. Assignment
20.1 Unless otherwise expressly agreed to in writing as an agreement modification by each party, neither party may assign the rights, liabilities, obligations, or interests hereunder.